BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
April 29, 2010
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Variable Contracts Trust
Registration Statement on Form N-1A
(File Nos. 33-84546; 811-08786)
Ladies and Gentlemen:
This letter is to respond to comments we received on April 9, 2010 from
Ms. Rebecca Marquigny of the Staff of the Securities and Exchange Commission
(the "Commission") regarding Post-Effective Amendment No. 47 to the Registration
Statement on Form N-1A for Pioneer Variable Contracts Trust (the "Registrant")
filed on February 23, 2010.
I. General Comments
A. Comment: The Staff requested that the Registrant provide a
letter to the Commission that includes certain "Tandy"
acknowledgments with the Registrant's response to the Staff's
comments.
Response: A Tandy representation letter executed in connection with the
filing of this response is attached hereto as Exhibit A.
B. Comment: The Staff noted that comments provided with respect
to the prospectus for one of the Registrant's series also
apply to the prospectuses for the Registrant's other series,
as applicable.
Response: The Registrant has addressed the Staff's comments in the
manner indicated in the following responses. The Registrant
notes that its responses with respect to one of the
Registrant's series also apply to the Registrant's other
series, as applicable.
II. General Comments to Prospectuses
A. Front Cover Page of the Prospectus
1. Comment: The Staff noted that the information presented in the
two paragraphs preceding the table of contents on the front
cover of the prospectus exceeds the information required by
Item 1(a) of Form N-1A, and requested that the Registrant
limit the non-required disclosure on the front cover to the
extent possible.
Response: The Registrant has deleted the disclosure referenced by the
Staff.
2. Comment: The Staff requested that the Registrant include in
the table of contents references to the various subsections of
the summary section of the prospectus and include page
numbers.
Response: The Registrant respectfully submits that providing references
to the various subsections of the summary section in the table
of contents of the statutory prospectus would not be helpful
to investors in light of the conciseness of the summary
section. Accordingly, the Registrant has not made the
requested change. The Registrant confirms that the table of
contents for each prospectus includes page numbers.
3. Comment: The Staff noted that the Registrant includes
disclosure stating that "an investment in the Portfolio is not
a bank deposit and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency."
The Staff requested that, to the extent that the variable
products and qualified plans offering the Portfolios are sold
through depository institutions, this disclosure be deleted
from the cover page and included only in the summary risk
disclosure section in accordance with Item 4(b)(1)(iii) of
Form N-1A.
Response: The Registrant has deleted the disclosure referenced by the
Staff from the cover page of each prospectus.
B. Investment Objective
1. Comment: The Staff requested that the Registrant confirm that
only the formal text of a Portfolio's investment objective be
included in the investment objective section, and that no
additional text be included in this section.
Response: The Registrant confirms that only the formal text of a
Portfolio's investment objective is included in the investment
objective section of the applicable prospectus.
C. Fee Table
1. Comment: The Staff requested that, to the extent possible, the
Registrant limit the disclosure in the preamble to the fee
table to the text permitted by the Form N-1A, and shorten the
bold language explaining that the expenses would be higher if
Variable Contract fees were reflected.
Response: The Registrant has revised the disclosure to address the
Staff's request.
2. Comment: The Staff requested that the Registrant confirm that
if a Portfolio may invest in exchange-traded funds, such
Portfolio includes Acquired Fund Fees and Expenses in the
Portfolio's Fee Table or does not invest in such
exchange-traded funds or other investment companies to the
extent that such investments represent 0.01% or more of the
Portfolio's expenses. The Staff noted that, to the extent that
the Registrant includes a line item for Acquired Fund Fees and
Expenses in a Portfolio's fee table, footnotes with respect to
such expenses should be limited to those statements
specifically permitted by Form N-1A.
Response: The Registrant confirms that if a Portfolio may invest in
exchange-traded funds, such Portfolio includes Acquired Fund
Fees and Expenses in the Portfolio's fee table or does not
invest in such exchange-traded funds or other investment
companies to the extent that such investments represent 0.01%
or more of the Portfolio's expenses. The Registrant has
revised the footnotes with respect to any such expenses
consistent with the requirements of Form N-1A.
3. Comment: The Staff requested that the Registrant remove "Less:" from
the Fee Waiver and Expense Limitation line item.
Response: The Registrant has made the requested change.
4. Comment: The Staff requested that, for each fee table that
includes a Net Expenses line item, Net Expenses be revised to
read Total Annual Portfolio Operating Expenses After Fee
Waiver and Expense Limitation (or Reimbursement) in accordance
with Instruction 3(e) to Item 3 of Form N-1A.
Response: The Registrant has made the requested change.
5. Comment: The Staff requested that the footnote to the fee
table regarding the fee waiver arrangement be revised to
describe the termination date of the fee waiver arrangement,
who can terminate the fee waiver arrangement and under what
circumstances, in accordance with instruction 3(e) to Item 3
of Form N-1A.
Response: The Registrant has made the requested changes.
6. Comment: The Staff requested that the Registrant revise the
footnote regarding the fee waiver arrangement to eliminate
references to a class of shares not offered in the prospectus,
and to explain such fee waiver arrangement more clearly.
Response: The Registrant has revised the footnote to address the
Staff's request.
