As filed with the Securities and Exchange Commission on November 18, 2005
File No. 333-126665
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _______
Post-Effective Amendment No. 1
(Check appropriate box or boxes)
PIONEER VARIABLE CONTRACTS TRUST
(Exact Name of Registrant as Specified in Charter)
(617) 742-7825
(Area Code and Telephone Number)
60 State Street, Boston, Massachusetts 02109
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
Dorothy E. Bourassa, Esq.
Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies to: David C. Phelan, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
It is proposed that this filing will become effective immediately upon filing
pursuant to paragraph (d) of Rule 462 under the Securities Act of 1933, as
amended.
There have been no changes to the Registrant's definitive proxy
statement/prospectus or the statement of additional information filed (under or
pursuant) to Rule 497 (File No. 333-126665) filed with the Securities and
Exchange Commission (the "SEC") on September 27, 2005
(Accession No.0001145443-05-002285).
PART C
OTHER INFORMATION
PIONEER VARIABLE CONTRACTS TRUST
(on behalf of its series,
Pioneer Fund VCT Portfolio
Pioneer Oak Ridge Large Cap Growth VCT Portfolio
Pioneer Value VCT Portfolio)
ITEM 15. INDEMNIFICATION
No change from the information set forth in Item 25 of the most recently filed
Registration Statement of Pioneer Variable Contracts Trust (the "Registrant") on
Form N-1A under the Securities Act of 1933 and the Investment Company Act of
1940 (File Nos. 33-84546 and 811-08786) as filed with the Securities and
Exchange Commission on October 20, 2005 (Accession No. 0000930709-05-000027),
which information is incorporated herein by reference.
(1)(a) Amended Agreement and Declaration of Trust (1)
(1)(b) Amendments to Agreement and Declaration of Trust (2)(3)(4)(5)(6)(7)
(9)(10)(11)(13)
(15)(17)(19)
(2) Amended and Restated By-Laws (8)
(3) Not applicable
(4)(a) Agreement and Plan of Reorganization for
Pioneer Fund VCT Portfolio (23)
(4)(b) Agreement and Plan of Reorganization for
Pioneer Value VCT Portfolio (23)
(4)(c) Agreement and Plan of Reorganization for
Pioneer Oak Ridge Large Cap Growth VCT Portfolio (23)
(5) Reference is made to Exhibits (1) and (2) hereof
(6)(a) Management Contract for Pioneer Fund VCT Portfolio (8)
(6)(b) Management Contract for Pioneer Value VCT Portfolio (12)
(6)(c) Management Contract for Pioneer Oak Ridge Large
Cap Growth VCT Portfolio (16)
(6)(d) Subadvisory Agreement between Pioneer Investment
Management, Inc. and Oak Ridge Investments, LLC (20)
(6)(e) Expense Limitation Agreement (22)
(7) Underwriting Agreement with Pioneer Funds
Distributor, Inc. (8)
(8) Not applicable
(9) Custodian Agreement with Brown Brothers
Harriman & Co. (22)
(10)(a) Distribution Plan relating to Class II Shares (21)
(10)(b) Multiple Class Plan Pursuant to Rule 18f-3 (21)
(11) Opinion of Counsel (legality of securities
being offered) (22)
(12) Opinion as to tax matters and consent (23)
(13)(a) Investment Company Service Agreement with
Pioneering Services Corporation (22)
(13)(b) Administration Agreement with Pioneer
Investment Management, Inc. (22)
(13)(c) Form of Administrative and Fund Accounting
Agency Agreement with Brown (24)
Brothers Harriman & Co.
(14) Consents of Independent Registered Public
Accounting Firm (22)
(15) Not applicable
(16) Powers of Attorney (19)
(17)(a) Pioneer Investment Management, LLC
Code of Ethics (20)
(17)(b) Pioneer Funds Distributor, Inc.
Code of Ethics for Pioneer (20)
(17)(c) Pioneer Funds Code of Ethics (20)
(17)(b) Code of Ethics for Oak Ridge Asset Management, LLC (13)
(17)(b) Form of Proxy Cards (22)
(1) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on August 8, 1995 (Accession no. 0000930709-95-000005).
(2) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 6 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on August 18, 1997 (Accession no. 0000930709-97-000011).
