-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0Kuznhe9NT+B2/d+t5wfGPGWXj0acC6rTa/FoeJztAzCLhqkvYsOAS4recjpZBz 2N5fE9rjJhXBDup3/oV5BA== 0001145443-04-001270.txt : 20040820 0001145443-04-001270.hdr.sgml : 20040820 20040820172039 ACCESSION NUMBER: 0001145443-04-001270 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20040820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER VARIABLE CONTRACTS TRUST /MA/ CENTRAL INDEX KEY: 0000930709 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-118431 FILM NUMBER: 04989667 BUSINESS ADDRESS: STREET 1: 60 STATE ST STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6177427825 MAIL ADDRESS: STREET 1: 60 STATE ST STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 021091820 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE INSURANCE CONTRACTS TRUST DATE OF NAME CHANGE: 19940929 N-14 1 d15182.txt As filed with the Securities and Exchange Commission on August 20, 2004 File No. 333-_______ 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. ______ (Check appropriate box or boxes) PIONEER VARIABLE CONTRACTS TRUST (on behalf of its Portfolios: Pioneer Bond VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Small Cap Value II VCT Portfolio) (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 Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. Calculation of Registration Fee under the Securities Act of 1933: No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, which permits registration of an indefinite number of securities. Title of Securities Being Registered: Shares of beneficial interest of the Registrant. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment, which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall be effective on such date as the Commission, acting pursuant to Section 8(a), may determine. COMBINED PROXY STATEMENT OF SAFECO RESOURCE SERIES TRUST SAFECO BOND PORTFOLIO SAFECO CORE EQUITY PORTFOLIO SAFECO GROWTH OPPORTUNITIES PORTFOLIO SAFECO MONEY MARKET PORTFOLIO SAFECO MULTI CAP CORE PORTFOLIO SAFECO SMALL CAP VALUE PORTFOLIO (each a series of Safeco Resource Series Trust, and each "your Safeco Portfolio" and collectively, the "Safeco Portfolios") [address] PROSPECTUS FOR CLASS I SHARES OF PIONEER BOND VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER SMALL CAP VALUE II VCT PORTFOLIO (each a "Pioneer Portfolio") NOTICE OF SPECIAL MEETING OF SHAREHOLDERS SCHEDULED FOR [ ], 2004 To the owners of variable annuity or life insurance contracts: You are being asked to vote on the proposals listed below on the enclosed voting instruction card. Your vote will instruct the insurance company that issued your contract how to vote the shares of the portfolio attributable to your contract at the special meeting of shareholders. A joint special meeting of shareholders (the "Meeting") for each of the Portfolios will be held at the offices of [address] on [ ], 2004 at [ : ] [a/p].m., local time, to consider the following: 1. With respect to each Safeco Portfolio, a proposal to approve an Agreement and Plan of Reorganization. Under the Agreement and Plan of Reorganization, your Safeco Portfolio will transfer all of its assets to an investment company (each a "Pioneer Portfolio") managed by Pioneer Investment Management, Inc. ("Pioneer") in exchange for Class I shares of the Pioneer Portfolio. Some of the Pioneer Portfolios are existing mutual funds with substantially similar investment objective and policies as your Safeco Portfolio. In the case of certain Safeco Portfolios, the Pioneer Portfolio is a newly organized investment company with investment objective and policies substantially the same as your Safeco Portfolio. Class I shares of the applicable Pioneer Portfolio will be distributed to your Safeco Portfolio's shareholders in proportion to the relative net asset value of their share holdings on the closing date of the reorganization. The Pioneer Portfolio also will assume your Safeco Portfolio's liabilities that are included in the calculation of your Safeco Portfolio's net assets at the closing. Your Safeco Portfolio will then be dissolved. As a result of the reorganization you will become shareholders of the Pioneer Portfolio. Your board of trustees recommends that you vote FOR this proposal. 2. With respect to each Safeco Portfolio, a proposal to approve an interim investment advisory agreement between your Safeco Portfolio and Pioneer. This agreement provides for the management of your Safeco Portfolio's assets from August 2, 2004, when the advisory agreement between your Safeco Portfolio and Safeco Asset Management, Inc., each Portfolio's investment adviser, ("SAM") terminated. This interim investment advisory agreement has the same terms, other than its duration, as the agreement between your Safeco Portfolio and SAM. Your board of trustees recommends that you vote FOR this proposal. 3. Any other business that may properly come before the Meeting. Shareholders of record as of the close of business on [ ], 2004 are entitled to vote at the Meeting and any related follow-up meetings. Whether or not you expect to attend the Meetings, please complete and return the enclosed proxy card. If shareholders do not return their proxies in sufficient numbers, your Safeco Portfolio may be required to make additional solicitations. By order of the Board of Trustees, [Name] [Title] [ ], 2004 COMBINED PROXY STATEMENT OF SAFECO RESOURCE SERIES TRUST SAFECO BOND PORTFOLIO SAFECO CORE EQUITY PORTFOLIO SAFECO GROWTH OPPORTUNITIES PORTFOLIO SAFECO MONEY MARKET PORTFOLIO SAFECO MULTI CAP CORE PORTFOLIO SAFECO SMALL CAP VALUE PORTFOLIO (each a series of Safeco Resource Series Trust, and each "your Safeco Portfolio" and collectively, the "Safeco Portfolios") The address and telephone number of each Portfolio is [address] and [telephone]. PROSPECTUS FOR CLASS I SHARES OF PIONEER BOND VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER SMALL CAP VALUE II VCT PORTFOLIO (each a "Pioneer Portfolio") The address and telephone number of each Pioneer Portfolio is 60 State Street, Boston, Massachusetts 02109 and 1-800-622-3265 or 1-800-225-6292. This combined proxy statement and prospectus (the "Proxy Statement/Prospectus") dated [____], 2004 is being furnished to shareholders of the Portfolios listed above (each a "Safeco Portfolio") of Safeco Resource Series Trust in connection with the solicitation by the respective board of trustees (the "Board, or the "Trustees") of the Trust of proxies to be used at a joint meeting of shareholders (the "Meeting") to be held at [INSERT ADDRESS] on [___], 2004 at [time]. The Proxy Statement/Prospectus contains information you should know before voting on (i) the approval of a proposed Agreement and Plan of Reorganization (each a "Plan") between each Safeco Portfolio and a corresponding investment company in the Pioneer family of funds listed above (each a "Pioneer Portfolio") providing for the reorganization of each Safeco Portfolio into a corresponding Pioneer Portfolio (each a "Reorganization"), and (ii) the approval of an interim advisory agreement for each Safeco Portfolio. The following table indicates the corresponding Pioneer Portfolio that each Safeco Portfolio shareholder would receive shares of if each Plan is approved, which Safeco Portfolio shareholders may vote on which proposals and on what page of this Proxy Statement/Prospectus the discussion regarding each proposal begins. Although each Reorganization is similar in structure, you should read carefully the specific discussion regarding your Safeco Portfolio's Reorganization.
==================================================================================================================================== Acquired Portfolio Pioneer Portfolio Shareholders Entitled to Vote Page ==================================================================================================================================== Proposal 1 Safeco Bond Portfolio Pioneer Bond VCT Portfolio Safeco Bond Portfolio shareholders ==================================================================================================================================== Proposal 2 Safeco Core Equity Pioneer Fund VCT Portfolio Safeco Core Equity Portfolio Portfolio shareholders ==================================================================================================================================== Proposal 3 Safeco Growth Pioneer Growth Safeco Growth Opportunities Portfolio Opportunities Portfolio Opportunities VCT Portfolio shareholders ==================================================================================================================================== Proposal 4 Safeco Money Market Pioneer Money Market VCT Safeco Money Market Portfolio Portfolio Portfolio shareholders ==================================================================================================================================== Proposal 5 Safeco Multi-Cap Core Pioneer Mid Cap Value VCT Safeco Multi-Cap Core Portfolio Portfolio Portfolio shareholders ==================================================================================================================================== Proposal 6 Safeco Small-Cap Value Pioneer Small Cap Value II Safeco Small-Cap Value Portfolio Portfolio VCT Portfolio shareholders ==================================================================================================================================== Proposal 7(a)-(f) Each Portfolio Not applicable Shareholders of each Portfolio voting separately as to the proposal that affects their Portfolio ====================================================================================================================================
3
==================================================================================================================================== Where to Get More Information ==================================================================================================================================== The Safeco Portfolios' prospectuses dated April 30, 2004. Available to you free of charge by calling 1-800-528-6501. Each prospectus, which is also on file with the SEC, is incorporated by reference into this proxy statement and prospectus. The Safeco Portfolios' annual report dated December 31, Available to you free of charge by calling 1-800-528-6501. Also on 2003 and semiannual report dated June 30, 2004. file with the SEC. See "Available Information." These reports are incorporated by reference into this proxy statement and prospectus. ==================================================================================================================================== Each Pioneer Portfolios' current prospectus and each Available to you free of charge by calling 1-800-225-6292. These Pioneer Portfolio's most recent annual and semi-annual prospectuses are also on file with the SEC. reports to shareholders ==================================================================================================================================== A statement of additional information for this joint Available to you free of charge by calling 1-800-225-6292. Also on proxy statement and prospectus (the "SAI"), dated file with the SEC. This SAI is incorporated by reference into this September , 2004. It contains additional information proxy statement and prospectus. about your Safeco Portfolios and the Pioneer Portfolios. ==================================================================================================================================== To ask questions about this proxy statement and Call your Safeco Portfolio's toll-free telephone number: prospectus. 1-800-[________]. ====================================================================================================================================
An investment in any Pioneer Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Shares of the Pioneer Portfolios have not been approved or disapproved by the Securities and Exchange Commission (the "SEC"). The SEC has not passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Background to the Reorganizations Safeco Asset Management Company ("SAM"), the Safeco Portfolios' investment adviser until August 1, 2004, was a subsidiary of Safeco Corporation, a multi-line insurance company. On August 2, 2004, Symetra Financial Corporation ("Symetra") acquired certain assets from Safeco Corporation, including all of the capital stock of SAM. While reviewing the operations of SAM in anticipation of that transaction, Symetra determined that engaging in the business of investment adviser to the Safeco Portfolios was not a core business that it intended to continue. After investigating and discussing several alternatives for ongoing investment management of the Safeco Portfolios with the Trustees, Symetra conducted a search for a new investment adviser for the Safeco Portfolios. Ultimately Symetra decided to recommend to the Boards that Pioneer Investment Management, Inc. ("Pioneer") be hired to manage the Safeco Portfolios on an interim basis until the reorganizations occur and the Safeco Portfolios be reorganized into similar mutual funds managed by Pioneer. The Boards met at a series of meetings in July 2004. At these meetings your Trustees received and evaluated materials regarding Pioneer and the Pioneer Portfolios, including the performance record and expense structure of each of the Pioneer Portfolios, the impact of the proposed Reorganizations on the Portfolios' shareholders, and the quality of the services offered by Pioneer. At these meetings, Trustees met with representatives of Pioneer. In addition to these general factors, the Trustees also considered these and other factors specifically in the context of each Reorganization. On July 30, 2004, the Boards of Trustees, including all of the Trustees who are not interested persons of SAM (the "Independent Trustees"), unanimously voted to approve each of the Reorganizations. Pioneer believes that it offers favorable long-term investment performance and enhanced shareholder services to the Safeco Portfolios' shareholders. The Reorganizations will, by combining the assets of two mutual funds and, by being part of a family of funds with greater distribution capabilities, offer the potential for increased economies of scale. Increased economies of scale have the potential of benefiting the shareholders of your Safeco Portfolios and the Pioneer Portfolios by spreading fixed costs over a larger asset base and reducing expenses on a per share basis. There can be no assurance that such economies of scale will be realized. Why the Trustees are Recommending the Reorganizations The Trustees believe that reorganizing your Safeco Portfolio into a portfolio with substantially similar investment objective and policies that is part of the Pioneer family of funds offers you potential benefits. These potential benefits and considerations include: 4 o SAM, the investment adviser to each of the Portfolios until August 1, 2004, was acquired by Symetra. Symetra informed the Board that it was not interested in continuing to provide investment advisor services to the Safeco Portfolios. Therefore, a change in your Safeco Portfolio's investment advisor was necessary o The track record of Pioneer in managing the Pioneer Portfolios as compared to the historical performance of the Safeco Portfolios; o The resources of Pioneer, including its infrastructure in shareholder services; o The opportunity to be part of a significantly larger family of funds, with additional product offerings and enhanced shareholder servicing options; o Pioneer's commitment until the second anniversary of the closing date of the Reorganizations to limit the total operating expenses of the Class I shares of each Pioneer Portfolio. How Each Reorganization Will Work o Each Safeco Portfolio will transfer all of its assets to the corresponding Pioneer Portfolio. Each Pioneer Portfolio will assume the corresponding Safeco Portfolio's liabilities that are included in the calculation of such Safeco Portfolio's net asset value at the closing of the Reorganization (the "Closing Date"). o Each Pioneer Portfolio will issue Class I shares to the corresponding Safeco Portfolio in amounts equal to the aggregate net asset value of that Safeco Portfolio's shares. Holders of all share classes of your Safeco Portfolio will receive Class I shares of the corresponding Pioneer Portfolio. These shares will be distributed to shareholders in proportion to the relative net asset value of their share holdings on the Closing Date. On the Closing Date, you will hold the shares of the Pioneer Portfolio with the same aggregate net asset value as the shares of your Safeco Portfolio that you held immediately prior to the reorganization. o Each Safeco Portfolio will be dissolved after the Closing Date. o Pioneer acts as investment adviser to each Pioneer Portfolio. For a two-year period following the Closing Date, Pioneer has agreed to limit each Pioneer Portfolio's total operating expenses (other than extraordinary expenses) for Class I shares. The expense limitation, if any, applicable to the class of shares of the Pioneer Portfolio into which your Safeco Portfolio is being reorganized is set forth under the discussion of the proposal relating to such Reorganization. Pioneer is not required to limit any expenses after the second anniversary of the Reorganization. o The Reorganizations are intended to result in no income, gain or loss being recognized for federal income tax purposes to any of the Pioneer Portfolios, the Safeco Portfolios or the shareholders of the Safeco Portfolios. Who is Pioneer Pioneer is registered as an investment adviser under the Investment Advisers Act of 1940 and acts as investment adviser to mutual fund and institutional accounts. Pioneer or its predecessors have been managing mutual funds since 1928 and at June 30, 2004 had, together with its affiliates, over $35 billion in assets under management. Pioneer is an indirect, wholly-owned subsidiary of UniCredito Italiano S.p.A., an Italian Bank. 5 Who Bears the Expenses Associated with the Reorganizations Pioneer and Symetra will pay all out of pocket expenses of the Safeco Portfolios and the Pioneer Portfolios associated with the Reorganizations, including, but not limited to: (1) the expenses associated with the preparation, printing and mailing of any shareholder communications, including this joint Proxy Statement/Prospectus, and any filings with the SEC and other governmental authorities in connection with the Reorganizations; (2) the fees and expenses of any proxy solicitation firm retained in connection with the Reorganizations; (3) the legal fees and expenses incurred by the Safeco Portfolios in connection with the Reorganizations; and (4) the Trustee fees and out of pocket expenses incurred as a result of the Reorganizations. Will Pioneer and Symetra Benefit From the Reorganizations Pioneer will benefit from managing a larger pool of assets. Pioneer is also acquiring certain assets associated with SAM's mutual funds and institutional account advisory business. In consideration of that acquisition of these assets and certain covenants from Symetra and SAM, including their assistance in facilitating the Reorganization and their assistance in facilitating the Reorganizations and their obligation to indemnify Pioneer against certain liabilities, Pioneer has agreed to pay Symetra up to $30 million. This amount is subject to downward adjustment if the net assets of the Safeco Portfolios that approve the Reorganizations (together with assets in certain other accounts) are less than $2.6 billion. Why Are Interim Advisory Agreements Being Voted On Having determined to recommend the Reorganizations, the Trustees elected to appoint Pioneer as investment adviser to each Portfolio until the closing of the Reorganization given that Symetra had indicated that it did not wish to continue to offer investment advisory services to the Safeco Portfolios. Under the Investment Company Act of 1940, as amended (the "Investment Company Act"), shareholders must approve any new investment adviser to a Safeco Portfolio. However, Rule 15a-4 under the Investment Company Act permits your trustees to appoint an adviser on an interim basis without prior shareholder approval if the new adviser agrees to provide such services on the same terms as the previous adviser and approval of the new adviser is submitted to shareholders within 150 days. Because Pioneer will be making the payment to Symetra discussed above, any fees that Pioneer would be entitled to under the interim advisory agreement will be held in escrow until shareholders approval is obtained. If Pioneer is not approved as investment adviser to a Portfolio, Pioneer will not receive the fee under the current investment advisory agreement with SAM but instead would be paid a fee based upon Pioneer's cost in managing the Portfolio. If the Reorganizations and the appointment of Pioneer as interim investment adviser is not approved by December [ ], 2004, Pioneer will no longer provide advisory services to the Portfolios, unless an extension of the 150 day period is permitted by a Rule or independent position of the staff of the SEC. What Happens if a Reorganization Is Not Approved If a Reorganization is not approved, the Board for that Safeco Portfolio will consider what alternative action to take. Such action could include the liquidation of the Portfolio. Who is Eligible to Vote If you are the owner of a variable annuity or variable life insurance contract (a "contract owner"), the insurance company that issued your contract is the record owner of portfolio shares. By completing and returning the enclosed voting instruction card, you will instruct the insurance company how to vote the shares of the portfolio attributable to your contract. Shareholders of record on [ ], 2004 are entitled to attend and vote at the Meeting or any adjournment of the Meeting. On each proposal, all shareholders of a Safeco Portfolio will vote together as a single class. Each share is entitled to one vote. Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to shareholders' instructions. If you sign a proxy but do not fill in a vote, your shares will be voted to approve the Agreement and Plan of Reorganization and the interim advisory agreement with Pioneer. If any other business comes before the Meeting, your shares will be voted at the discretion of the persons named as proxies.