7. Comment: The Staff requested that the Registrant remove the
statement "there can be no assurance that the adviser will
extend the expense limitations beyond such time" from the
footnote.
Response: The Registrant respectfully submits that the statement
referenced by the Staff relates to the period for which the
fee waiver arrangement is expected to continue, in accordance
with Instruction 3(e) to Item 3 to Form N-1A, and accordingly
has not made the requested change.
8. Comment: The Staff requested that the Registrant delete from
the footnote the statement "see the statement of additional
information for details regarding the expense limitation
agreement."
Response: The Registrant has made the requested change.
D. Expense Example
1. Comment: The Staff requested that the introduction to the expense
example track more closely the language included in Item 3
of Form N-1A.
i. The Staff noted that the disclosure following item (b) in
the introduction to the expense example ("you reinvest all
dividends and other distributions") is not required by
Form N-1A, and requested that it be deleted.
ii. The Staff requested that the disclosure following item (d)
in the introduction to the expense example be revised to
state: "the fund's total operating expenses remain the
same except for year one".
Response: The Registrant has made the requested changes.
E. Portfolio Turnover
1. Comment: The Staff noted that, unless applicable, the
Registrant may delete the statement "...may result in higher
taxes when portfolio shares are held in a taxable account"
from the second sentence of the discussion regarding portfolio
turnover.
Response: The Registrant has deleted the disclosure referenced by the
Staff.
F. General Comments - Investment Strategies
1. Comment: The Staff requested that the Registrant confirm that
each principal investment strategy presented in the summary
section for a Portfolio has a corresponding risk factor
presented in the summary section and vice versa.
Response: The Registrant confirms that each principal investment
strategy presented in the summary section for a Portfolio has
a corresponding risk factor presented in the summary section
and vice versa.
2. Comment: The Staff requested that, to the extent possible, the
Registrant provide in More on the Portfolio's Investment
Objective and Strategies additional information about how the
adviser applies the investment criteria described in the
prospectus to decide which instruments to buy and sell,
generally and under particular market conditions, to seek to
achieve a Portfolio's investment objective.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently detailed information about
how the adviser applies the investment criteria described in
the prospectus to decide which instruments to buy and sell to
seek to achieve a Portfolio's investment objective, and that
no additional disclosure is required.
3. Comment: The Staff requested that the Registrant note in the
summary section if a Portfolio focuses its investments in a
particular industry, sector or type of investment. In
addition, the Staff requested that if a Portfolio focuses its
investments in a particular market capitalization range, the
Registrant indicate that market capitalization range in
dollars as of a particular date rather than merely describing
the market capitalization range by reference to an index or
method of calculation.
Response: The Registrant confirms that, to the extent applicable, the
summary section of a Portfolio's prospectus notes the
Portfolio's focus on investments in a particular industry,
sector or type of investment. The Registrant has revised the
disclosure for each Portfolio that focuses its investments in
a particular market capitalization range to indicate the
market capitalization range in dollars as of a particular
date.
G. General Comments - Principal Risks
1. Comment: The Staff noted that portfolio selection risk is
discussed as a principal risk for each Portfolio, and
requested that the Registrant revise the disclosure to explain
how portfolio selection is a more significant risk for the
Portfolios than for other managed funds, move the risk factor
from the principal risk section, or delete the risk factor.
Response: The Registrant respectfully submits that portfolio selection
risk is a principal risk of investing in each Portfolio and
should be disclosed as such in the summary section of each
Portfolio's prospectus in accordance with Form N-1A. The
Registrant respectfully submits that the principal risks of a
fund are not determined by reference to whether the risk is
more or less significant for the fund than other managed
funds.
2. Comment: The Staff noted that the Registrant includes a risk
factor titled Risk of Increase in Expenses. The Staff asked
that the Registrant explain if there is a specific basis for
including this risk factor as a principal risk, and, if not,
to move the risk factor from the principal risk section to a
more appropriate location.
Response: The Registrant confirms that there has not been a material
change in a Portfolio's expense ratio since the Portfolio's
fiscal year end that would provide a specific basis for
including the risk factor as a principal risk, but
respectfully submits that such disclosure is relevant to
shareholders, especially in light of recent market events, and
is most appropriately reflected as a principal risk.
Accordingly, the Registrant has not made the requested change.
3. Comment: The Staff requested that the Registrant delete the
statement "please note that there are many other factors that
could adversely affect your investment and that could prevent
the portfolio from achieving its goals."
Response: The Registrant respectfully submits that the disclosure
referenced by the Staff is useful to investors and that its
deletion is not required.
4. Comment: The Staff requested that the Registrant delete the
statement that "an investment in the portfolio is not a bank
deposit and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency"
unless the variable products and qualified plans offering the
Portfolios are sold through depository institutions.
Response: The Registrant notes that it is affiliated with a depository
institution and that the Portfolios may be sold by or through
insurance companies or financial intermediaries that may be
affiliated with depository institutions. Accordingly, the
Registrant respectfully submits that the disclosure referenced
by the Staff is applicable to the Portfolios, and has not made
the requested change.