(3) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 8 to the Registrant's Registration Statement
on Form N-1A
(File Nos.33-84546; 811-08786), as filed with the Securities and Exchange
Commission on July 16, 1998 (Accession no. 0000930709-98-000013).
(4) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 11 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on June 4, 1999 (Accession no. 0000930709-99-000016).
(5) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 12 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on January 12, 2000 (Accession no. 0000930709-00-000002).
(6) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 15 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on July 6, 2000 (Accession no. 0000930709-00-000018).
(7) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 18 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on January 18, 2001 (Accession no. 0001016964-01-000006).
(8) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 20 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on April 26, 2001 (Accession no. 0001016964-01-500006).
(9) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 22 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on October 22, 2001 (Accession no. 0000930709-01-500036).
(10) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 24 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on May 1, 2002 (Accession no. 0001016964-02-000111).
(11) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 26 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on February 18, 2003 (Accession no. 0001016964-03-000044).
(12) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 27 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on May 1, 2003 (Accession no. 0001016964-03-000126).
(13) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 28 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on November 18, 2003 (Accession no. 0001016964-03-000241).
(14) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 29 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on January 30, 2004 (Accession no. 0001016964-04-000026).
(15) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 30 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on April 29, 2004 (Accession no. 0001016964-04-000122).
(16) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 31 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on June 1, 2004 (Accession no. 0001016964-04-000195).
(17) Previously filed. Incorporated herein by reference from the exhibits filed
with the Registrant's Registration Statement on Form N-14 (File No. 333-118431),
as filed with the Securities and Exchange Commission on August 20, 2004
(Accession no. 0001145443-04-001270).
(18) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 34 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on December 9, 2004 (Accession no. 0001016964-04-000495).
(19) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 35 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on February 4, 2005 (Accession no. 0001016964-05-000048).
(20) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 36 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on April 13, 2005 (Accession no. 0001016964-05-000141).
(21) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 37 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission on April 22, 2005 (Accession no. 0001016964-05-000143).
(22) Previously filed. Incorporated herein by reference from the exhibits filed
with Pre-Effective Amendment No. 1 to the the Registrant's Registration
Statement on Form N-14 (File No.333-126665) as filed with the SEC on
July 18, 2005 (Accession No. 0001145443-05-001586).
(23) Filed herewith.
(24) To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is part of this
Registration Statement by any person or party which is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for by the applicable
registration form for the reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that it shall file a final executed
version of the legal and consent opinion as to tax matters as an exhibit to the
subsequent post-effective amendment to its registration statement on Form N-1A
filed with the SEC after the consummation of the reorganization contemplated by
this Registration Statement on Form N-14.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form N-14 has been signed on behalf of the
Registrant, in the City of Boston and the Commonwealth of Massachusetts, on the
18th day of November, 2005.
PIONEER VARIABLE CONTRACTS TRUST,
on behalf of its series,
Pioneer Fund VCT Portfolio
Pioneer Oak Ridge Large Cap Growth VCT Portfolio
Pioneer Value VCT Portfolio
By: /s/ Osbert M. Hood
------------------------------------------------
Osbert M. Hood
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John F. Cogan, Jr. Chairman of the Board,
- --------------------------- Trustee, and President November 18, 2005
John F. Cogan, Jr.
/s/ Vincent Nave Chief Financial Officer,
- --------------------------- Principal Accounting
Vincent Nave Officer and Treasurer November 18, 2005
*
- ---------------------------
Mary K. Bush Trustee
*
- ---------------------------
David R. Bock Trustee
*
- ---------------------------
Margaret B.W. Graham Trustee
*
- ---------------------------
Marguerite A. Piret Trustee
*
- ---------------------------
John Winthrop Trustee
* By: /s/ Osbert M. Hood November 18, 2005
----------------------------------------
Osbert M. Hood, Attorney-in-Fact
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
(4)(a) Agreement and Plan of Reorganization for
Pioneer Fund VCT Portfolio
(4)(b) Agreement and Plan of Reorganization for
Pioneer Value VCT Portfolio
(4)(c) Agreement and Plan of Reorganization for
Pioneer Oak Ridge Large Cap Growth VCT Portfolio
(12) Opinion as to tax matters and consent