TABLE OF CONTENTS ================================================================================================ Page ================================================================================================ INTRODUCTION ================================================================================================ PROPOSAL 1 - SAFECO BOND PORTFOLIO ================================================================================================ PROPOSAL 2 - SAFECO CORE EQUITY PORTFOLIO ================================================================================================ PROPOSAL 3 - SAFECO GROWTH OPPORTUNITIES PORTFOLIO ================================================================================================ PROPOSAL 4 - SAFECO MONEY MARKET PORTFOLIO ================================================================================================ PROPOSAL 5 - SAFECO MULTI CAP CORE PORTFOLIO ================================================================================================ PROPOSAL 6 - SAFECO SMALL CAP VALUE II PORTFOLIO ================================================================================================ TERMS OF EACH AGREEMENT AND PLAN OF REORGANIZATION ================================================================================================ TAX STATUS OF EACH REORGANIZATION ================================================================================================ PROPOSAL 7(A)-(F)- APPROVAL OF PIONEER AS INVESTMENT ADVISER FOR EACH PORTFOLIO ================================================================================================ VOTING RIGHTS AND REQUIRED VOTE ================================================================================================ ACTIONS TO BE TAKEN IF THE PROPOSALS ARE NOT APPROVED ================================================================================================ ADDITIONAL INFORMATION ABOUT THE PIONEER PORTFOLIOS ================================================================================================ FINANCIAL HIGHLIGHTS ================================================================================================ INFORMATION CONCERNING THE MEETING ================================================================================================ OWNERSHIP OF SHARES OF THE PORTFOLIOS ================================================================================================ EXPERTS ================================================================================================ AVAILABLE INFORMATION ================================================================================================ ANNEX A - AGREEMENT AND PLAN OF REORGANIZATION ================================================================================================ ANNEX B - FORM OF INTERIM ADVISORY AGREEMENT ================================================================================================ ANNEX C - ADDITIONAL INFORMATION REGARDING PIONEER ================================================================================================
6 Safeco Bond Portfolio and Pioneer Bond VCT Portfolio PROPOSAL 1 Approval of Agreement and Plan of Reorganization SUMMARY The following is a summary of more complete information appearing later in this proxy statement and prospectus or incorporated herein. You should read carefully the entire proxy statement, including the form of Agreement and Plan of Reorganization attached as Exhibit A because they contain details that are not in the summary.
Comparison of Safeco Bond Portfolio to the Pioneer Bond Portfolio =================================================================================================================================== Safeco Bond Portfolio Pioneer Bond Portfolio =================================================================================================================================== Business A series of Safeco Resource Series Trust, a A newly created series of Pioneer Variable Contracts diversified open-end management investment Trust, a diversified open-end management investment company organized as a Delaware statutory trust. company organized as a Delaware statutory trust. =================================================================================================================================== Net assets as of $47.8 million None. The Pioneer Bond Portfolio is newly created June 30, 2004 and does not expect to commence investment operations until the Reorganization occurs. =================================================================================================================================== Investment advisers and Investment adviser (until August 1, 2004): Investment adviser portfolio managers SAM Pioneer Portfolio Managers (until August 1, 2004): Portfolio Manager: Greg Card (since 2001) CFA, Assistant Vice President, SAM Day-to-day management of the Fund's portfolio is the responsibility of a team of fixed income portfolio Tim Hokari (since 2000) managers led by Kenneth J. Taubes. Assistant Vice President, SAM Mr. Taubes joined Pioneer as a senior vice president Lesley Fox (since 2000) in 1998 and has been an investment professional since Assistant Vice President, SAM 1982. Nancy McFadden (since 2004) Currently Pioneer is acting as investment adviser to the Portfolio. The portfolio managers of the Pioneer Portfolio, as indicated in the next column, currently manage your Safeco Portfolio. =================================================================================================================================== Investment objective Each Portfolio seeks to provide as high a level of current income as is consistent with the relative stability of capital. Each Portfolio provides written notice to shareholders at least 60 days prior to any change to its investment objective as described above. =================================================================================================================================== Primary investments Under normal circumstances, each Portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds, most of which are medium-term. =================================================================================================================================== Investment strategies SAM historically analyzed each security it considers for purchase on a stand-alone basis and on how the security fits in with other assets of the Portfolio. SAM historically considered: o The price of the security relative to its rating and market sector o Structural features, such as an issuer's right to buy the bond back at a stated price (a "call"), or the Portfolio's right to require the issuer to buy the bond back at a stated price (a "put") o The effect the security might have on the existing diversification of Portfolio assets and allocation among various market sectors o The effect the security might have on the yield and sensitivity to interest rate changes of the Portfolio's assets overall Each Portfolio may sell a security if: o A different sector of the market is more attractive ===================================================================================================================================
=================================================================================================================================== Safeco Bond Portfolio Pioneer Bond Portfolio =================================================================================================================================== o The adviser is concerned about an issuer's credit risk o The security becomes fully valued o Cash is needed to meet shareholder redemptions =================================================================================================================================== Other investments Each Portfolio may invest up to 50% of its assets in mortgage-related securities, including GNMA securities, mortgage pass-through securities issued by governmental and non-governmental issuers and collateralized mortgage obligations ("CMOs") that are rated in the top four investment grades. Each Portfolio may invest significantly in debt securities of the following sectors: domestic industrials, domestic utilities, supranationals, Yankee and foreign. Each Portfolio may also invest in below investment-grade debt securities. Each Portfolio may purchase "when-issued" or "delayed-delivery" securities, and may purchase or sell securities on a "forward commitment" basis. Each Portfolio may invest up to 20% if its assets in foreign securities which are listed on a national exchange, including investments in American Depository Receipts. =================================================================================================================================== Temporary defensive Each Portfolio may hold cash or invest in high-quality, short-term securities issued by an agency or strategies instrumentality of the U.S. government, high-quality commercial paper, certificates of deposit, shares of no-load, open-end money market funds, or repurchase agreements as a temporary defensive measure when market conditions so warrant. =================================================================================================================================== Diversification Each Portfolio is diversified for the purpose of the Investment Company Act and each Portfolio is subject to diversification requirements under the Internal Revenue Code of 1986 (the "Code"). =================================================================================================================================== Industry concentration Each Portfolio may not invest more than 25% of its assets in any one industry. =================================================================================================================================== Restricted and illiquid If immediately after and as a result of such action the value of the following securities, in the securities aggregate, would exceed 15% of a Portfolio's net assets, each Portfolio will not (i) purchase securities for which there is no readily available market, (ii) purchase time deposits maturing in more than seven days, (iii) purchase over-the-counter (OTC) options or hold assets set aside to cover OTC options written by the Portfolio, (iv) enter into repurchase agreements maturing in more than seven days, or (v) invest in interests in real estate investment trusts which are not readily marketable or interests in real estate limited partnerships which are not listed or traded on the NASDAQ Stock Market. =================================================================================================================================== Borrowing Each Portfolio may borrow money (i) from banks, or (ii) by engaging in reverse repurchase agreements. The Portfolio will not commit to additional securities purchases if total outstanding borrowings are equal to 5% or more of total assets. =================================================================================================================================== Lending Each Portfolio may lend securities to qualified institutional investors with a value of up to 33% of the Portfolio's total assets. =================================================================================================================================== Derivative instruments Each Portfolio may not purchase securities on margin. However, the Portfolio may (i) obtain short-term credits as necessary to clear its purchases and sales of securities, and (ii) make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. =================================================================================================================================== Other investment As described above, the Portfolios have substantially similar investment strategies and policies. Certain policies and restrictions of the non-principal investment policies and restrictions are different. For a more complete discussion of each Portfolio's other investment policies and fundamental and non-fundamental investment restrictions, see the SAI. =================================================================================================================================== Buying, Selling and Exchanging Shares =================================================================================================================================== Sales charges Shares of the Portfolio are not subject to any The Class I shares of Pioneer Bond Portfolio you sales charges. receive in the Reorganization will not be subject to any sales charge. =================================================================================================================================== Management and other Safeco Bond Portfolio pays SAM an investment Pioneer Opportunities Portfolio pays Pioneer a fees advisory and management fee equal to 0.74% of management fee equal to 0.50% of the Portfolio's the Portfolio's average daily net assets. average daily net assets. Pursuant to this arrangement, SAM serves as administrator and fund accounting agent for the In addition, the Portfolio reimburses Pioneer for Portfolio. certain fund accounting and legal expenses incurred on behalf of the ===================================================================================================================================
2
=================================================================================================================================== Safeco Bond Portfolio Pioneer Bond Portfolio =================================================================================================================================== For the fiscal year ended December 31, 2003, Portfolio and pays a separate shareholder the Portfolio's annual operating expenses were servicing/transfer agency fee to Pioneer 0.86%, per share. Investment Management Shareholder Services, Inc. ("PIMSS"), an affiliate of Pioneer. Pioneer has agreed until the second anniversary of the closing of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I shares to 0.89% of the average daily net assets attributable to Class I. =================================================================================================================================== Distribution and Shares of each Portfolio are not subject to a Rule 12b-1 fee. service (12b-1) fee =================================================================================================================================== Buying shares Each Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable contracts and to qualified plans. Shares of the Portfolios are sold at net asset value. Investments in a Portfolio are credited to an insurance company's separate account or qualified plan account, immediately upon acceptance of the investment by the Portfolio. The offering of shares of any Portfolio may be suspended for a period of time, and each Portfolio reserves the right to reject any specific purchase order. Purchase orders may be refused if, in the investment adviser's opinion, they are of a size or frequency that would disrupt the management of the Portfolio. =================================================================================================================================== Selling shares Shares of each Portfolio will be sold at net asset value per share next calculated after the Portfolio receives your request in good order. You may sell your shares by contacting the insurance company sponsoring your variable contract, as described in your Portfolio's prospectus. You can also sell your shares by contacting the Portfolio directly if your account is registered in your name. If the account is established in the shareholder's own name, shareholders may also redeem shares of the Portfolio by telephone or online. ===================================================================================================================================
Comparison of Principal Risks of Investing in the Portfolios Because each Portfolio has substantially the same investment objective, primary investment policies and strategies, the Portfolios are subject to the same principal risks. Even though each Portfolio seeks a high level of current income, you could lose money on your investment in either Portfolio or not make as much as if you invested elsewhere if: o Interest rates go up, causing the value of debt securities in the Portfolio to go down o Below investment grade securities generally have greater volatility, reduced liquidity and a much higher risk of repayment default o Prepayment fluctuations during periods of declining interest rates may decrease the overall investment returns of the Portfolio o Risks associated with mortgage-backed securities, such as interest rate risk and prepayment risk may be amplified if the investment is in a collateralized mortgage obligation o Yankee sector bonds carry the risk of nationalization of the issuer, confiscatory taxation by the foreign government and establishment of controls by the foreign government that would inhibit the remittance due to the Portfolio o Eurodollar bonds are subject to the risk that a foreign government might prevent dollar denominated funds from flowing across its borders o To the extent the portfolio owns bonds denominated in foreign currencies, it could lose money as a result of unfavorable currency exchange rates 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. 3 Past Performance Set forth below is performance information for Safeco Bond Portfolio. The bar charts show how Safeco Bond Portfolio's total return (not including any deduction for sales charges) has varied from year to year for each full calendar year. The tables show average annual total return (before and after sales taxes) for Safeco Bond Portfolio over time for each class of shares (including deductions for sales charges) compared with a broad-based securities market index. Past performance before and after taxes does not indicate future results. Pioneer Bond Portfolio has not commenced investment operations. Safeco Bond Portfolio Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED BY A BAR CHART IN THE PRINTED DOCUMENT.]
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 - -2.93 17.87 0.54 8.41 8.90 -3.99 11.79 7.28 7.79 3.28
*During the period shown in the bar chart, your Portfolio's highest quarterly return was 5.96% for the quarter ended June 30, 1995, and the lowest quarterly return was -3.15% for the quarter ended March 31, 1994. Safeco Bond Portfolio Average Annual Total Returns as of December 31, 2003
1 Year 5 Years 10 Years ------ ------- -------- Safeco Bond Portfolio 3.28% 5.09% 5.70% Lehman Brothers Aggregate Bond Index(1) 4.10% 6.62% 6.95% (reflects no deduction for fees, expenses or taxes)
- ------------------ (1) The Lehman Brothers Aggregate Bond Index, an unmanaged index of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index, is for reference only, does not mirror the Portfolio's investments, and reflects no deduction for fees or expenses. The Portfolios' Fees and Expenses Shareholders of both Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Portfolio. The expenses in the tables appearing below are based on (i) for your Portfolio, the expenses of your Portfolio for the period ended December 31, 2003 and (ii) for Pioneer Bond Portfolio, the expenses of Pioneer Bond Portfolio are estimated. Future expenses for all share classes may be greater or less.