H. Performance Information
1. Comment: The Staff requested that the Registrant revise the
disclosure in the Portfolio's Past Performance section to
conform to the language provided in Item 4(b)(2)(i) of Form
N-1A more closely. In particular, the Staff requested that the
Registrant state that each Portfolio compares its returns to
those of "a broad-based measure of market performance," rather
than merely stating the name of the index, and in addition
explain why comparison to the particular index named is an
appropriate comparison.
Response: The Registrant has revised the disclosure to address the
Staff's request.
2. Comment: The Staff requested that, where applicable, the
Registrant shorten the explanation that the performance shown
for periods prior to the inception of a class of shares is
based on the performance of an older class of shares.
Response: The Registrant has revised the disclosure to address the
Staff's request.
3. Comment: The Staff noted that the versions of the prospectuses
filed with the Commission included a list of years and
performance figures instead of a bar chart. The Staff
requested that the Registrant confirm that the prospectuses
filed via Rule 485(b) include actual bar charts with labeled
axes and performance presented horizontally so that
performance for the most recent year is at the right side of
the chart.
Response: The Registrant confirms that the prospectuses filed via Rule
485(b) include actual bar charts with labeled axes and
performance presented horizontally so that performance for the
most recent year is at the right side of the chart.
4. Comment: The Staff requested that the Registrant delete the
Inception Date column of the Average Annual Total Returns
table and include the inception date under the column heading
Since Inception, consistent with the requirements of Form
N-1A.
Response: The Registrant has made the requested change.
5. Comment: The Staff requested that the Registrant confirm that
the index presented for each Portfolio is a gross broad-based
index and confirm that the performance presented for each
index reflects no deduction for fees, expenses or taxes. In
addition, the Staff requested that the Registrant confirm that
the parenthetical "(reflects no deduction for fees, expenses
or taxes)" is included in the table for each index.
Response: The Registrant confirms that the index presented for each
Portfolio is a gross broad-based index and confirms that the
performance presented for each index reflects no deduction for
fees, expenses or taxes. The Registrant also confirms that the
parenthetical "(reflects no deduction for fees, expenses or
taxes)" is included in the table for each index.
I. Management
1. Comment: The Staff requested that the Registrant revise, as
applicable, the summary management section for each Portfolio
to indicate clearly the title of the portfolio manager and the
portfolio manager's length of service as a portfolio manager
of the Portfolio, and to delete additional biographical
information that is not permitted or required by the form.
Response: The Registrant has made the requested changes.
J. Purchase and Sale of Portfolio Shares
1. Comment: The Staff noted that Form N-1A indicates that this
section is not required for funds offered through variable
products. The Staff noted that, to the extent the Registrant
provides this section, the information presented in the
section should be limited to a statement that a Portfolio is
only available through a variable contract, and a reference to
the variable contract prospectus for purchase information.
Response: The Registrant has deleted the disclosure referenced by the
Staff.
K. Payments to Broker-Dealers and Other Financial Intermediaries
1. Comment: The Staff requested that in addition to the provided
disclosure regarding conflicts of interest with respect to
sponsoring insurance companies, the section be expanded to
include references to conflicts of interest with respect to
broker-dealers as required by Form N-1A.
Response: The Registrant has made the requested change.
L. More on a Portfolio's Investment Objectives and Strategies
1. Comment: As noted above, the Staff requested that the
Registrant provide greater detail regarding the relationship
between the Portfolio's investments and its investment
strategies, and how they relate to achieving the Portfolio's
investment objective.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently detailed information
regarding the relationship between the Portfolio's investments
and its investment strategies, and how they relate to
achieving the Portfolio's investment objective, and that no
additional disclosure is required.
2. Comment: The Staff noted that the Registrant states that each
Portfolio's investment objective may be changed without
shareholder approval, and that the Portfolio will provide
written notice prior to implementing any change to its
investment objective. The Staff requested that the Registrant
add to the disclosure the minimum period of time for which a
Portfolio will provide such advance written notice.
Response: The Registrant respectfully submits that the disclosure
referenced by the Staff is not required by Form N-1A.
3. Comment: The Staff requested that, to the extent applicable,
the Registrant clarify the disclosure to distinguish between
those types of investments which are inherent to a Portfolio's
principal investment strategies, and those investments in
which a Portfolio is permitted to invest but may not be
principal investments of the Portfolio.
Response: The Registrant respectfully submits that it believes the
current disclosure clearly distinguishes between each
Portfolio's principal and non-principal investment strategies,
including the investment techniques related to such principal
and non-principal investment strategies. Accordingly, the
Registrant has not made the requested changes.
M. More on the Risks of Investing in a Portfolio
1. Comment: The Staff requested that the Registrant clarify the
disclosure to distinguish between principal risks of investing
in a Portfolio and those risks that may be ancillary.
Response: The Registrant respectfully submits that it believes the
current disclosure clearly distinguishes between each
Portfolio's principal and non-principal investment risks.
Accordingly, the Registrant has not made the requested
changes.
N. Management
1. Comment: The Staff requested that the Registrant revise the
disclosure regarding the Registrant's manager of managers
exemptive order to explain that the order applies only with
respect to arrangements with subadvisers that are not
affiliated with Pioneer.
Response: The Registrant has made the requested change.
O. Back Cover Page of the Prospectus
1. Comment: The Staff requested that the Registrant revise the
first paragraph of the back cover to conform to the
requirements set forth in Item 1(b)(1) of Form N-1A by stating
clearly that the Portfolio's statement of additional
information and shareowner reports are available without
charge by calling a toll-free (or collect) telephone number.
Response: The Registrant has made the requested change.
2. Comment: The Staff requested that the Registrant update the
telephone number and zip code of the Commission's Public
Reference Rook in the last paragraph on the back cover.
Response: The Registrant has made the requested changes.
III. Comments to Prospectus for Pioneer Bond VCT Portfolio
A. Comment: The Staff requested that the Registrant revise the
disclosure in the prospectus or otherwise respond to the
applicable Staff comments on Post-Effective Amendment No. 46
to the Registration Statement of Pioneer Bond Fund provided by
the Staff on October 22, 2009.
Response: The Registrant has addressed the applicable Staff's comments
on Post-Effective Amendment No. 46 to the Registration
Statement on Form N-1A of Pioneer Bond Fund provided by the
Staff on October 22, 2009 in the manner indicated in the
responses provided by Pioneer Bond Fund to the Staff's
comments.
B. Comment: The Staff requested that the Registrant summarize in
the principal investment strategies section the strategy that
corresponds to the market segment risk factor, or, if such
strategy is already disclosed, tailor the risk disclosure to
correspond to that strategy.
Response: The Registrant respectfully submits that the market segment
risk factor relates to the Portfolio's principal investment
strategies with sufficient specificity, and that no revision
to the principal investment strategies or risk disclosure is
required.
C. Comment: The Staff noted that the Registrant states in the
principal investment strategies section that the Portfolio may
invest "a substantial portion of its assets in
mortgage-related securities, including `sub-prime' mortgages
and asset-backed securities." The Staff requested that the
Registrant clarify what "substantial portion" means or, if
applicable, provide the percentage of its assets that the
Portfolio may invest in such instruments.
Response: The Registrant notes that the Portfolio's investments in
mortgage-backed securities and asset-backed securities are
subject to the Portfolio's stated policy to invest at least
80% of its net assets in debt securities, and respectfully
submits that it does not believe that stating an additional
percentage limitation would be useful to investors.
D. Comment: The Staff requested that the Registrant delete the footnote
to the average annual total return table.
Response: The Registrant has made the requested change.
E. Comment: The Staff requested that, to the extent possible, the
Registrant provide in More on the Portfolio's Investment
Objectives and Strategies additional information about how the
adviser applies the investment criteria described in the
prospectus to decide which instruments to buy and sell,
generally and under particular market conditions, to seek to
achieve the Portfolio's investment objective.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently detailed information about
how the adviser applies the investment criteria described in
the prospectus to decide which instruments to buy and sell to
seek to achieve the Portfolio's investment objective, and that
no additional disclosure is required by Form N-1A.
IV.Comments to Prospectus for Pioneer Cullen Value VCT Portfolio
A. Comment: The Staff requested that the Registrant confirm that
disclosure with respect to the Portfolio's principal
investment strategies and risks will be included in the
Portfolio's prospectus filed under Rule 485(b).
Response: The Registrant confirms that disclosure with respect to the
Portfolio's principal investment strategies and risks will be
included in the Portfolio's prospectus filed under Rule
485(b).
B. Comment: The Staff requested that the Registrant revise the
disclosure in the prospectus or otherwise respond to the
applicable Staff comments on Post-Effective Amendment No. 5 to
the Registration Statement of Pioneer Series Trust III with
respect to its series Pioneer Cullen Value Fund provided by
the Staff on October 23, 2009.
Response: The Registrant has addressed the applicable Staff's comments
on Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A of Pioneer Series Trust III with
respect to its series Pioneer Cullen Value Fund provided by
the Staff on October 23, 2009 in the manner indicated in the
responses provided by Pioneer Series Trust III to the Staff's
comments.
V. Comments to Prospectus for Pioneer Emerging Markets VCT
Portfolio
A. Comment: The Staff requested that the Registrant clarify
whether derivatives based on emerging markets securities are
included by the Portfolio in determining compliance with the
requirement that the Portfolio invest at least 80% of its
total assets in the securities of emerging market corporate
and government issuers.
Response: The Registrant notes that it discloses in the prospectus that
the Portfolio may use derivatives as a substitute for
purchasing and selling securities. Accordingly, the Portfolio
may utilize a derivative instrument as a substitute for
purchasing emerging market corporate and government issuers
for purposes of complying with the requirement that the
Portfolio invest at least 80% of its total assets in such
securities. The Registrant respectfully submits that no change
to disclosure is required.
B. Comment: The Staff requested that the Registrant summarize in
the principal investment strategies section the strategy that
corresponds to the market segment risk factor. The Staff noted
that if it relates to the Portfolio's investments in equity
securities, then the risk factor should be revised
accordingly.
Response: The Registrant respectfully submits that the market segment
risk factor relates to the Portfolio's investments in equity
securities with sufficient specificity, and that no revision
to the principal investment strategies section or the risk
factor is required.