=============================================================================================== Shareholder transaction fees (paid Pioneer Bond Portfolio directly from your investment) Safeco Bond Portfolio Class I Shares =============================================================================================== Redemption fees for shares held less None None than 30 days =============================================================================================== Sales charge or deferred sales charge None None =============================================================================================== Annual Portfolio operating expenses (deducted from Portfolio assets) (as a % of average net assets) =============================================================================================== Management fee 0.74% 0.50% =============================================================================================== Distribution and service (12b-1) fee None None =============================================================================================== Other expenses 0.12% 0.16% =============================================================================================== Total Portfolio operating expenses 0.86% 0.66% =============================================================================================== Expense reduction None None (1) =============================================================================================== Net Portfolio operating expenses 0.86% 0.66% ===============================================================================================
4 (1) Pioneer has agreed that through the second anniversary of the closing of the Reorganization, Pioneer will limit the ordinary operating expenses of the Class I shares (excluding taxes, commissions, interest and extraordinary expenses) of Pioneer Bond Portfolio to 0.89% of average daily net assets. The hypothetical example below helps you compare the cost of investing in each Portfolio. It assumes that: (a) you invest $10,000 in each Portfolio for the time periods shown, (b) you reinvest all dividends and distributions, (c) your investment has a 5% return each year, (d) each Portfolio's gross operating expenses remain the same, and (e) the expense limitations are in effect for two years for Pioneer Bond Portfolio. The examples are for comparison purposes only and are not a representation of either Portfolio's actual expenses or returns, either past or future.
====================================================================== Example ====================================================================== Safeco Bond Portfolio ====================================================================== ====================================================================== Year 1 $88 ====================================================================== Year 3 $274 ====================================================================== Year 5 $477 ====================================================================== Year 10 $1,061 ====================================================================== Pioneer Bond Portfolio ====================================================================== Class I Shares ====================================================================== Year 1 $68 ====================================================================== Year 3 $213 ====================================================================== Year 5 $370 ====================================================================== Year 10 $828 ======================================================================
Reasons for the Proposed Reorganization The Trustees believe that the proposed Reorganization is in the best interests of Safeco Bond Portfolio. The Trustees considered the following matters, among others, in approving the proposal. First, SAM, the investment adviser to the Portfolio until August 2, 2004, was acquired by Symetra. Symetra informed the Trustees that it was not interested in continuing to provide investment advisery services to the Safeco Funds. Consequently, a change in your Portfolio's investment management was necessary. Second, the resources of Pioneer. At June 30, 2004, Pioneer managed over 62 investment companies and accounts with approximately $35 billion in assets. Pioneer is part of the global asset management group of UniCredito Italiano S.p.A., one of the largest banking groups in Italy, providing investment management and financial services to mutual funds, institutional and other clients. As of June 30, 2004, assets under management by UniCredito Italiano S.p.A. were approximately $151 billion worldwide. Shareholders of your Portfolio would become part of a significantly larger family of funds that offers a more diverse array of investment options and enhanced shareholder account options. The Pioneer family of mutual funds offers over 62 funds, including domestic and international equity and fixed income funds and a money market fund that will be available to your Portfolio's shareholders through exchanges. In addition, Pioneer offers shareholders additional options for their accounts, including the ability to transact and exchange shares over the telephone or online and the ability to access account values and transaction history in all of the shareholder's direct accounts in the Pioneer Funds over the telephone or online. Third, Pioneer's commitment until the second anniversary of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of Class I shares of the Pioneer Bond Portfolio to 0.89% of average daily net assets. In addition, the estimated expenses of Pioneer Bond Portfolio are lower than the expenses of your Safeco Portfolio. Fourth, the Class I shares of Pioneer Bond Portfolio received in the Reorganization will provide Safeco Bond Portfolio shareholders with exposure to substantially the same investment product as they currently have. 5 Pioneer and Symetra will pay all expenses of the Safeco Funds and the Pioneer Funds associated with the Reorganizations, including, but not limited to: (1) the expenses associated with the preparation, printing and mailing of any shareholder communications, including this joint Proxy Statement/Prospectus, and any filings with the SEC and other governmental authorities in connection with the Reorganizations; (2) the fees and expenses of any proxy solicitation firm retained in connection with the Reorganizations; (3) the legal fees and expenses incurred by the Safeco Funds in connection with the Reorganizations; and (4) the Trustee fees and expenses incurred as a result of the Reorganizations. The Trustees considered that Pioneer and Symetra will benefit from the Reorganization. See "Background to the Reorganization." The board of trustees of Pioneer Bond Portfolio also considered that the Reorganization presents an excellent opportunity for the Pioneer Bond Portfolio to acquire investment assets without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. This opportunity provides an economic benefit to Pioneer Bond Portfolio and its shareholders. Capitalization The following table sets forth the capitalization of each Portfolio as of December 31, 2003.
====================================================================================== Pioneer Bond Portfolio Safeco Bond Portfolio Class I Shares December 31, 2003 December 31, 2003 ====================================================================================== Net Assets (in thousands) $51,565 N/A ====================================================================================== Net Asset Value Per Share $11.24 N/A ====================================================================================== Shares Outstanding 4,587,000 N/A ======================================================================================
It is impossible to predict how many shares of Pioneer Bond Portfolio will actually be received and distributed by your Portfolio on the Reorganization date. The table should not be relied upon to determine the amount of Pioneer Bond Portfolio's shares that will actually be received and distributed. Board's Evaluation and Recommendation For the reasons described above, the Trustees, including the Independent Trustees, approved the Reorganization. In particular, the Trustees determined that the Reorganization is in the best interests of your Portfolio. Similarly, the board of trustees of Pioneer Bond Portfolio, including its Independent Trustees, approved the Reorganization. They also determined that the Reorganization is in the best interests of Pioneer Bond Portfolio. The Trustees recommend that the shareholders of your Portfolio vote FOR the proposal to approve the Agreement and Plan of Reorganization. 6 Safeco Core Equity Portfolio and Pioneer Fund VCT Portfolio PROPOSAL 2 Approval of Agreement and Plan of Reorganization SUMMARY The following is a summary of more complete information appearing later in this proxy statement and prospectus or incorporated herein. You should read carefully the entire proxy statement, including the form of Agreement and Plan of Reorganization attached as Exhibit A because they contain details that are not in the summary.
Comparison of Safeco Core Equity Portfolio to the Pioneer Fund Portfolio =================================================================================================================================== Safeco Core Equity Portfolio Pioneer Fund Portfolio =================================================================================================================================== Business A series of Safeco Resource Series Trust, a A series of Pioneer Variable Contracts Trust, a diversified open-end management investment company diversified open-end management investment organized as a Delaware statutory trust. company organized as a Delaware statutory trust. =================================================================================================================================== Net assets as of $306.9 million $ million June 30, 2004 =================================================================================================================================== Investment advisers and Investment adviser (until August 1,2004): Investment adviser portfolio managers SAM Pioneer Portfolio Managers: Portfolio Managers: Richard D. Meagley (since 1995 and until August John A. Carey 1, 2004) Executive Vice President, Pioneer CFA, Vice President, SAM Joined Pioneer in 2001 Investment Professional Since 1979 Darcy McLaren (since 2003 and until August 1, 2004) Walter Hunnewell, Jr. CFA, Vice President, SAM Vice President, Pioneer Joined SAM in 1994 Joined Pioneer in 2001 Investment Professional Since 1985 Currently Pioneer is acting as investment adviser to the Portfolio. The portfolio managers of the Pioneer Portfolio, as indicated in the next column, currently manage your Safeco Portfolio. =================================================================================================================================== Investment objective The Portfolio seeks long-term growth of capital The Portfolio seeks reasonable income and capital and reasonable current income. growth. ========================================================================================================= Each Portfolio provides written notice to shareholders at least 60 days prior to any change to its investment objective as described above. =================================================================================================================================== Primary investments Under normal circumstances, the Portfolio The Portfolio invests the major portion of its invests at least 80% of its net assets (plus assets in equity securities, primarily of U.S. any borrowings for investment purposes) in issuers. For purposes of the Portfolio's investment equity securities and, to a much lesser extent, policies, equity securities include common stocks, invests in equity-related securities. convertible debt and other equity instruments, such as depositary receipts, warrants, rights, interests in real estate investment trusts (REITS) and preferred stocks. ===================================================================================================================================
=================================================================================================================================== Safeco Core Equity Portfolio Pioneer Fund Portfolio =================================================================================================================================== Investment strategies The Portfolio invests primarily in stocks of Pioneer uses a "value" style of management and larger, established companies that: seeks securities selling at reasonable prices or o Are proven performers substantial discounts to their underlying values o Have predictable earnings growth over and then holds these securities until the market a three- to five-year outlook values reflect their intrinsic values. Pioneer o Have food value relative to earnings looks at the following factors in selecting prospects investments: favorable expected returns relative to perceived risk; above average potential for To a lesser extent, the Portfolio buys stocks earnings and revenue growth; low market valuations the investment adviser believes will benefit relative to earnings forecast, book value, cash from a specific short-term earnings catalyst, flow and sales; a sustainable competitive such as a cost-cutting program or company advantage such as a brand name, customer base, restructure. proprietary technology or economies of scale. =================================================================================================================================== Other investments The Portfolio may invest in securities The Portfolio may invest up to 25% of its total convertible into common stock, but less than assets in REITs. 35% of its total assets will be invested in such securities. The Portfolio may invest up to 10% of its total assets in equity securities of non-U.S. corporate The Portfolio may invest up to 20% of its issuers and debt securities of non-U.S. corporate assets in foreign securities which are listed and government issuers. The Portfolio will not on a national exchange, including investments invest more than 5% of its total assets in in American Depository Receipts. securities of emerging markets issuers. The Portfolio may invest the balances of its assets in debt securities of corporate and government issuers. Generally, the Portfolio acquires debt securities that are rated investment grade, but the Portfolio may invest up to 5% of its net assets in below investment grade debt securities issued by both U.S. and non-U.S. corporate and government issuers, including below investment grade convertible debt securities. The Portfolio invests in debt securities when Pioneer believes that they are consistent with the Portfolio's investment objective by offering the potential for reasonable income and capital growth, to diversity the Portfolio or for greater liquidity. =================================================================================================================================== Temporary defensive The Portfolio may hold cash or invest in The Portfolio may invest all or part of its assets strategies high-quality, short-term securities issued by in securities with remaining maturities of less than an agency or instrumentality of the U.S. one year, cash equivalents or may hold cash. government, high-quality commercial paper, certificates of deposit, shares of no-load, open-end money market funds, or repurchase agreements as a temporary defensive measure when market conditions so warrant. =================================================================================================================================== Diversification Each Portfolio is diversified for the purpose of the Investment Company Act, and each Portfolio is subject to diversification requirements under the Code. =================================================================================================================================== Industry concentration Each Portfolio may not invest more than 25% of its assets in any one industry. =================================================================================================================================== Restricted and illiquid If immediately after and as a result of such The Portfolio will not invest more than 15% of its securities action the value of the following securities, net assets in illiquid and other securities that are in the aggregate, would exceed 15% of the not readily marketable. Repurchase agreements Portfolio's net assets, the Portfolio will not maturing in more than seven days will be included (i) purchase securities for which there is no for purposes of the foregoing limit. Securities readily available market, (ii) purchase time subject to restrictions on resale under the deposits maturing in more than seven days, Securities Act of 1933, as amended (the "1933 Act"), (iii) purchase over-the-counter (OTC) options are considered illiquid unless they are eligible for or hold assets set aside to cover OTC options resale pursuant to Rule 144A or another exemption written by the Portfolio, (iv) enter into from the registration requirements of the 1933 Act repurchase agreements maturing in more than and are determined to be liquid by Pioneer. seven days, or (v) invest in interests in real estate investment trusts which are not readily marketable or interests in real estate limited partnerships which are not listed or traded on the NASDAQ Stock Market. =================================================================================================================================== Borrowing The Portfolio may borrow money (i) from banks, The Portfolio may not borrow money, except the or (ii) by engaging in reverse repurchase Portfolio may: (a) borrow from banks or through agreements. The Portfolio will not commit to reverse repurchase agreements in an amount up to 33 additional securities purchases if total 1/3% of the Portfolio's total assets (including the outstanding borrowings are equal to 5% or more amount borrowed); (b) to the extent permitted by of total assets. applicable law, borrow up to an additional 5% of the Portfolio's assets for temporary purposes; (c) obtain such short-term credits as are necessary for the clearance of Portfolio transactions; (d) the Portfolio may purchase securities on margin to the extent permitted by applicable law; and (e) engage in transactions in mortgage dollar rolls that are accounted for as financings. ===================================================================================================================================
2
=================================================================================================================================== Safeco Core Equity Portfolio Pioneer Fund Portfolio =================================================================================================================================== Lending The Portfolio may lend securities to qualified The Portfolio may not make loans, except that the institutional investors with a value of up to Portfolio may (i) lend portfolio securities in 33% of the Portfolio's total assets. accordance with the Portfolio's investment policies, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, (iv) participate in a credit facility whereby the Portfolio may directly lend to and borrow money from other affiliated Portfolios to the extent permitted under the 1940 Act or an exemption therefrom, and (v) make loans in any other manner consistent with applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction. =================================================================================================================================== Derivative instruments The Portfolio may write put or call options if, The Portfolio may use futures and options on as a result thereof, the aggregate value of the securities, indices and currencies, forward currency assets underlying all such options does not exchange contracts and other derivatives. The exceed 25% of the Portfolio's net assets. Portfolio does not use derivatives as a primary investment technique and generally limits their use The Portfolio may purchase put or call options to hedging. However, the Portfolio may use on futures contracts if, as a result thereof, derivatives for a variety of non-principal purposes, the aggregate premiums paid on all options or including: options on futures contracts do not exceed 20% o As a hedge against adverse changes in stock of the Portfolio's net assets. market prices, interest rates or currency exchange rates The Portfolio may enter into any futures o As a substitute for purchasing or selling contract or option on a futures contract, if as securities a result thereof, the aggregate margin deposits o To increase the Portfolio's return as a and premiums required on all such instruments non-hedging strategy that may be considered does not exceed 5% of the Portfolio's net speculative assets. The Portfolio may not purchase securities on margin. However, the Portfolio may (i) obtain short-term credits as necessary to clear its purchases and sales of securities, and (ii) make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. =================================================================================================================================== Other investment As described above, the Portfolios have substantially similar principal investment strategies and policies and policies. Certain of the non-principal investment policies and restrictions are different. For a more restrictions complete discussion of each Portfolio's other investment policies and fundamental and non-fundamental investment restrictions, see the SAI. =================================================================================================================================== Buying, Selling and Exchanging Shares =================================================================================================================================== Sales charges Shares of the Portfolio are not subject to any The Class I shares of Pioneer Fund Portfolio you sales charges. receive in the Reorganization will not be subject to any sales charge. =================================================================================================================================== Management and other Safeco Core Equity Portfolio pays SAM an Pioneer Fund Portfolio pays Pioneer a management fee fees investment advisory and management fee equal to equal to 0.65% of the Portfolio's average daily net 0.74% of the Portfolio's average daily net assets. assets. Pursuant to this agreement, SAM serves as administrator and fund accounting agent for During its most recent fiscal year, Pioneer Fund the Portfolio. Portfolio paid an advisory fee at an average rate of 0.65% of average daily net assets. ===================================================================================================================================
3
=================================================================================================================================== Safeco Core Equity Portfolio Pioneer Fund Portfolio =================================================================================================================================== For the fiscal year ended December 31, 2003, the Portfolio's annual operating expenses were In addition, the Portfolio reimburses Pioneer for 0.80%, per share. certain fund accounting and legal expenses incurred on behalf of the Portfolio and pays a separate shareholder servicing/transfer agency fee to PIMSS, an affiliate of Pioneer. For the fiscal year ended December 31, 2003, the Portfolio's annual operating expenses for Class I shares were 0.76% per share. Pioneer has agreed until the second anniversary of the closing of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and expenses) of the Class I shares to 0.80% of the average daily net assets attributable to Class I. =================================================================================================================================== Distribution and Shares of each Portfolio are not subject to a Rule 12b-1 fee. service (12b-1) fee =================================================================================================================================== Buying shares Each Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable contracts and to qualified plans. Shares of the Portfolios are sold at net asset value. Investments in a Portfolio are credited to an insurance company's separate account or qualified plan account, immediately upon acceptance of the investment by the Portfolio. The offering of shares of any Portfolio may be suspended for a period of time, and each Portfolio reserves the right to reject any specific purchase order. Purchase orders may be refused if, in the investment adviser's opinion, they are of a size or frequency that would disrupt the management of the Portfolio. =================================================================================================================================== Selling shares Shares of each Portfolio will be sold at net asset value per share next calculated after the Portfolio receives your request in good order. You may sell your shares by contacting the insurance company sponsoring your variable contract, as described in your Portfolio's prospectus. You can also sell your shares by contacting the Portfolio directly if your account is registered in your name. If the account is established in the shareholder's own name, shareholders may also redeem shares of the Portfolio by telephone or online. ===================================================================================================================================
Comparison of Principal Risks of Investing in the Portfolios Because each Portfolio has a similar investment objective, primary investment policies and strategies, the Portfolios are subject to the same principal risks. You could lose money on your investment in either Portfolio or not make as much as if you invested elsewhere if: o The stock market goes down (this risk may be greater in the short term) o Value stocks fall out of favor with investors o The Portfolio's assets remain undervalued or do not have the potential value originally expected o Stocks selected for income do not achieve the same return as securities selected for capital growth Past Performance Set forth below is performance information for each Portfolio. The bar charts show how each Portfolio's total return (not including any deduction for sales charges) has varied from year to year for each full calendar year. The tables show average annual total return (before and after sales taxes) for each Portfolio over time for each class of shares (including deductions for sales charges) compared with a broad-based securities market index. Past performance before and after taxes does not indicate future results. 4 Safeco Core Equity Portfolio Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 8.94 28.63 24.79 24.85 24.89 9.31 -10.79 -9.38 -25.91 24.78
*During the period shown in the bar chart, your Portfolio's highest quarterly return was 18.76% for the quarter ended December 31, 1998, and the lowest quarterly return was -18.21% for the quarter ended September 30, 2002. Pioneer Fund Portfolio - Class I Shares Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1998 1999 2000 2001 2002 2003 26.12 15.91 1.22 -10.85 -19.03 23.76
*During the period shown in the bar chart, since it's inception on October 31,1997, Pioneer Fund Portfolio's highest quarterly return was 21.04% for the quarter ended December 31, 1998, and the lowest quarterly return was -17.28% for the quarter ended September 30, 2002. Average Annual Total Returns as of December 31, 2003
Since 1 Year 5 Years Inception 10 Years ------ ------- --------- -------- Safeco Core Equity Portfolio 24.78% -3.96% N/A 8.34% Pioneer Fund Portfolio 23.76% 0.94% 5.93%(1) N/A S&P 500 Index(2) 28.67% -0.57% 4.73 11.06% (reflects no deduction for fees, expenses or taxes)
- ------------ (1) The Portfolio commenced operations on October 31, 1997. (2) The S&P 500 Index, an unmanaged index measuring performance of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and the over-the-counter market, is for reference only and does not mirror the Portfolios' investments. 5 The Portfolios' Fees and Expenses Shareholders of both Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Portfolio. The expenses in the tables appearing below are based on (i) for your Portfolio, the expenses of your Portfolio for the period ended December 31, 2003 and (ii) for Pioneer Fund Portfolio, the expenses of Pioneer Fund Portfolio for the period ended December 31, 2003. Future expenses for all share classes may be greater or less.