C. Comment: The Staff noted that the Registrant discusses
securities lending as a principal investment strategy under
More on the Portfolio's Investment Objective and Strategies,
but does not include corresponding disclosure in the summary
section. The Staff requested that the Registrant include
securities lending as a principal investment strategy in the
summary section, or explain why securities lending is not a
principal investment strategy of the Portfolio.
Response: The Registrant has revised the disclosure for each equity
Portfolio to include securities lending in the principal
investment strategies section. The Registrant notes that it
has revised the disclosure for each fixed income Portfolio to
clarify that securities lending is an additional investment
strategy of each such Portfolio. The Registrant notes that
although the 1940 Act permits each Portfolio to lend up to 33
1/3% of its total assets, in practice each Portfolio, and
particularly each fixed income Portfolio, generally lends a
much lower percentage of its holdings.
D. Comment: The Staff noted that the Registrant discusses
short-term trading as a principal investment strategy under
More on the Portfolio's Investment Objective and Strategies,
but does not include corresponding disclosure in the summary
section. The Staff requested that the Registrant clarify that
short-term trading is not a principal investment strategy of
the Portfolio.
Response: The Registrant has made the requested change.
E. Comment: The Staff requested that the Registrant revise the
disclosure regarding risks of non-U.S. investments to tailor
the disclosure with respect to the specific risks of investing
in securities of issuers located in emerging markets.
Response: The Registrant has made the requested change.
F. Comment: The Staff requested that the Registrant add a
separate risk factor with respect to the Portfolio's ability
to invest more than 25% of its assts in a particular region.
Response: The Registrant has made the requested change.
G. Comment: The Staff requested that the Registrant add separate
disclosure regarding counterparty risk or augment the current
risk disclosure regarding foreign forward current contracts to
highlight the specific risk of default by counterparties
located in emerging markets.
Response: The Registrant has made the requested change.
VI. Comments to Prospectus for Pioneer Equity Income VCT Portfolio
A. Comment: The Staff noted that the Registrant states that the
adviser uses a "bottom-up analytic style," and requested that
the Registrant define or otherwise explain in plain English
what it means by "bottom-up analytic style."
Response: The Registrant has made the requested change.
B. Comment: The Staff requested that the Registrant revise the following
statements to make the Portfolio's strategy more clear:
"The Portfolio may invest up to 20% of its total assets
in equity and debt securities of non-U.S.
corporate issuers and debt securities of non-U.S.
government issuers. The portion of the Portfolio's
assets not invested in equity securities may be invested
in debt securities of U.S. and non-U.S. issuers."
Response: The Registrant has made the requested change.
C. Comment: The Staff noted the Registrant states that the
Portfolio may invest up to 20% of its net assets in REITs and
requested that the Registrant indicate whether the Portfolio
may invest in REITs associated with sub-prime mortgages, and,
if so, whether the adviser intends to invest the Portfolio in
such instruments.
Response: The Registrant has revised the disclosure to clarify that the
Registrant is permitted to invest in REITs associated with
sub-prime mortgages. The Registrant notes that the adviser
does not currently intend to invest the Portfolio in REITs
associated with sub-prime mortgages.
D. Comment: The Staff requested that the Registrant summarize in
the principal investment strategies section the strategy that
corresponds to the market segment risk factor, or, if such
strategy is already disclosed, tailor the risk disclosure to
correspond to that strategy.
Response: The Registrant respectfully submits that the market segment
risk factor relates to the Portfolio's principal investment
strategies with sufficient specificity, and that no revision
to the principal investment strategies section or the risk
factor is required.
E. Comment: The Staff noted that the leveraging risk factor
refers to engaging in borrowing, however borrowing is not
included in the description of the Portfolio's principal
investment strategies. The Staff requested that the Registrant
delete the reference to borrowing or tie it to the Portfolio's
investment strategies.
Response: The Registrant has made the requested change.
F. Comment: The Staff noted that the Registrant's disclosure
regarding debt rating considerations in More on the
Portfolio's Investment Objective and Strategies is presented
as a specific investment strategy rather than information
supporting the adviser's selection process, and requested that
the Registrant provide corresponding strategy disclosure in
the summary section or revise the current disclosure to
integrate it with the strategy and selection process
disclosure.
Response: The Registrant respectfully submits that it is sufficiently
clear that the disclosure referenced by the Staff provides
information supporting the adviser's selection process rather
than a specific investment strategy, and that no change to the
disclosure is required.
G. Comment: The Staff requested that the Registrant move the
disclosure regarding cash management and temporary investments
from Additional Investment Strategies to More on the
Portfolio's Principal Investment Strategies, noting that
Instruction 6 to Item 9(b)(1) of Form N-1A requires that such
disclosure should be included as a principal investment
strategy.
Response: The Registrant has made the requested change.
VII. Comments to Prospectus for Pioneer Fund VCT Portfolio
A. Comment: The Staff requested that the Registrant confirm that
disclosure with respect to the Portfolio's principal
investment strategies will be included in the Portfolio's
Class II prospectus filed under Rule 485(b).
Response: The Registrant confirms that disclosure with respect to the
Portfolio's principal investment strategies will be included
in the Portfolio's Class II prospectus filed under Rule
485(b).