=============================================================================================== Shareholder transaction fees (paid Safeco Core Equity Pioneer Fund Portfolio directly from your investment) Portfolio Class I Shares =============================================================================================== Redemption fees for shares held less None None than 30 days =============================================================================================== Sales charge or deferred sales charge None None =============================================================================================== Annual Portfolio operating expenses (deducted from Portfolio assets) (as a % of average net assets) =============================================================================================== Management fee 0.74% 0.65% =============================================================================================== Distribution and service (12b-1) fee None None =============================================================================================== Other expenses 0.06% 0.05% =============================================================================================== Total Portfolio operating expenses 0.80% 0.70% =============================================================================================== Expense reduction None None =============================================================================================== Net Portfolio operating expenses 0.80% 0.70% ===============================================================================================
(1) Pioneer has agreed that through the second anniversary of the closing of the Reorganization, Pioneer will limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I shares of Pioneer Fund Portfolio to 0.80% of average daily net assets. The hypothetical example below helps you compare the cost of investing in each Portfolio. It assumes that: (a) you invest $10,000 in each Portfolio for the time periods shown, (b) you reinvest all dividends and distributions, (c) your investment has a 5% return each year, (d) each Portfolio's gross operating expenses remain the same, and (e) the expense limitations are in effect for two years for Pioneer Fund Portfolio. The examples are for comparison purposes only and are not a representation of either Portfolio's actual expenses or returns, either past or future.
====================================================================== Example ====================================================================== Safeco Core Equity Portfolio ====================================================================== ====================================================================== Year 1 $82 ====================================================================== Year 3 $255 ====================================================================== Year 5 $444 ====================================================================== Year 10 $990 ====================================================================== Pioneer Fund Portfolio ====================================================================== Class I Shares ====================================================================== Year 1 $71 ====================================================================== Year 3 $224 ====================================================================== Year 5 $389 ====================================================================== Year 10 $870 ======================================================================
Reasons for the Proposed Reorganization The Trustees believe that the proposed Reorganization is in the best interests of Safeco Core Equity Portfolio. The Trustees considered the following matters, among others, in approving the proposal. First, SAM, the investment adviser to the Portfolio until August 2, 2004, was acquired by Symetra. Symetra informed the Trustees that it was not interested in continuing to provide investment advisory services to the Safeco Portfolios. Consequently, a change in your Portfolio's investment management was necessary. Second, the investment performance of Pioneer Fund Portfolio is superior to the historical investment performance of your Portfolio. For the one and five year periods ended [June 30], 2004, Class I shares of Pioneer Fund Portfolio had an average 6 annual return of ___% and ___%, respectively, compared to an average annual return of your Portfolio's shares of ___% and ___%, respectively, during the same period. In addition, the Trustees considered the track record of Pioneer in managing equity and fixed income mutual funds. Third, the resources of Pioneer. At June 30, 2004, Pioneer managed over 62 investment companies and accounts with approximately $35 billion in assets. Pioneer is part of the global asset management group of UniCredito Italiano S.p.A., one of the largest banking groups in Italy, providing investment management and financial services to mutual funds, institutional and other clients. As of June 30, 2004, assets under management by UniCredito Italiano S.p.A. were approximately $151 billion worldwide. Shareholders of your Portfolio would become part of a significantly larger family of funds that offers a more diverse array of investment options and enhanced shareholder account options. The Pioneer family of mutual funds offers over 62 funds, including domestic and international equity and fixed income funds and a money market fund that will be available to your Portfolio's shareholders through exchanges. In addition, Pioneer offers shareholders additional options for their accounts, including the ability to transact and exchange shares over the telephone or online and the ability to access account values and transaction history in all of the shareholder's direct accounts in the Pioneer Funds over the telephone or online. Fourth, Pioneer Fund Portfolio's lower operating expenses and Pioneer's commitment until the second anniversary of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of Class I shares of the Pioneer Fund Portfolio to 0.80% of average daily net assets. Pioneer Fund Portfolio's expense ratio and the expense limitation are no higher than both the gross expenses and expenses net of expense reimbursement of the shares of your Portfolio. Fifth, the Class I shares of Pioneer Fund Portfolio received in the Reorganization will provide Safeco Core Equity Portfolio shareholders with exposure to substantially the same investment product as they currently have. Pioneer and Symetra will pay all expenses of the Safeco Funds and the Pioneer Funds associated with the Reorganizations, including, but not limited to: (1) the expenses associated with the preparation, printing and mailing of any shareholder communications, including this joint Proxy Statement/Prospectus, and any filings with the SEC and other governmental authorities in connection with the Reorganizations; (2) the fees and expenses of any proxy solicitation firm retained in connection with the Reorganizations; (3) the legal fees and expenses incurred by the Safeco Funds in connection with the Reorganizations; and (4) the Trustee fees and expenses incurred as a result of the Reorganizations. The Trustees considered that Pioneer and Symetra will benefit from the Reorganization. See "Background to the Reorganization." The board of trustees of Pioneer Fund Portfolio also considered that the Reorganization presents an excellent opportunity for the Pioneer Fund Portfolio to acquire investment assets without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. This opportunity provides an economic benefit to Pioneer Fund Portfolio and its shareholders. Capitalization The following table sets forth the capitalization of each Portfolio as of December 31, 2003.
====================================================================================== Safeco Core Equity Pioneer Fund Portfolio Portfolio Class I Shares December 31, 2003 December 31, 2003 ====================================================================================== Net Assets (in thousands) $316,314 $154,839 ====================================================================================== Net Asset Value Per Share $22.35 $18.70 ====================================================================================== Shares Outstanding 14,152,000 ======================================================================================
It is impossible to predict how many shares of Pioneer Fund Portfolio will actually be received and distributed by your Portfolio on the Reorganization date. The table should not be relied upon to determine the amount of Pioneer Fund Portfolio's shares that will actually be received and distributed. 7 Board's Evaluation and Recommendation For the reasons described above, the Trustees, including the Independent Trustees, approved the Reorganization. In particular, the board of trustees determined that the Reorganization is in the best interests of your Portfolio. Similarly, the board of trustees of Pioneer Fund Portfolio, including its Independent Trustees, approved the Reorganization. They also determined that the Reorganization is in the best interests of Pioneer Fund Portfolio. The Trustees recommend that the shareholders of your Portfolio vote FOR the proposal to approve the Agreement and Plan of Reorganization. 8 Safeco Growth Opportunities Portfolio and Pioneer Growth Opportunities VCT Portfolio PROPOSAL 3 Approval of Agreement and Plan of Reorganization SUMMARY The following is a summary of more complete information appearing later in this proxy statement and prospectus or incorporated herein. You should read carefully the entire proxy statement, including the form of Agreement and Plan of Reorganization attached as Exhibit A because they contain details that are not in the summary.
Comparison of Safeco Opportunities Portfolio to the Pioneer Opportunities Portfolio =================================================================================================================================== Safeco Opportunities Portfolio Pioneer Opportunities Portfolio =================================================================================================================================== Business A series of Safeco Resource Series Trust, a A newly created series of Pioneer Variable Contracts diversified open-end management investment Trust, a diversified open-end management investment company organized as a Delaware statutory trust. company organized as a Delaware statutory trust. =================================================================================================================================== Net assets as of $358.3 million None. The Pioneer Opportunities Portfolio is newly June 30, 2004 created and does not expect to commence investment operations until the Reorganization occurs. =================================================================================================================================== Investment advisers and Investment adviser (until August 1, 2004): Investment adviser portfolio managers SAM Pioneer Portfolio Managers (since 2003 and until August Portfolio Managers: 1, 2004): John A. Carey Jeffrey Schwartz Executive Vice President, Pioneer CFA, Vice President, SAM Joined Pioneer in 2001 Investment Professional Since 1979 Bill Whitlow CFA, Vice President, SAM Walter Hunnewell, Jr. Vice President, Pioneer Currently Pioneer is acting as investment Joined Pioneer in 2001 adviser to the Portfolio. The portfolio Investment Professional Since 1985 managers of the Pioneer Portfolio, as indicated in the next column, currently manage your Andrew Acheson Safeco Portfolio. [__________________] =================================================================================================================================== Investment objective Each Portfolio seeks growth of capital. Each Portfolio provides written notice to shareholders at least 60 days prior to any change to its investment objective as described above ========================================================================================================= Each Portfolio provides written notice to shareholders at least 60 days prior to any change to its investment objective as described above. =================================================================================================================================== Primary investments To achieve its investment objective, under normal circumstances, each Portfolio invests most of its assets in common stocks of companies its investment adviser considers to be reasonably priced or undervalued, with above average growth potential =================================================================================================================================== Investment strategies When evaluating a stock to buy for the Portfolio, SAM historically considered factors such as: o The strength of the company's balances sheet o The quality of the management team o The rate at which the company's earnings are projected to grow o Whether the company's stock may be trading at a discount relative to its industry peers or the overall market Each Portfolio may sell as stock if: o Any of the above factors or other relative-value indicators have deteriorated o The stock becomes overvalued, for example, as a result of overly optimistic earnings forecasts o The stock price reaches a specific target ===================================================================================================================================
=================================================================================================================================== Safeco Opportunities Portfolio Pioneer Opportunities Portfolio =================================================================================================================================== o Changes in market value cause the Fund to hold a larger position in the stock than its investment adviser wants o Other companies present more attractive investment opportunities o Cash is needed to meet shareholder redemptions =================================================================================================================================== Other investments Each Portfolio may invest in securities convertible into common stock, but less than 35% of its total assets will be invested in such securities. Each Portfolio may invest up to 20% of assets in foreign securities. Each Portfolio may invest up to 10% of its total assets in debt securities rated below investment grade. =================================================================================================================================== Temporary defensive The Portfolio may hold cash or invest in The Portfolio may invest all or part of its assets strategies high-quality, short-term securities issued by in securities with remaining maturities of less than an agency or instrumentality of the U.S. one year, cash equivalents or may hold cash. government, high-quality commercial paper, certificates of deposit, shares of no-load, open-end money market funds, or repurchase agreements as a temporary defensive measure when market conditions so warrant. =================================================================================================================================== Diversification Each Portfolio is diversified for the purpose of the Investment Company Act, and each Portfolio is subject to diversification requirements under the Code. =================================================================================================================================== Industry concentration Each Portfolio may not invest more than 25% of its assets in any one industry. =================================================================================================================================== Restricted and illiquid If immediately after and as a result of such action the value of the following securities, in the securities aggregate, would exceed 15% of the Portfolio's net assets, the Portfolio will not (i) purchase securities for which there is no readily available market, (ii) purchase time deposits maturing in more than seven days, (iii) purchase over-the-counter (OTC) options or hold assets set aside to cover OTC options written by the Portfolio, (iv) enter into repurchase agreements maturing in more than seven days, or (v) invest in interests in real estate investment trusts which are not readily marketable or interests in real estate limited partnerships which are not listed or traded on the NASDAQ Stock Market. =================================================================================================================================== Borrowing Each Portfolio may borrow money (i) from banks, or (ii) by engaging in reverse repurchase agreements. The Portfolio will not commit to additional securities purchases if total outstanding borrowings are equal to 5% or more of total assets. =================================================================================================================================== Lending Each Portfolio may lend securities to qualified institutional investors with a value of up to 33% of the Portfolio's total assets. =================================================================================================================================== Derivative instruments Each Portfolio may write a put or call options if, as a result thereof, the aggregate value of the assets underlying all such options does not exceed 25% of the Portfolio's net assets. Each Portfolio may purchase a put or call options or options on a futures contract if, as a result thereof, the aggregate premiums paid on all options or options on futures contracts held by the Portfolio do not exceed 20% of the Portfolio's net assets. Each Portfolio may enter into any futures contract or option on futures contract if, as a result thereof, the aggregate margin deposits and premiums required on all such instruments do not exceed 5% of the Portfolio's net assets. Each Portfolio may not purchase securities on margin. However, the Portfolio may (i) obtain short-term credits as necessary to clear its purchases and sales of securities, and (ii) make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. =================================================================================================================================== Other investment As described above, the Portfolios have substantially similar principal investment strategies and policies and policies. Certain of the non-principal investment policies and restrictions are different. For a more restrictions complete discussion of each Portfolio's other investment policies and fundamental and non-fundamental investment restrictions, see the SAI. =================================================================================================================================== Buying, Selling and Exchanging Shares =================================================================================================================================== Sales charges Shares of the Portfolio are not subject to any The Class I shares of Pioneer Opportunities sales charges. Portfolio you receive in the Reorganization will not be subject to any sales charge. ===================================================================================================================================
2
=================================================================================================================================== Safeco Opportunities Portfolio Pioneer Opportunities Portfolio =================================================================================================================================== Management and other Safeco Opportunities Portfolio pays SAM an Pioneer Opportunities Portfolio pays Pioneer a fees investment advisory and management fee equal to management fee equal to [0.74]% of the Portfolio's 0.74% of the Portfolio's average daily net average daily net assets. assets. Pursuant to this Agreement, SAM serves as administrator and fund accounting agent for In addition, the Portfolio reimburses Pioneer for the Portfolio. certain fund accounting and legal expenses incurred on behalf of the Portfolio and pays a separate shareholder servicing/transfer agency fee to PIMSS, an affiliate of Pioneer. For the fiscal year ended December 31, 2003, the Portfolio's annual operating expenses were Pioneer has agreed until the second anniversary of 0.80%, per share. the closing of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I shares to 0.79% of the average daily net assets attributable to Class I. =================================================================================================================================== Distribution and Shares of each Portfolio are not subject to a Rule 12b-1 fee. service (12b-1) fee =================================================================================================================================== Buying shares Each Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable contracts and to qualified plans. Shares of the Portfolios are sold at net asset value. Investments in a Portfolio are credited to an insurance company's separate account or qualified plan account, immediately upon acceptance of the investment by the Portfolio. The offering of shares of any Portfolio may be suspended for a period of time, and each Portfolio reserves the right to reject any specific purchase order. Purchase orders may be refused if, in the investment adviser's opinion, they are of a size or frequency that would disrupt the management of the Portfolio. =================================================================================================================================== Selling shares Shares of each Portfolio will be sold at net asset value per share next calculated after the Portfolio receives your request in good order. You may sell your shares by contacting the insurance company sponsoring your variable contract, as described in your Portfolio's prospectus. You can also sell your shares by contacting the Portfolio directly if your account is registered in your name. If the account is established in the shareholder's own name, shareholders may also redeem shares of the Portfolio by telephone or online. ===================================================================================================================================
Because each Portfolio has a similar investment objective, primary investment policies and strategies, the Portfolios are subject to the same principal risks. You could lose money on your investment in either Portfolio or not make as much as if you invested elsewhere if: o The stock market goes down (this risk factor may be greater in the short term) o Growth stocks fall out of favor with investors o The Portfolio's investments do not have the growth potential originally expected o The Portfolio's shares may be subject to frequent and more significant changes in value than the stock market in general due to the volatility of some of the smaller companies in which it invests o During periods of market concern about inflation or deflation, some securities in which the Portfolio invests may become more volatile or decline in value Investing in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include: o Inadequate financial information o Smaller, less liquid and more volatile markets o Political and economic upheavals 3 Past Performance Set forth below is performance information for Safeco Opportunities Portfolio. The bar charts show how Safeco Opportunities Portfolio's total return (not including any deduction for sales charges) has varied from year to year for each full calendar year. The tables show average annual total return (before and after sales taxes) for Safeco Opportunities Portfolio over time for each class of shares (including deductions for sales charges) compared with a broad-based securities market index. Past performance before and after taxes does not indicate future results. Pioneer Opportunities Portfolio has not commenced investment operations. Safeco Opportunities Portfolio Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 11.92 41 32.06 44.55 1.83 5.63 -6.16 19.14 -37.67 42.94
*During the period shown in the bar chart, your Portfolio's highest quarterly return was 33.87% for the quarter ended June 30, 2001, and the lowest quarterly return was -27.53% for the quarter ended September 30, 2002. Safeco Opportunities Portfolio Average Annual Total Returns as of December 31, 2003
1 Year 5 Years 10 Years ------ ------- -------- Safeco Opportunities Portfolio 42.94% 1.02% 12.43% Russell 2000 Index(1) 47.25% 7.13% 9.48% (reflects no deduction for fees, expenses or taxes)
- -------------------- (1) The Russell 2000 Index, an unmanaged index of 2,000 small capitalization U.S. stocks, is for reference only and does not mirror Safeco Opportunities Portfolio's investments. The Portfolios' Fees and Expenses Shareholders of both Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Portfolio. The expenses in the tables appearing below are based on (i) for your Portfolio, the expenses of your Portfolio for the period ended December 31, 2003 and (ii) for Pioneer Opportunities Portfolio, the expenses of Pioneer Opportunities Portfolio are estimated. Future expenses for all share classes may be greater or less.
=============================================================================================== Pioneer Opportunities Shareholder transaction fees (paid Safeco Opportunities Portfolio directly from your investment) Portfolio Class I Shares =============================================================================================== Redemption fees for shares held less None None than 30 days =============================================================================================== Sales charge or deferred sales charge None None =============================================================================================== Annual Portfolio operating expenses (deducted from Portfolio assets) (as a % of average net assets) =============================================================================================== Management fee 0.74% 0.74% =============================================================================================== Distribution and service (12b-1) fee None None =============================================================================================== Other expenses 0.06% 0.06% =============================================================================================== Total Portfolio operating expenses 0.80% 0.80% =============================================================================================== Expense reduction None 0.01 (1) =============================================================================================== Net Portfolio operating expenses 0.80% 0.79% ===============================================================================================
4 (1) Pioneer has agreed that through the second anniversary of the closing of the Reorganization, Pioneer will limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Investor Class shares of Pioneer Opportunities Portfolio to 0.79% of average daily net assets. The hypothetical example below helps you compare the cost of investing in each Portfolio. It assumes that: (a) you invest $10,000 in each Portfolio for the time periods shown, (b) you reinvest all dividends and distributions, (c) your investment has a 5% return each year, (d) each Portfolio's gross operating expenses remain the same, and (e) the expense limitations are in effect for two years for Pioneer Opportunities Portfolio. The examples are for comparison purposes only and are not a representation of either Portfolio's actual expenses or returns, either past or future.
====================================================================== Example ====================================================================== Safeco Opportunities Portfolio ====================================================================== ====================================================================== Year 1 $82 ====================================================================== Year 3 $255 ====================================================================== Year 5 $444 ====================================================================== Year 10 $990 ====================================================================== Pioneer Opportunities Portfolio ====================================================================== Class I Shares ====================================================================== Year 1 $81 ====================================================================== Year 3 $254 ====================================================================== Year 5 $444 ====================================================================== Year 10 $992 ======================================================================
Reasons for the Proposed Reorganization The Trustees believe that the proposed Reorganization is in the best interests of Safeco Opportunities Portfolio. The Trustees considered the following matters, among others, in approving the proposal. First, SAM, the investment adviser to the Portfolio until August 2, 2004, was acquired by Symetra. Symetra informed the Trustees that it was not interested in continuing to provide investment advisory services to the Safeco Portfolios. Consequently, a change in your Portfolio's investment management was necessary. Second, the resources of Pioneers. At June 30, 2004, Pioneer managed over 62 investment companies and accounts with approximately $35 billion in assets. Pioneer is part of the global asset management group of UniCredito Italiano S.p.A., one of the largest banking groups in Italy, providing investment management and financial services to mutual funds, institutional and other clients. As of June 30, 2004, assets under management by UniCredito Italiano S.p.A. were approximately $151 billion worldwide. Shareholders of your Portfolio would become part of a significantly larger family of funds that offers a more diverse array of investment options and enhanced shareholder account options. The Pioneer family of mutual funds offers over 62 funds, including domestic and international equity and fixed income funds and a money market fund that will be available to your Portfolio's shareholders through exchanges. In addition, Pioneer offers shareholders additional options for their accounts, including the ability to transact and exchange shares over the telephone or online and the ability to access account values and transaction history in all of the shareholder's direct accounts in the Pioneer Funds over the telephone or online. Third, Pioneer's commitment until the second anniversary of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) Class I shares of the Pioneer Opportunities Portfolio to 0.79 % of average daily net assets. This expense ratio is lower than the expense ratio for your Portfolio. 5 Fourth, the Class I shares of Pioneer Opportunities Portfolio received in the Reorganization will provide Safeco Opportunities Portfolio shareholders with exposure to substantially the same investment product as they currently have. Pioneer and Symetra will pay all expenses of the Safeco Funds and the Pioneer Funds associated with the Reorganizations, including, but not limited to: (1) the expenses associated with the preparation, printing and mailing of any shareholder communications, including this joint Proxy Statement/Prospectus, and any filings with the SEC and other governmental authorities in connection with the Reorganizations; (2) the fees and expenses of any proxy solicitation firm retained in connection with the Reorganizations; (3) the legal fees and expenses incurred by the Safeco Funds in connection with the Reorganizations; and (4) the Trustee fees and expenses incurred as a result of the Reorganizations. The Trustees considered that Pioneer and Symetra will benefit from the Reorganization. See "Background to the Reorganization." The board of trustees of Pioneer Opportunities Portfolio also considered that the Reorganization presents an excellent opportunity for the Pioneer Opportunities Portfolio to acquire investment assets without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. This opportunity provides an economic benefit to Pioneer Opportunities Portfolio and its shareholders. Capitalization The following table sets forth the capitalization of each Portfolio as of December 31, 2003:
====================================================================================== Pioneer Opportunities Safeco Opportunities Portfolio Portfolio Class I Shares December 31, 2003 December, 2003 ====================================================================================== Net Assets (in thousands) $337,573 NA ====================================================================================== Net Asset Value Per Share $19.44 NA ====================================================================================== Shares Outstanding 17,364,000 NA ======================================================================================
It is impossible to predict how many shares of Pioneer Opportunities Portfolio will actually be received and distributed by your Portfolio on the Reorganization date. The table should not be relied upon to determine the amount of Pioneer Opportunities Portfolio's shares that will actually be received and distributed. Board's Evaluation and Recommendation For the reasons described above, the Trustees, including the Independent Trustees, approved the Reorganization. In particular, the board of trustees determined that the Reorganization is in the best interests of your Portfolio. Similarly, the board of trustees of Pioneer Opportunities Portfolio, including its Independent Trustees, approved the Reorganization. They also determined that the Reorganization is in the best interests of Pioneer Opportunities Portfolio. The Trustees recommend that the shareholders of your Portfolio vote FOR the proposal to approve the Agreement and Plan of Reorganization. 6 Safeco Money Market Portfolio and Pioneer Money Market VCT Portfolio PROPOSAL 4 Approval of Agreement and Plan of Reorganization SUMMARY The following is a summary of more complete information appearing later in this proxy statement and prospectus or incorporated herein. You should read carefully the entire proxy statement, including the form of Agreement and Plan of Reorganization attached as Exhibit A because they contain details that are not in the summary.
Comparison of Safeco Money Market Portfolio to the Pioneer Money Market Portfolio =================================================================================================================================== Safeco Money Market Portfolio Pioneer Money Market Portfolio =================================================================================================================================== Business A series of Safeco Resource Series Trust, a A series of Pioneer Variable Contracts Trust, a diversified open-end management investment diversified open-end management investment company company organized as a Delaware statutory trust. organized as a Delaware statutory trust. =================================================================================================================================== Net assets as of $24.9 million $ million June 30, 2004 =================================================================================================================================== Investment advisers and Investment adviser (until August 1, 2004): Investment adviser portfolio managers SAM Pioneer Portfolio Managers: Portfolio Manager: Lesley Fox (since 2000 and until August 1, 2004) Kenneth J. Taubes Assistant Vice President, SAM Senior Vice President, Pioneer Joined SAM in 2000 Joined Pioneer in 1998 Investment Professional Since 1982 Cathleen Beauchamp (since 2003 until August 1, 2004) CFA Currently Pioneer is acting as investment adviser to the Portfolio. The portfolio managers of the Pioneer Portfolio, as indicated in the next column, currently manage your Safeco Portfolio. =================================================================================================================================== Investment objective The Portfolio seeks as high a level of current The Portfolio seeks current income consistent with income as is consistent with the preservation preservation of capital and providing liquidity. of capital and liquidity through investment in high-quality money market instruments maturing in 13 months or less. ========================================================================================================= Each Portfolio provides written notice to shareholders at least 60 days prior to any change to its investment objective as described above. ===================================================================================================================================
=================================================================================================================================== Safeco Money Market Portfolio Pioneer Money Market Portfolio =================================================================================================================================== Primary investments The Portfolio may invest in: The Portfolio invests in high-quality, U.S. dollar o Commercial paper of both domestic and denominated money market securities including those foreign issuers issued by: o Negotiable and non-negotiable o U.S. and foreign banks and savings and loan certificates of deposit, bankers' associations with total assets in excess of $10 acceptances, and other short-term billion obligations of U.S. and foreign banks o Corporate issuers o Repurchase agreements in which the o The U.S. government and its agencies and Portfolio buys securities at one price and instrumentalities simultaneously agrees to sell them back at a o Multinational organizations such as the higher price World Bank o Variable and floating rate instruments that change interest rates periodically to keep their market value near par o U.S. government securities o Taxable municipal bonds =================================================================================================================================== Investment strategies The Portfolio will purchase only high-quality The Portfolio invests exclusively in securities with securities with remaining maturities of 397 a maximum remaining maturity of 397 days and days or less. The portfolio will maintain a maintains a dollar-weighted average portfolio dollar-weighted average portfolio maturity of maturity of 90 days or less. no more than 90 days. Pioneer complies with the rating, maturity and diversification requirements applicable to money mar funds. With those limits, Pioneer's assessment of br economic factors that are expected to affect economi activity and interest rates influences its securitie selection. =================================================================================================================================== Other investments The Portfolio may invest in: The Portfolio may invest more than 25% of its total o Restricted securities that are exempt assets in U.S. government securities and obligations from registration requirements and eligible of U.S. banks. for resale to qualified institutional investors, such as mutual funds, under Rule The Portfolio may invest in any money market 144A of Section 4(2) instrument that is a permissible investment for a o Corporate obligations such as publicly money market fund under the rules of the Securities traded bonds and notes and Exchange Commission, including commercial paper, o Mortgage-backed securities certificates of deposit, time deposits, bankers' o When-issued and delayed delivery acceptances, mortgaged-backed and asset-backed securities whose terms and conditions, securities, repurchase agreements, municipal including price, are fixed by the issuer, obligations and other short-term debt securities. but are to be issued and delivered against payment in the future, typically 30 to 45 The Portfolio may not, except with respect to days after the date of commitment. investments in obligations of (a) the U.S. government, its agencies, authorities or The Portfolio will limit its investment in instrumentalities and (b) domestic banks, purchase municipal obligations the interest on which is any security if, as a result (i) more than 5% of the payable from the revenues of similar types of assets of the portfolio would be invested in the projects to less than 25% of the Portfolio's securities of any one issuer, or (ii) more than 25% total assets. As a matter of operating policy, of its assets would be invested in a particular "similar types of projects" may include sports, industry. convention or trade show facilities; airports or mass transportation; sewage or solid waste disposal facilities; or air and water pollution control projects. The Portfolio will limit its investment in securities whose issuers are located in the same state to less than 25% of the Portfolio's assets. The Portfolio may invest up to 25% of its total assets in the "first tier securities" of a single issuer for up to three business days after purchase. The Portfolio may not invest more than 5% of its total assets in second tier securities. In addition, the Portfolio may not invest more than 1% of its total assets or $1 million (whichever is greater) in the second tier securities of a single issuer. ===================================================================================================================================
2
=================================================================================================================================== Safeco Money Market Portfolio Pioneer Money Market Portfolio =================================================================================================================================== =================================================================================================================================== Temporary defensive The Portfolio may hold cash as a temporary The Portfolio invests all of its assets in money strategies defensive measure when market conditions so market investments that are eligible investments warrant. under Rule 2a-7 under the Investment Company Act. =================================================================================================================================== Diversification Each Portfolio is diversified for the purpose of the Investment Company Act, and each Portfolio is subject to diversification requirements under the Code. =================================================================================================================================== Industry concentration Each Portfolio may not invest more than 25% of its assets in any one industry. =================================================================================================================================== Restricted and illiquid If immediately after and as a result of such The Portfolio will not invest more than 10% of its securities action the value of the following securities, net assets in illiquid and other securities that in the aggregate, would exceed 10% of the are not readily marketable. Repurchase agreements Portfolio's net assets, the Portfolio will not maturing in more than seven days will be included (i) purchase securities for which there is no for purposes of the foregoing limit. Securities readily available market, (ii) purchase time subject to restrictions on resale under the 1933 deposits maturing in more than seven days, Act are considered illiquid unless they are (iii) purchase over-the-counter (OTC) options eligible for resale pursuant to Rule 144A or or hold assets set aside to cover OTC options another exemption from the registration written by the Portfolio, (iv) enter into requirements of the 1933 Act and are determined to repurchase agreements maturing in more than be liquid by Pioneer. seven days, or (v) invest in interests in real estate investment trusts which are not readily marketable or interests in real estate limited partnerships which are not listed or traded on the NASDAQ Stock Market. =================================================================================================================================== Borrowing The Portfolio may borrow money (i) from banks, The Portfolio may not borrow money, except from or (ii) by engaging in reverse repurchase banks to meet redemptions in amounts not exceeding agreements. The Portfolio will not commit to 33 1/3% (taken at the lower of cost or current additional securities purchases if total value) of itstotal assets (including the amount outstanding borrowings are equal to 