B. Comment: The Staff requested that, to the extent possible, the
Registrant revise the principal investment strategies
disclosure to describe the Portfolio's investment strategies
with more specificity and clarify how the Portfolio is
different from Pioneer Equity Income VCT Portfolio, so as to
enable the average investor to distinguish between the two
portfolios and make a reasonable investment decision.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently specific information on the
Portfolio's investment strategies to enable an investor to
make a reasonable investment decision, and that no additional
disclosure is required.
C. Comment: The Staff requested that the Registrant indicate if
there is a maximum percentage of the Portfolio that may be
invested in debt securities, and, if so, to state what it is.
Response: The Registrant notes that there is no maximum percentage of
the Portfolio that may be invested in debt securities, but
that the prospectus provides that the Portfolio invests
predominantly in equity securities. The Registrant
respectfully submits that no additional disclosure is
required.
D. Comment: The Staff requested that, to the extent possible, the
Registrant provide more specific information about how the
adviser applies the investment criteria described in the
prospectus to decide which instruments to buy and sell,
generally and under particular market conditions, to seek to
achieve a Portfolio's investment objective.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently specific information about
how the adviser applies the investment criteria described in
the prospectus to decide which instruments to buy and sell to
seek to achieve a Portfolio's investment objective, and that
no additional disclosure is required.
VIII. Comments to Prospectus for Pioneer Growth Opportunities VCT Portfolio
A. Comment: The Staff requested that, to the extent possible, the
Registrant revise the principal investment strategies
disclosure to describe the Portfolio's investment strategies
with more specificity, so as to enable the average investor to
compare the Portfolio to other portfolios.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently specific information on the
Portfolio's investment strategies to enable an investor to
compare the Portfolio to other portfolios, and that no
additional disclosure is required.
B. Comment: The Staff noted that the Registrant does not include
a principal investment strategy that relates to the short-term
trading risk factor. The Staff requested that the Registrant
include short-term trading as a non-principal investment
strategy and clarify that short-term trading is not a
principal risk factor. Alternatively, the Staff suggested
that, if appropriate, the Registrant re-label the risk factor
as High Portfolio Turnover Risk and include a corresponding
strategy regarding high portfolio turnover.
Response: The Registrant has re-labeled the short-term trading risk
factor as High Portfolio Turnover Risk, and notes that the
risk factor relates to the principal investment strategies
included in the current disclosure. The Registrant notes that
high portfolio turnover is a product of the adviser's
execution of the Portfolio's stated principal investment
strategies and is not itself a principal investment strategy
of the Portfolio.
C. Comment: The Staff noted that the reference to the adviser's
website for more performance information in the first
paragraph of the Performance section does not include "www."
in the address and requested that this web address be
completed. The Staff also suggested that prior to using a
summary prospectus, the Registrant confirm that the web
address links directly to a page containing such performance
information.
Response: The Registrant has revised the disclosure to include "www." in
the adviser's web address. The Registrant confirms that prior
to using a summary prospectus, it will confirm that the web
address in the prospectus links directly to a page containing
performance information, or revise the disclosure to include
such a web address.
D. Comment: The Staff requested that the third and fourth
paragraphs of the Performance section should be included in a
footnote as provided in Instruction 3(b) to Item 4(b)(2) to
Form N-1A with respect to performance presentation for a
multiple class fund offering a new class of shares, and the
disclosure should be revised to track more closely to the
disclosure provided in Instruction 3(b).
Response: The Registrant has made the requested changes.
E. Comment: The Staff requested that the Registrant condense the
information in the fifth paragraph of the Performance section
regarding the presentation of predecessor fund performance and
delete the footnote to the average annual total return table.
Response: The Registrant has made the requested changes.
IX. Comments to Prospectus for Pioneer High Yield VCT Portfolio
A. Comment: The Staff noted that the Registrant compares the
Portfolio's performance to three indices, and requested that
the Registrant include a brief statement in the introduction
to the Performance section explaining the relevance of the
additional indices.
Response: The Registrant has added the requested disclosure.
B. Comment: The Staff requested that the Registrant shorten the
explanation that the performance shown for periods prior to
the inception of Class II shares is based on the performance
of Class I shares. In particular, the Staff requested that the
Registrant delete the statement "which performance may be
influenced by the smaller asset size of Class II shares
compared to Class I shares."
Response: The Registrant has made the requested changes.
C. Comment: The Staff requested more information about how the
adviser uses the instruments described in the prospectus to
achieve the Portfolio's investment objective.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently detailed information about
how the adviser uses the instruments described in the
prospectus to achieve the Portfolio's investment objective,
and that no additional disclosure is required.
X. Comments to Prospectus for Pioneer Ibbotson Moderate Allocation VCT
Portfolio and Pioneer Ibbotson Growth Allocation VCT Portfolio
A. Comment: The Staff requested that the Registrant revise the
disclosure in the prospectus or otherwise respond to the
applicable Staff comments on Post-Effective Amendment No. 10
to the Registration Statement on Form N-1A for Pioneer
Ibbotson Asset Allocation Series provided by the Staff on
November 17, 2009.