5% or more borrowed). ThePortfolio does not intend to borrow of total assets. money during the coming year, and will do so only as a temporary measure for extraordinary purposes or to facilitate redemptions. The Portfolio will not purch securities while any borrowings are outstanding. =================================================================================================================================== Lending The Portfolio may not make loans, provided that The Portfolio may not make loans to any person, this restriction does not prevent the Portfolio except by (i) the purchase of a debt obligation in from purchasing debt obligations, entering into which the portfolio is permitted to invest and (ii) repurchase agreements, loaning its assets to engaging in repurchase agreements. broker-dealers or institutional investors and investing in loans, including assignment and participation interests. =================================================================================================================================== Derivative instruments The Portfolio may not purchase securities on The Portfolio may not (i) make short sales of margin. However, the Portfolio may (i) obtain securities; (ii) purchase securities on margin; short-term credits as necessary to clear its (iii) write, purchase or otherwise invest in any purchases and sales of securities, and (ii) put, call, straddle or spread option or buy or make margin deposits in connection with its use sell real estate, commodities or commodity futures of financial options and futures, forward and contracts or invest in oil, gas or mineral spot currency contracts, swap transactions and exploration or development programs. other financial contracts or derivative instruments. =================================================================================================================================== Other investment As described above, the Portfolios have substantially similar principal investment strategies and policies and policies. Certain of the non-principal investment policies and restrictions are different. For a more restrictions complete discussion of each Portfolio's other investment policies and fundamental and non-fundamental investment restrictions, see the SAI. =================================================================================================================================== Buying, Selling and Exchanging Shares =================================================================================================================================== Sales charges Shares of the Portfolio are not subject to any The Class I shares of Pioneer Money Market Portfolio sales charge. you receive in the Reorganization will not be subject to any sales charge. =================================================================================================================================== Management and other Safeco Money Market Portfolio pays SAM an Pioneer Money Market Portfolio pays Pioneer a fees investment advisory and management fee equal to management fee equal to 0.50% of the Portfolio's 0.65% of the Portfolio's average daily net average daily net assets. assets. Pursuant to the Agreement, SAM serves as administrator and fund accounting agent for During its most recent fiscal year, Pioneer Money the Portfolio. Market Portfolio paid an advisory fee at an average rate of 0.50% of average daily net assets. ===================================================================================================================================
3
=================================================================================================================================== Safeco Money Market Portfolio Pioneer Money Market Portfolio =================================================================================================================================== =================================================================================================================================== For the fiscal year ended December 31, 2003, the Portfolio's annual operating expenses were In addition, the Portfolio reimburses Pioneer for 0.84%, per share. certain fund accounting and legal expenses incurred on behalf of the Portfolio and pays a separate shareholder servicing/transfer agency fee to PIMSS, an affiliate of Pioneer. For the fiscal year ended December 31, 2003, the Portfolio's annual operating expenses for Class I shares were 0.72% per share. Pioneer has agreed until the second anniversary of the closing of the Reorganization to limit the ordinary operating expenses (excluding litigation, indemnification, taxes and other non-recurring, non operating expenses) of the Class I shares to 0.90% of the average daily net assets attributable to Class I. =================================================================================================================================== Distribution and Shares of each Portfolio are not subject to a Rule 12b-1 fee. service (12b-1) fee =================================================================================================================================== Buying shares Each Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable contracts and to qualified plans. Shares of the Portfolios are sold at net asset value. Investments in a Portfolio are credited to an insurance company's separate account or qualified plan account, immediately upon acceptance of the investment by the Portfolio. The offering of shares of any Portfolio may be suspended for a period of time, and each Portfolio reserves the right to reject any specific purchase order. Purchase orders may be refused if, in the investment adviser's opinion, they are of a size or frequency that would disrupt the management of the Portfolio. =================================================================================================================================== Selling shares Shares of each Portfolio will be sold at net asset value per share next calculated after the Portfolio receives your request in good order. You may sell your shares by contacting the insurance company sponsoring your variable contract, as described in your Portfolio's prospectus. You can also sell your shares by contacting the Portfolio directly if your account is registered in your name. If the account is established in the shareholder's own name, shareholders may also redeem shares of the Portfolio by telephone or online. ===================================================================================================================================
Comparison of Principal Risks of Investing in the Portfolios Because each Portfolio has a similar investment objective, primary investment policies and strategies, the Portfolios are subject to the same principal risks. You could lose money on your investment in either Portfolio or not make as much as if you invested elsewhere if: o Interest rates go up causing the value of the Portfolio's investment to decline o The issuer of a security owned by the Portfolio defaults on its obligation to pay principal and/or interest or has its credit rating downgraded o Pioneer's judgment about the credit quality, attractiveness or relative value or a particular security proves to be incorrect An investment in the Portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Past Performance Set forth below is performance information for each Portfolio. The bar charts show how each Portfolio's total return (not including any deduction for sales charges) has varied from year to year for each full calendar year. The tables show average annual total return (before and after sales taxes) for each Portfolio over time for each class of shares (including deductions for sales charges) compared with a broad-based securities market index. Past performance before and after taxes does not indicate future results. 4 Safeco Money Market Portfolio Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 3.65 5.56 4.94 5.08 4.95 4.63 5.82 3.75 1.53 0.50
*During the period shown in the bar chart, your Portfolio's highest quarterly return was 1.53% for the quarter ended December 31, 2000, and the lowest quarterly return was 0.07% for the quarter ended December 31, 2003. Pioneer Money Market Portfolio - Class I Shares Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1996 1997 1998 1999 2000 2001 2002 2003 4.51 4.64 4.68 4.38 5.71 3.39 1.19 0.56
*During the period shown in the bar chart, since inception on March 1, 1995, Pioneer Money Market Portfolio's highest quarterly return was 1.47% for the quarter ended December 31, 2000, and the lowest quarterly return was 0.10% for the quarter ended September 30, 2003. Average Annual Total Returns as of December 31, 2003
Since 7-day 1 Year 5 Years Inception 10 Years Yield ------ ------- --------- -------- ----- Safeco Money Market Portfolio 0.50% 3.23% N/A 4.03% 0.28% Pioneer Money Market Portfolio, Class I Shares(1) 0.56% 3.03% 3.77% N/A 0.47% 90-day U.S. Treasury Bill 1.03% 3.34% 4.10% (reflects no deduction for fees, expenses or taxes)
- ------------------- (1) The Pioneer Money Market Portfolio commenced operations on March 1, 1995. The Portfolios' Fees and Expenses Shareholders of both Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Portfolio. The expenses in the tables appearing below are based on (i) for your Portfolio, the expenses of your Portfolio for the period ended December 31, 2003 and (ii) for Pioneer Money Market Portfolio, the expenses of Pioneer Money Market Portfolio for the period ended December 31, 2003. Future expenses for all share classes may be greater or less. 5
=============================================================================================== Pioneer Money Market Shareholder transaction fees (paid Safeco Money Market Portfolio directly from your investment) Portfolio Class I Shares =============================================================================================== Redemption fees for shares held less None None than 30 days =============================================================================================== Sales charge or deferred sales charge None None =============================================================================================== Annual Portfolio operating expenses (deducted from Portfolio assets) (as a % of average net assets) =============================================================================================== Management fee 0.65% 0.50% =============================================================================================== Distribution and service (12b-1) fee None None =============================================================================================== Other expenses 0.19% 0.19% =============================================================================================== Total Portfolio operating expenses 0.84% 0.69% =============================================================================================== Expense reduction None None (1) =============================================================================================== Net Portfolio operating expenses 0.84% 0.69% ===============================================================================================
(1) Pioneer has agreed that through the second anniversary of the closing of the Reorganization, Pioneer will limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I shares of Pioneer Money Market Portfolio to 0.90% of average daily net assets. The hypothetical example below helps you compare the cost of investing in each Portfolio. It assumes that: (a) you invest $10,000 in each Portfolio for the time periods shown, (b) you reinvest all dividends and distributions, (c) your investment has a 5% return each year, (d) each Portfolio's gross operating expenses remain the same, and (e) the expense limitations are in effect for two years for Pioneer Money Market Portfolio. The examples are for comparison purposes only and are not a representation of either Portfolio's actual expenses or returns, either past or future.
====================================================================== Example ====================================================================== Safeco Money Market Portfolio ====================================================================== ====================================================================== Year 1 $86 ====================================================================== Year 3 $268 ====================================================================== Year 5 $466 ====================================================================== Year 10 $1,037 ====================================================================== Pioneer Money Market Portfolio ====================================================================== Class I Shares ====================================================================== Year 1 $71 ====================================================================== Year 3 $221 ====================================================================== Year 5 $384 ====================================================================== Year 10 $859 ======================================================================
Reasons for the Proposed Reorganization The Trustees believe that the proposed Reorganization is in the best interests of Safeco Money Market Portfolio. The Trustees considered the following matters, among others, in approving the proposal. First, SAM, the investment adviser to the Portfolio until August 2, 2004, was acquired by Symetra. Symetra informed the Trustees that it was not interested in continuing to provide investment advisory services to the Safeco Portfolios. Consequently, a change in your Portfolio's investment management was necessary. Second, the investment performance of Pioneer Money Market Portfolio is comparable to the historical investment performance of your Portfolio. For the one and five year periods ended [June 30], 2004, Class I shares of Pioneer Money Market Portfolio had an average annual return of ___% and ___%, respectively, compared to an average annual return of your Portfolio's shares of ___% and ___%, respectively, during the same period. In addition, the Trustees considered the track record of Pioneer in managing equity and fixed income mutual funds. 6 Third, the resources of Pioneer. At June 30, 2004, Pioneer managed over 62 investment companies and accounts with approximately $35 billion in assets. Pioneer is part of the global asset management group of UniCredito Italiano S.p.A., one of the largest banking groups in Italy, providing investment management and financial services to mutual funds, institutional and other clients. As of June 30, 2004, assets under management by UniCredito Italiano S.p.A. were approximately $151 billion worldwide. Shareholders of your Portfolio would become part of a significantly larger family of funds that offers a more diverse array of investment options and enhanced shareholder account options. The Pioneer family of mutual funds offers over 62 funds, including domestic and international equity and fixed income funds and a money market fund that will be available to your Portfolio's shareholders through exchanges. In addition, Pioneer offers shareholders additional options for their accounts, including the ability to transact and exchange shares over the telephone or online and the ability to access account values and transaction history in all of the shareholder's direct accounts in the Pioneer Funds over the telephone or online. Fourth, Pioneer Money Market Portfolio's lower operating expenses and Pioneer's commitment until the second anniversary of the Reorganization to limit the total operating expenses of Class I shares of Pioneer Money Market Portfolio to [0.90]% of average daily net assets. Pioneer Money Market Portfolio's expense ratio and the expense limitation are below both the gross expenses and expenses net of expense reimbursement of the shares of your Portfolio. Fifth, the Class I shares of Pioneer Money Market Portfolio received in the Reorganization will provide Safeco Money Market Portfolio shareholders with exposure to substantially the same investment product as they currently have. Pioneer and Symetra will pay all expenses of the Safeco Funds and the Pioneer Funds associated with the Reorganizations, including, but not limited to: (1) the expenses associated with the preparation, printing and mailing of any shareholder communications, including this joint Proxy Statement/Prospectus, and any filings with the SEC and other governmental authorities in connection with the Reorganizations; (2) the fees and expenses of any proxy solicitation firm retained in connection with the Reorganizations; (3) the legal fees and expenses incurred by the Safeco Funds in connection with the Reorganizations; and (4) the Trustee fees and expenses incurred as a result of the Reorganizations. The Trustees considered that Pioneer and Symetra will benefit from the Reorganization. See "Background to the Transaction." The board of trustees of Pioneer Money Market Portfolio also considered that the Reorganization presents an excellent opportunity for the Pioneer Money Market Portfolio to acquire investment assets without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. This opportunity provides an economic benefit to Pioneer Money Market Portfolio and its shareholders. Capitalization The following table sets forth the capitalization of each Portfolio as of December 31, 2003.
====================================================================================== Pioneer Money Market Safeco Money Market Portfolio Portfolio Class I Shares December 31, 2003 December 31, 2003 ====================================================================================== Net Assets (in thousands) $22,940 $34,736 ====================================================================================== Net Asset Value Per Share $1.00 $1.00 ====================================================================================== Shares Outstanding 22,940,000 [ ] ======================================================================================
It is impossible to predict how many shares of Pioneer Money Market Portfolio will actually be received and distributed by your Portfolio on the Reorganization date. The table should not be relied upon to determine the amount of Pioneer Money Market Portfolio's shares that will actually be received and distributed. Board's Evaluation and Recommendation For the reasons described above, the Trustees, including the Independent Trustees, approved the Reorganization. In particular, the board of trustees determined that the Reorganization is in the best interests of your Portfolio. Similarly, the board of trustees of Pioneer Money Market Portfolio, including its Independent Trustees, approved the Reorganization. They also determined that the Reorganization is in the best interests of Pioneer Money Market Portfolio. The Trustees recommend that the shareholders of your Portfolio vote FOR the proposal to approve the Agreement and Plan of Reorganization. 7 Safeco Multi Cap Core Portfolio and Pioneer Mid Cap Value VCT Portfolio PROPOSAL 5 Approval of Agreement and Plan of Reorganization SUMMARY The following is a summary of more complete information appearing later in this proxy statement and prospectus or incorporated herein. You should read carefully the entire proxy statement, including the form of Agreement and Plan of Reorganization attached as Exhibit A because they contain details that are not in the summary.
Comparison of Safeco MC Core Portfolio to the Pioneer Mid Cap Portfolio =================================================================================================================================== Safeco MC Core Portfolio Pioneer Mid Cap Portfolio =================================================================================================================================== Business A series of Safeco Resource Series Trust, a A series of Pioneer Variable Contracts Trust, a diversified open-end management investment diversified open-end management investment company company organized as a Delaware statutory trust. organized as a Delaware statutory trust. =================================================================================================================================== Net assets as of $50 million $ million June 30, 2004 =================================================================================================================================== Investment advisers and Investment adviser (until August 1, 2004): Investment adviser portfolio managers SAM Pioneer Portfolio Managers: Portfolio Managers: Bill Whitlow (since 1997 and until August 1, J. Rodman Wright 2004) Senior Vice President, Pioneer CFA, Vice President, SAM Joined Pioneer in 1994 Investment professional since 1988 Brian Clancy (since 2003 and until August 1, 2004) Sean Gavin CFA, Equity Analyst Vice President, Pioneer Joined Pioneer in 2002 Currently Pioneer is acting as investment adviser to the Portfolio. The portfolio managers of the Pioneer Portfolio, as indicated in the next column, currently manage your Safeco Portfolio. =================================================================================================================================== Investment objective The Portfolio seeks long-term growth of capital. The Portfolio seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common stocks. ========================================================================================================= Each Portfolio provides written notice to shareholders at least 60 days prior to any change to its investment objective as described above. =================================================================================================================================== Primary investments Under normal circumstances, the Portfolio Normally, the Portfolio invests at least 80% of its invests in a blend of growth and total assets in equity securities of mid-size value-orientated stocks of companies of any companies, that is companies with market values size. within the range of market values of companies included in the Russell Midcap Value Index. The Portfolio focuses on issuers with capitalizations within the $1 billion to $10 billion range, and that range will change depending on market conditions. The equity securities in which the Portfolio principally invests are common stocks, preferred stocks, depositary receipts and convertible debt, bu the Portfolio may invest in other types of equity securities to a lesser extent, such as warrants and rights. =================================================================================================================================== Investment strategies When evaluating a stock to buy for the Pioneer uses a "value" approach to select the Portfolio, the Portfolio's adviser looks for: Portfolio's investments. Pioneer seeks securities o Faster earnings growth than their selling at substantial discounts to their underlying competitors values and then holds these securities until the market values reflect their intrinsic values. ===================================================================================================================================
=================================================================================================================================== Safeco MC Core Portfolio Pioneer Mid Cap Portfolio =================================================================================================================================== o Low price-to-earnings ratios when Pioneer evaluates a security's potential value, compared to competitors including the attractiveness of its market o A share price that represents good valuation, based on the company's assets and value prospects for earnings growth. Pioneer evaluates o Potential for long-term appreciation the issuer based on its financial statements and operations, employing a bottom-up analytic style. Factors Pioneer looks for in selecting investments include: o Favorable expected returns relative to perceived risk; o Management with demonstrated ability and commitment to the company o Low market valuations relative to earnings forecast, book value, cash flow and sales o Turnaround potential for companies that have been through difficult periods o Estimated private market value in excess of current stock price o Whether the issuer's industry has strong fundamentals, such as increasing or sustainable demand and barriers to entry =================================================================================================================================== Other investments The Portfolio may invest in index futures as a The Portfolio may invest up to 25% of its total cash management technique in order to keep assets in equity and debt securities of non-U.S. fully invested. issuers. The Portfolio will not invest more than 5% of its total assets in the securities of emerging The Portfolio may invest up to 20% if its markets issuers. assets in foreign securities which are listed on a national exchange, including investments The Portfolio may invest up to 20% of its total in American Depository Receipts. assets in debt securities of corporate and government issuers. Generally the Portfolio acquires debt securities that are investment grade, but the Portfolio may invest up to 5% of its net assets in below investment grade convertible debt securities issued by both U.S. and non-U.S. issuers. The Portfo invests in debt securities when Pioneer believes the are consistent with the Portfolio's investment objective by offering the potential for capital appreciation, to diversify the Portfolio's portfolio for greater liquidity. =================================================================================================================================== Temporary defensive The Portfolio may hold cash or invest in The Portfolio invest all or part of its assets in strategies high-quality, short-term securities issued by securities with remaining maturities of less than an agency or instrumentality of the U.S. one year, cash equivalents or may hold cash. government, high-quality commercial paper, certificates of deposit, shares of no-load, open-end money market funds, or repurchase agreements as a temporary defensive measure when market conditions so warrant. =================================================================================================================================== Diversification Each Portfolio is diversified for the purpose of the Investment Company Act, and each Portfolio is subject to diversification requirements under the Code. =================================================================================================================================== Industry concentration Each Portfolio may not invest more than 25% of its assets in any one industry. =================================================================================================================================== Restricted and illiquid If immediately after and as a result of such The Portfolio will not invest more than 15% of its securities action the value of the following securities, net assets in illiquid and other securities that are in the aggregate, would exceed 15% of a not readily marketable. Repurchase agreements Portfolio's net assets, each Portfolio will not maturing in more than seven days will be included (i) purchase securities for which there is no for purposes of the foregoing limit. Securities readily available market, (ii) purchase time subject to restrictions on resale under the 1933 Act deposits maturing in more than seven days, are considered illiquid unless they are eligible for (iii) purchase over-the-counter (OTC) options resale pursuant to Rule 144A or another exemption or hold assets set aside to cover OTC options from the registration requirements of the 1933 Act written by the Portfolio, (iv) enter into and are determined to be liquid by Pioneer repurchase agreements maturing in more than seven days, or (v) invest in interests in real estate investment trusts which are not readily marketable or interests in real estate limited partnerships which are not listed or traded on the NASDAQ Stock Market. ===================================================================================================================================
2
=================================================================================================================================== Safeco MC Core Portfolio Pioneer Mid Cap Portfolio =================================================================================================================================== Borrowing Each Portfolio may borrow money (i) from banks, The Portfolio may not borrow money, except from or (ii) by engaging in reverse repurchase banks to meet redemptions in amounts not exceeding agreements. The Portfolio will not commit to 33 1/3% measure (taken at the lower of cost or additional securities purchases if total current value) of its for total assets (including outstanding borrowings are equal to 5% or more the amount borrowed). The extraordinary Portfolio of total assets. does not intend to borrow money during the purposes coming year, and will do so only as a temporary or to facilitate redemptions. The Portfolio will not purchase securities while any borrowings are outstanding. =================================================================================================================================== Lending The Portfolio may lend securities to qualified The Portfolio may not make loans to any person, institutional investors with a value of up to except by (i) the purchase of a debt obligation in 33% of the Portfolio's total assets. which the portfolio is permitted to invest and (ii) engaging in repurchase agreements =================================================================================================================================== Derivative instruments The Portfolio may not purchase securities on The Portfolio may not (i) make short sales of margin. However, the Portfolio may (i) obtain securities; (ii) purchase securities on margin; short-term credits as necessary to clear its (iii) write, purchase or otherwise invest in any purchases and sales of securities, and (ii) put, call, straddle or spread option or buy or make margin deposits in connection with its use sell real estate, commodities or commodity futures of financial options and futures, forward and contracts or invest in oil, gas or mineral spot currency contracts, swap transactions and exploration or development programs. other financial contracts or derivative instruments. The Portfolio will not write a put or call option if, as a result thereof, the aggregate value of the assets underlying all such options would exceed 20% of the Portfolio's net assets. The Portfolio will not purchase a put or call option or option on a futures contract if, as a result thereof, the aggregate premiums paid on all options or options on futures contracts held by the Portfolio would exceed 20% of the Portfolio's net assets. The Portfolio will not enter into any futures contract or option on futures contract if, as a result thereof, the aggregate margin deposits and premiums required on all such instruments would exceed 5% of the Portfolio's net assets. =================================================================================================================================== Other investment As described above, the Portfolios have substantially similar principal investment strategies and policies and policies. Certain of the non-principal investment policies and restrictions are different. For a more restrictions complete discussion of each Portfolio's other investment policies and fundamental and non-fundamental investment restrictions, see the SAI. =================================================================================================================================== Buying, Selling and Exchanging Shares =================================================================================================================================== Sales charges Shares of the Portfolio are not subject to any The Class I shares of Pioneer Mid Cap Portfolio you sales charges. receive in the Reorganization will not be subject to any sales charge. =================================================================================================================================== Management and other Safeco MC Core Portfolio pays SAM an investment Pioneer Mid Cap Portfolio pays Pioneer a management fees advisory and management fee equal to 0.74% of fee equal to 0.65% of the Portfolio's average daily the Portfolio's average daily net assets. net assets. Pursuant to this Agreement, SAM serves as administrator and fund accounting agent for the In addition, the Portfolio reimburses Pioneer for Portfolio. certain fund accounting and legal expenses incurred on behalf of the Portfolio and pays a separate For the fiscal year ended December 31, 2003, shareholder servicing/transfer agency fee to PIMSS, the Portfolio's annual operating expenses were an affiliate of Pioneer. 0.88%, per share. Pioneer has agreed until the second anniversary of the closing of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I share to 0.88% of the average daily net assets attributable to Class I. ===================================================================================================================================
3
=================================================================================================================================== Safeco MC Core Portfolio Pioneer Mid Cap Portfolio =================================================================================================================================== Distribution and Shares of each Portfolio are not subject to a Rule 12b-1 fee. service (12b-1) fee =================================================================================================================================== Buying shares Each Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable contracts and to qualified plans. Shares of the Portfolios are sold at net asset value. Investments in a Portfolio are credited to an insurance company's separate account or qualified plan account, immediately upon acceptance of the investment by the Portfolio. The offering of shares of any Portfolio may be suspended for a period of time, and each Portfolio reserves the right to reject any specific purchase order. Purchase orders may be refused if, in the investment adviser's opinion, they are of a size or frequency that would disrupt the management of the Portfolio. =================================================================================================================================== Selling shares Shares of each Portfolio will be sold at net asset value per share next calculated after the Portfolio receives your request in good order. You may sell your shares by contacting the insurance company sponsoring your variable contract, as described in your Portfolio's prospectus. You can also sell your shares by contacting the Portfolio directly if your account is registered in your name. If the account is established in the shareholder's own name, shareholders may also redeem shares of the Portfolio by telephone or online. ===================================================================================================================================
Comparison of Principal Risks of Investing in the Portfolios Because each Portfolio has a similar investment objective, primary investment policies and strategies, the Portfolios are subject to the same principal risks. You could lose money on your investment in either Portfolio or not make as much as if you invested elsewhere if: o The stock market goes down (this risk may be greater in the short term) o Mid-size or value stocks fall out of favor with investors o The Portfolio's assets remain undervalued or do not have the potential value originally expected Each Portfolio also has risks associated with investing in mid-size companies. Compared to large companies, mid-size companies, and the market for their equity securities, are likely to: o Be more sensitive to changes in earnings results and investor expectations o Have more limited product lines and capital resources o Experience sharper swings in market values o Be harder to sell at the times and prices the investment adviser thinks appropriate o Offer greater potential for gain and loss Investing in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include: o Less information about non-U.S. issuers or markets may be available due to less rigorous disclosure or accounting standards or regulatory practices o Many non-U.S. markets are smaller, less liquid and more volatile. In a changing market, the investment adviser may not be able to sell the Portfolio's securities at times, in amounts and at prices it considers reasonable o Adverse effect of currency exchange rates or controls on the value of the Portfolio's investments o The economies of non-U.S. countries may grow at slower rates than expected or may experience a downturn or recession o Economic, political and social developments may adversely affect the securities markets o Withholding and other non-U.S. taxes may decrease the Portfolio's return Past Performance Set forth below is performance information for each Portfolio. The bar charts show how each Portfolio's total return (not including any deduction for sales charges) has varied from year to year for each full calendar year. The tables show average annual total return (before and after sales taxes) for each Portfolio over time for each class of shares (including deductions for sales charges) compared with a broad-based securities market index. Past performance before and after taxes does not indicate future results. 4 Safeco MC Core Portfolio Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 3.65 7.42 12.44 31.02 2.89 54.62 -14.93 -10.64 -24.02 45.46
*During the period shown in the bar chart, your Portfolio's highest quarterly return was 34.35% for the quarter ended December 31, 1999, and the lowest quarterly return was -21.06% for the quarter ended September 30, 2001. Pioneer Mid Cap Portfolio - Class I Shares Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1996 1997 1998 1999 2000 2001 2002 2003 15.03 24.69 -4.02 13.13 18 6.49 -11.21 37.48
*During the period shown in the bar chart, since inception on March 1, 1995, Pioneer Mid Cap Portfolio's highest quarterly return was 17.33% for the quarter ended June 30, 2003, and the lowest quarterly return was -20.94% for the quarter ended September 30, 1998. Safeco MC Core Portfolio Average Annual Total Returns as of December 31, 2003
1 Year 5 Years 10 Years ------ ------- -------- Safeco MC Core Portfolio 45.46% 5.37% 8.17% Russell 3000 Index (as compared with your Portfolio)(1) 31.04% 0.36% 10.77% (reflects no deduction for fees, expenses or taxes) S&P 500 Index (1) 28.67% -0.57% 11.06% (reflects no deduction for fees, expenses or taxes)
- --------------- (1) The Russell 3000 Index, an unmanaged index of 3,000 largest U.S. companies based on market capitalization, and the S&P 500 Index, an unmanaged index of 500 stocks, are for reference only, do not mirror the Portfolio's investments, and reflect no deduction for fees or expenses. 5 Pioneer Mid Cap Portfolio Average Annual Total Returns as of December 31, 2003
Since 1 Year 5 Years Inception ------ ------- --------- Pioneer Mid Cap Portfolio, Class I Shares(1) 37.48% 11.64% 12.34% Russell Midcap Value Index(2) 38.07% 8.73% 14.17% (reflects no deduction for fees, expenses or taxes)
(1) Pioneer Mid Cap Portfolio commenced operations on March 1, 1995. (2) The Russell Midcap Value Index, an unmanaged index measuring the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values, is for reference only, does not mirror the Portfolio's investments, and reflects no deduction for fees or expenses. The Portfolios' Fees and Expenses Shareholders of both Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Portfolio. The expenses in the tables appearing below are based on (i) for your Portfolio, the expenses of your Portfolio for the period ended December 31, 2003 and (ii) for Pioneer Mid Cap Portfolio, the expenses of Pioneer Mid Cap Portfolio for the period ended December 31, 2003. Future expenses for all share classes may be greater or less.
=============================================================================================== Shareholder transaction fees (paid Safeco MC Core Portfolio Pioneer Mid Cap Portfolio directly from your investment) Class I Shares =============================================================================================== Redemption fees for shares held less None None than 30 days =============================================================================================== Sales charge or deferred sales charge None None =============================================================================================== Annual Portfolio operating expenses (deducted from Portfolio assets) (as a % of average net assets) =============================================================================================== Management fee 0.74% 0.65% =============================================================================================== Distribution and service (12b-1) fee None None =============================================================================================== Other expenses 0.14% 0.18% =============================================================================================== Total Portfolio operating expenses 0.88% 0.83% =============================================================================================== Expense reduction None None (1) =============================================================================================== Net Portfolio operating expenses 0.88% 0.88% ===============================================================================================
(1) Pioneer has agreed that through the second anniversary of the closing of the Reorganization, Pioneer will limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I shares of Pioneer Mid Cap Portfolio to 0.88% of average daily net assets. The hypothetical example below helps you compare the cost of investing in each Portfolio. It assumes that: (a) you invest $10,000 in each Portfolio for the time periods shown, (b) you reinvest all dividends and distributions, (c) your investment has a 5% return each year, (d) each Portfolio's gross operating expenses remain the same, and (e) the expense limitations are in effect for two years for Pioneer Mid Cap Portfolio. The examples are for comparison purposes only and are not a representation of either Portfolio's actual expenses or returns, either past or future.