Response: The Registrant has addressed the applicable Staff's comments
on Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A for Pioneer Ibbotson Asset Allocation
Series provided by the Staff on November 17, 2009 in its
prospectuses in the manner indicated in the responses provided
by Pioneer Ibbotson Asset Allocation Series to the Staff's
comments.
B. Comment: The Staff noted that the disclosure in the principal
investment strategies section for each Portfolio appears to be
substantially similar, except with respect to the percentage
of each Portfolio that may be allocated to equity and fixed
income funds, respectively. The Staff requested that, to the
extent applicable, the Registrant revise the prospectuses to
highlight any other differences between the Portfolios in how
underlying portfolios are selected for investment.
Response: The Registrant notes that the principal difference in each
Portfolio's investment strategies is the percentage that may
be allocated to equity and fixed income funds, and that the
difference in such percentage results in each Portfolio having
a different risk/return profile. The Registrant respectfully
submits that no change to the disclosure is required.
C. Comment: The Staff noted that the disclosure in the principal
risks section for each Portfolio appear to be substantially
similar and requested that the Registrant tailor the risk
disclosure for each Portfolio based on the Portfolios'
different allocations to equity and fixed income securities,
noting that because each Portfolio allocates to equity and
fixed income underlying funds in different percentages, the
risks of investing in each Portfolio may not necessarily be
the same.
Response: The Registrant respectfully submits that the current risk
disclosure is sufficiently tailored to the principal risks of
investing in each Portfolio, and it is not necessary or
required to further tailor the risk disclosure based on each
Portfolio's allocation to equity or fixed income underlying
funds. The Registrant notes that each Portfolio may invest in
the same underlying funds and are therefore generally exposed
to the same categories of risk. The Registrant also notes that
the risks of engaging in a particular investment strategy do
not necessarily correspond to the percentage of a Portfolio
allocated to that strategy.
D. Comment: The Staff requested that the Registrant explain in
the Performance section for Pioneer Ibbotson Growth Allocation
VCT Portfolio why it is appropriate to compare the Portfolio's
performance to the Barclays Capital Aggregate Bond Index even
though the Portfolio is permitted to invest no more than 30%
of its assets in fixed income underlying funds.
Response: The Registrant notes that it believes that it is appropriate
to compare the Portfolio's performance to a fixed income
benchmark in light of the Portfolio's significant allocation
to fixed income underlying funds, and has added disclosure
explaining that the Barclays Capital Aggregate Bond Index has
characteristics relevant to the Portfolio's investment
strategies.
E. Comment: The Staff requested that the Registrant confirm that
neither Portfolio has reached the first breakpoint in the
Portfolio's management fee schedule.
Response: The Registrant confirms that neither Portfolio has reached the
first breakpoint in the Portfolio's management fee schedule.
XI. Comments to Prospectus for Pioneer Mid Cap Value VCT Portfolio
A. Comment: The Staff requested that the Registrant indicate the
market capitalization range of securities in which the
Portfolio may invest in dollars as of a particular date.
Response: The Registrant has added the requested disclosure.
B. Comment: The Staff requested that the Registrant summarize in
the principal investment strategies section the strategy that
corresponds to the market segment risk factor. The Staff noted
that if it corresponds to the Portfolio's investments in mid
cap securities, then the risk factor should be revised
accordingly.
Response: The Registrant respectfully submits that the market segment
risk factor relates to the Portfolio's investments in mid cap
securities with sufficient specificity, and that no revision
to the principal investment strategies section or the risk
factor is required.
XII. Comments to Prospectus for Pioneer Money Market VCT Portfolio
A. Comment: The Staff noted that the Registrant states that the
Portfolio's investments may include "U.S. dollar denominated
securities issued by non-U.S. governments and multinational
issuers, such as the World Bank." The Staff stated that it
views "multinational issuers" collectively as an industry, and
requested that the Registrant confirm in its response that the
Portfolio invests less than 25% of its assets in U.S. dollar
denominated securities issued by multinational issuers.
Response: The Registrant confirms that the Portfolio invests less than
25% of its assets in U.S. dollar denominated securities
issued by multinational issuers.
B. Comment: The Staff requested that the structured securities
risk factor be revised to provide a more specific explanation
of the risks that relate to structured securities.
Response: The Registrant respectfully submits that the current
disclosure provides a sufficiently specific explanation of the
risks that relate to structured securities, and that no change
to the disclosure is required.
XIII. Comments to Prospectus for Pioneer Real Estate Shares VCT Portfolio
A. Comment: The Staff requested that the Registrant summarize in
the principal investment strategies section the strategy to
invest in a limited number of issuers that corresponds to the
issuer focus risk factor.
Response: The Registrant has added the requested disclosure.
B. Comment: The Staff requested that the Registrant indicate in
More on the Portfolio's Investment Objectives and Strategies
whether a particular strategy is used to determine allocations
between investments in investment grade debt and investments
in junk bonds.
Response: The Registrant notes that it discloses that the Portfolio
may invest up to 5% of its net assets in junk bonds, and
that no additional disclosure is required.
XIV. Comments to Prospectus for Pioneer Strategic Income VCT Portfolio
A. Comment: The Staff requested that, to the extent possible, the
Registrant provide in More on the Portfolio's Investment
Objectives and Strategies additional information about how the
adviser applies the investment criteria described in the
prospectus to decide which instruments to buy and sell,
generally and under particular market conditions, to seek to
achieve the Portfolio's investment objective, and
specifically, how the adviser selects particular derivative
instruments to use depending on market circumstances.
Response: The Registrant respectfully submits that the current
disclosure provides sufficiently detailed information about
how the adviser applies the investment criteria described in
the prospectus to decide which instruments to buy and sell to
seek to achieve the Portfolio's investment objective,
including with respect to the purposes for which the Portfolio
may use derivative instruments, and that no additional
disclosure is required.
XV. Comments to Statement of Additional Information
A. Comment: The Staff noted that the Registrant states that it
relies on the MSCI Global Industry Classification Standard
(GICS) classifications in identifying industries for purposes
of its concentration policy. The Staff requested that the
Registrant explain in the Statement of Additional Information
how it would reconcile the Commission's view of what
constitutes an industry with the MSCI GICS classifications if
they were to differ. Alternatively, the Staff requested that
the Registrant state that a Portfolio may maintain investments
in particular industries or sectors even if the Commission
would conclude that maintaining such investments would violate
the Portfolio's concentration policy.
Response: The Registrant respectfully submits that the disclosure
requested by the Staff is not required by Form N-1A or the
Staff's published guidance. The Registrant notes that in
relying on the MSCI Global Industry Classification Standard
(GICS) classifications in identifying industries for purposes
of its concentration policy it is mindful of the Staff's
published guidance in rescinded Guide 19 to Form N-1A that a
registrant "may select its own industry classifications, but
such classifications must be reasonable and should not be so
broad that the primary economic characteristics of the
companies in a single class are materially different."
B. Comment: With respect to the concentration policy of each of
Pioneer Ibbotson Growth Allocation VCT Portfolio and Pioneer
Ibbotson Moderate Allocation VCT Portfolio, the Staff noted
that in connection with its review of Post-Effective Amendment
No. 10 to the Registration Statement on Form N-1A for Pioneer
Ibbotson Allocation Series, the Staff requested additional
disclosure in the Statement of Additional Information
reflecting that each allocation fund must look through to the
underlying funds in which it invests and aggregate underlying
fund holdings in an industry for purposes of determining the
allocation fund's compliance with its concentration policy.
The Staff noted that, in response, Pioneer Ibbotson Allocation
Series added disclosure stating that although a fund does not
intend to concentrate its investments in a particular
industry, the fund may indirectly concentrate in a particular
industry through its investments in one or more underlying
funds, and also noted that each of the underlying funds, by
policy, would not concentrate more than 25% of its total
assets in any one industry (other than underlying money market
funds, which may invest without limit in obligations issued by
banks, and an underlying real estate fund, which may invest
broadly in real estate-related securities). The Staff
requested that in adding similar disclosure to the Portfolios'
Statement of Additional Information, the Registrant should
make clear in the disclosure that the Portfolios are not
reserving the right to concentrate in a particular industry
through its investments in affiliated underlying funds.
Response: The Registrant has added disclosure to address the Staff's
request.
C. Comment: The Staff noted that the Registrant states in the discussion
in the Statement of Additional Information regarding
Lending of Portfolio Securities that a Portfolio "may not
exercise voting rights on loaned securities, but reserves
the right to recall loaned securities so that they may be
voted according to the Portfolios' Proxy Voting Policies
and Procedures." The Staff requested that the Registrant
confirm in its response that the Portfolios' proxy voting
policies and procedures satisfy all of the requirements set
forth in the no-action letters issued by the Commission
to State Street Bank & Trust Company with respect to
securities lending, and in particular that the Portfolio must
be entitled to recall the loaned securities in time to vote
whenever its management has knowledge of a material
event on which the loaned securities carry voting rights.
Response: The Registrant confirms that its proxy voting policies and
procedures satisfy the requirements set forth in the no-action
letters issued by the Commission to State Street Bank & Trust
Company with respect to securities lending.
D. Comment: The Staff requested that the Registrant revise the
disclosure in the Statement of Additional Information
regarding portfolio managers' potential conflicts of interest
to discuss with greater specificity conflicts of interest that
may arise in connection with the management by each portfolio
manager of the applicable Portfolio discussed in the
Registration Statement on the one hand, and the other accounts
managed by that portfolio manager on the other hand, as
required by Item 20(a)(4) of Form N-1A. The Staff also noted
that the disclosure regarding the structure and method used to
determine compensation does not connect with specificity to
the portfolio managers.
Response: The Registrant respectfully submits that the disclosure
referenced by the Staff complies with the requirements of Item
20(a)(4) of Form N-1A, and that no additional disclosure is
required.
E. Comment: The Staff requested that the Registrant confirm that
the description of ratings included in Appendix A to the
Statement of Additional Information is up-to-date.
Response: The Registrant notes that it has revised the description of
ratings included in Appendix A to the Statement of Additional
Information.
Please call the undersigned at (617) 951-8458 or Toby Serkin at (617)
951-8760 with any questions.
Sincerely,
/s/ Jeremy Kantrowitz
Jeremy Kantrowitz