====================================================================== Example ====================================================================== Safeco MC Core Portfolio ====================================================================== ====================================================================== Year 1 $90 ====================================================================== Year 3 $281 ====================================================================== Year 5 $488 ====================================================================== Year 10 $1,084 ======================================================================
6
====================================================================== Pioneer Mid Cap Portfolio ====================================================================== Class I Shares ====================================================================== Year 1 $90 ====================================================================== Year 3 $286 ====================================================================== Year 5 $503 ====================================================================== Year 10 $1,128 ======================================================================
Reasons for the Proposed Reorganization The Trustees believe that the proposed Reorganization is in the best interests of Safeco MC Core Portfolio. The Trustees considered the following matters, among others, in approving the proposal. First, SAM, the investment adviser to the Portfolio until August 2, 2004, was acquired by Symetra. Symetra informed the Trustees that it was not interested in continuing to provide investment advisory services to the Safeco Portfolios. Consequently, a change in your Portfolio's investment management was necessary. Second, the investment performance of Pioneer Mid Cap Portfolio is comparable to the historical investment performance of your Portfolio. For the one and five year periods ended [June 30], 2004, Class I shares of Pioneer Fund Portfolio had an average annual return of ___% and ___%, respectively, compared to an average annual return of your Portfolio's shares of ___% and ___%, respectively, during the same period. In addition, the Trustees considered the track record of Pioneer in managing equity and fixed income mutual funds. Third, the resources of Pioneer. At June 30, 2004, Pioneer managed over 62 investment companies and accounts with approximately $35 billion in assets. Pioneer is part of the global asset management group of UniCredito Italiano S.p.A., one of the largest banking groups in Italy, providing investment management and financial services to mutual funds, institutional and other clients. As of June 30, 2004, assets under management by UniCredito Italiano S.p.A. were approximately $151 billion worldwide. Shareholders of your Portfolio would become part of a significantly larger family of funds that offers a more diverse array of investment options and enhanced shareholder account options. The Pioneer family of mutual funds offers over 62 funds, including domestic and international equity and fixed income funds and a money market fund that will be available to your Portfolio's shareholders through exchanges. In addition, Pioneer offers shareholders additional options for their accounts, including the ability to transact and exchange shares over the telephone or online and the ability to access account values and transaction history in all of the shareholder's direct accounts in the Pioneer Funds over the telephone or online. Fourth, Pioneer Mid Cap Portfolio's lower operating expenses and Pioneer's commitment until the second anniversary of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of Class I shares of the Pioneer Mid Cap Portfolio to 0.88% of average daily net assets. This expense ratio is the same as the expense ratio of your Portfolio. Fifth, the Class I shares of Pioneer Mid Cap Portfolio received in the Reorganization will provide Safeco MC Core Portfolio shareholders with exposure to substantially the same investment product as they currently have. Pioneer and Symetra will pay all expenses of the Safeco Funds and the Pioneer Funds associated with the Reorganizations, including, but not limited to: (1) the expenses associated with the preparation, printing and mailing of any shareholder communications, including this joint Proxy Statement/Prospectus, and any filings with the SEC and other governmental authorities in connection with the Reorganizations; (2) the fees and expenses of any proxy solicitation firm retained in connection with the Reorganizations; (3) the legal fees and expenses incurred by the Safeco Funds in connection with the Reorganizations; and (4) the Trustee fees and expenses incurred as a result of the Reorganizations. The Trustees considered that Pioneer and Symetra will benefit from the Reorganization. See "Background to the Reorganization". The board of trustees of Pioneer Mid Cap Portfolio also considered that the Reorganization presents an excellent opportunity for the Pioneer Mid Cap Portfolio to acquire investment assets without the obligation to pay commissions or other transaction costs that a portfolio normally incurs when purchasing securities. This opportunity provides an economic benefit to Pioneer Mid Cap Portfolio and its shareholders. 7 Capitalization The following table sets forth the capitalization of each Portfolio as of December 31, 2003.
====================================================================================== Pioneer Mid Cap Portfolio Safeco MC Core Portfolio Class I Shares December 31, 2003 December 31, 2003 ====================================================================================== Net Assets (in thousands) $51,368 $170,237 ====================================================================================== Net Asset Value Per Share $18.70 $20.47 ====================================================================================== Shares Outstanding 2,747,000 [ ] ======================================================================================
It is impossible to predict how many shares of Pioneer Mid Cap Portfolio will actually be received and distributed by your Portfolio on the Reorganization date. The table should not be relied upon to determine the amount of Pioneer Mid Cap Portfolio's shares that will actually be received and distributed. Board's Evaluation and Recommendation For the reasons described above, the Trustees, including the Independent Trustees, approved the Reorganization. In particular, the board of trustees determined that the Reorganization is in the best interests of your Portfolio. Similarly, the board of trustees of Pioneer Mid Cap Portfolio, including its Independent Trustees, approved the Reorganization. They also determined that the Reorganization is in the best interests of Pioneer Mid Cap Portfolio. The Trustees recommend that the shareholders of your Portfolio vote FOR the proposal to approve the Agreement and Plan of Reorganization. 8 Safeco Small-Cap Value Portfolio and Pioneer Small Cap Value II VCT Portfolio PROPOSAL 6 Approval of Agreement and Plan of Reorganization SUMMARY The following is a summary of more complete information appearing later in this proxy statement and prospectus or incorporated herein. You should read carefully the entire proxy statement, including the form of Agreement and Plan of Reorganization attached as Exhibit A because they contain details that are not in the summary.
Comparison of Safeco Small Cap Portfolio to the Pioneer Small Cap Portfolio =================================================================================================================================== Safeco Small Cap Portfolio Pioneer Small Cap Portfolio =================================================================================================================================== Business A series of Safeco Resource Series Trust, a A newly created series of Pioneer Variable Contracts diversified open-end management investment Trust, a diversified open-end management investment company organized as a Delaware statutory trust. company organized as a Delaware statutory trust. =================================================================================================================================== Net assets as of $46.4 million None. Pioneer Small Cap Portfolio is newly created June 30, 2004 and does not expect to commence investment operations until the Reorganization occurs. =================================================================================================================================== Investment advisers and Investment adviser (until August 1, 2004): Investment adviser portfolio managers SAM Pioneer Portfolio Manager: Portfolio Managers: Greg Eisen (since 1996 and until August 1, 2004) David M. Adams Assistant vice president, SAM Vice President, Pioneer Joined Pioneer in 1994 Currently Pioneer is acting as investment Investment Professional Since 1992 adviser to the Portfolio. The portfolio managers of the Pioneer Portfolio, as indicated John McPherson in the next column, currently manage your Assistant Portfolio Manager, Pioneer Safeco Portfolio. Joined Pioneer in 2002 =================================================================================================================================== Investment objective The Portfolio seeks long-term growth of capital The Portfolio seeks reasonable income and capital through investing primarily in small-sized growth. companies. ========================================================================================================= Each Portfolio provides written notice to shareholders at least 60 days prior to any change to its investment objective as described above. =================================================================================================================================== Primary investments Under normal circumstances, the Portfolio The Portfolio invests the major portion of its invests at least 80% of its net assets (plus assets in equity securities, primarily of U.S. any borrowings for investment purposes) in issuers. For purposes of the Portfolio's equity and equity-related securities of investment policies, equity securities include companies with total market capitalization at common stocks, convertible debt and other equity the time of investment of less than $1.5 instruments, such as depositary receipts, billion. warrants, rights, interests in real estate investment trusts (REITS) and preferred stocks. =================================================================================================================================== Investment strategies When evaluating a stock to buy for the Pioneer uses a "value" approach to select the Portfolio, SAM looks for companies having one Portfolio's investments. Pioneer seeks securities or more of the following characteristics: selling at substantial discounts to their underlying o Long-term potential for above-average values and then holds these securities until the or improving earnings growth market values reflect their intrinsic values. o Involvement in new or innovative products or services Pioneer evaluates a security's potential value, o A share price that represents good including the attractiveness of its market relative value as determined by valuation, based on the company's assets and price-to-earnings ratio or other commonly prospects for earnings and revenue growth. Factors used valuation measures Pioneer looks for in selecting investments include: o Above average potential for earnings and revenue growth ===================================================================================================================================
=================================================================================================================================== Safeco Small Cap Portfolio Pioneer Small Cap Portfolio =================================================================================================================================== o Favorable expected returns relative to perceived risks o Management with demonstrated ability and commitment to the company o Low market valuations relative to earnings forecast, book value, cash flow and sales o Turnaround potential for companies that have been through difficult periods o Low debt levels relative to equity o Issuer's industry has strong fundamentals, such as increasing or sustainable demand and barriers to entry =================================================================================================================================== Other investments The Portfolio may invest in securities The Portfolio may invest up to 25% of its total convertible into common stock, but less than assets in REITs. 35% of its total assets will be invested in such securities. The Portfolio may invest in securities of Canadian issuers to the same extent as securities of U.S. The Portfolio may invest up to 20% of its issuers. assets in foreign securities which are listed on a national exchange, including investments The Portfolio may invest up to 5% of its total in American Depository Receipts. assets in equity and debt securities of other non-U.S. issuers, including securities of emerging market issuers. The Portfolio may invest up to 20% of its total assets in debt securities of corporate and government issuers. The Fund may invest up to 5% of its net assets in below investment grade debt securities issued by both U.S. and non-U.S. issuers, including below investment grade convertible debt securities. =================================================================================================================================== Temporary defensive The Portfolio may hold cash or invest in The Portfolio may invest all or part of its assets strategies high-quality, short-term securities issued by in securities with remaining maturities of less than an agency or instrumentality of the U.S. one year, cash equivalents or may hold cash. government, high-quality commercial paper, certificates of deposit, shares of no-load, open-end money market funds, or repurchase agreements as a temporary defensive measure when market conditions so warrant. =================================================================================================================================== Diversification Each Portfolio is diversified for the purpose of the Investment Company Act, and each Portfolio is subject to diversification requirements under the Code. =================================================================================================================================== Industry concentration Each Portfolio may not invest more than 25% of its assets in any one industry. =================================================================================================================================== Restricted and illiquid If immediately after and as a result of such The Portfolio will not invest more than 15% of its securities action the value of the following securities, net assets in illiquid and other securities that are in the aggregate, would exceed 15% of the not readily marketable. Repurchase agreements Portfolio's net assets, the Portfolio will not maturing in more than seven days will be included (i) purchase securities for which there is no for purposes of the foregoing limit. Securities readily available market, (ii) purchase time subject to restrictions on resale under the 1933 Act deposits maturing in more than seven days, are considered illiquid unless they are eligible for (iii) purchase over-the-counter (OTC) options resale pursuant to Rule 144A or another exemption or hold assets set aside to cover OTC options from the registration requirements of the 1933 Act written by the Portfolio, (iv) enter into and are determined to be liquid by Pioneer. repurchase agreements maturing in more than seven days, or (v) invest in interests in REITs which are not readily marketable or interests in real estate limited partnerships which are not listed or traded on the NASDAQ Stock Market. =================================================================================================================================== Borrowing The Portfolio may borrow money (i) from banks, The Portfolio may not borrow money in amounts or (ii) by engaging in reverse repurchase exceeding 10% of the Portfolio's total assets agreements. The Portfolio will not commit to (including the amount borrowed) taken at market additional securities purchases if total value. outstanding borrowings are equal to 5% or more of total assets. ===================================================================================================================================
2
=================================================================================================================================== Safeco Small Cap Portfolio Pioneer Small Cap Portfolio =================================================================================================================================== Lending The Portfolio may lend securities to qualified The Portfolio may not make loans, except that the institutional investors with a value of up to Portfolio may (i) lend portfolio securities in 33% of the Portfolio's total assets. accordance with the Portfolio's investment policies, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, (iv) participate in a credit facility whereby the Portfolio may directly lend to and borrow money from other affiliated Portfolios to the extent permitted under the 1940 Act or an exemption therefrom, and (v) make loans in any other manner consistent with applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction. =================================================================================================================================== Derivative instruments The Portfolio may write put or call options if, The Portfolio may use futures and options on as a result thereof, the aggregate value of the securities, indices and currencies, forward currency assets underlying all such options does not exchange contracts and other derivatives. The exceed 25% of the Portfolio's net assets. Portfolio does not use derivatives as a primary investment technique and generally limits their use The Portfolio may purchase put or call options to hedging. However, the Portfolio may use on futures contracts if, as a result thereof, derivatives for a variety of non-principal purposes, the aggregate premiums paid on all options or including: options on futures contracts do not exceed 20% o As a hedge against adverse changes in stock of the Portfolio's net assets. market prices, interest rates or currency exchange rates The Portfolio may enter into any futures o As a substitute for purchasing or selling contract or option on a futures contract, if as securities a result thereof, the aggregate margin deposits o To increase the Portfolio's return as a and premiums required on all such instruments non-hedging strategy that may be considered does not exceed 5% of the Portfolio's net speculative assets. The Portfolio may not purchase securities on margin. However, the Portfolio may (i) obtain short-term credits as necessary to clear its purchases and sales of securities, and (ii) make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. =================================================================================================================================== Other investment As described above, the Portfolios have substantially similar principal investment strategies and policies and policies. Certain of the non-principal investment policies and restrictions are different. For a more restrictions complete discussion of each Portfolio's other investment policies and fundamental and non-fundamental investment restrictions, see the SAI. =================================================================================================================================== Buying, Selling and Exchanging Shares =================================================================================================================================== Sales charges Shares of the Portfolio are not subject to any The Class I shares of Pioneer Small Cap Portfolio sales charges. you receive in the Reorganization will not be subject to any sales charge. =================================================================================================================================== Management and other Safeco Core Equity Portfolio pays SAM an Pioneer Fund Portfolio will pay Pioneer a management fees investment advisory and management fee equal to fee equal to 0.75% of the Portfolio's average daily 0.85% of the Portfolio's average daily net net assets. assets. Pursuant to this Agreement, SAM serves as administrator and fund accounting agent for In addition, the Portfolio will reimburse Pioneer the Portfolio. for certain fund accounting and legal expenses incurred on behalf of the Portfolio and pays a For the fiscal year ended December 31, 2003, separate shareholder servicing/transfer agency fee the Portfolio's annual operating expenses were to PIMSS, an affiliate of Pioneer. 1.05%, per share. Pioneer has agreed until the second anniversary of the closing of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I shares to 1.01% of the average daily net assets attributable to Class I. ===================================================================================================================================
3
=================================================================================================================================== Safeco Small Cap Portfolio Pioneer Small Cap Portfolio =================================================================================================================================== Distribution and Shares of each Portfolio are not subject to a Rule 12b-1 fee. service (12b-1) fee =================================================================================================================================== Buying shares Each Portfolio may sell its shares directly to separate accounts established and maintained by insurance companies for the purpose of funding variable contracts and to qualified plans. Shares of the Portfolios are sold at net asset value. Investments in a Portfolio are credited to an insurance company's separate account or qualified plan account, immediately upon acceptance of the investment by the Portfolio. The offering of shares of any Portfolio may be suspended for a period of time, and each Portfolio reserves the right to reject any specific purchase order. Purchase orders may be refused if, in the investment adviser's opinion, they are of a size or frequency that would disrupt the management of the Portfolio. =================================================================================================================================== Selling shares Shares of each Portfolio will be sold at net asset value per share next calculated after the Portfolio receives your request in good order. You may sell your shares by contacting the insurance company sponsoring your variable contract, as described in your Portfolio's prospectus. You can also sell your shares by contacting the Portfolio directly if your account is registered in your name. If the account is established in the shareholder's own name, shareholders may also redeem shares of the Portfolio by telephone or online. ===================================================================================================================================
Because each Portfolio has a similar investment objective, primary investment policies and strategies, the Portfolios are subject to the same principal risks. Even though each Portfolio seeks capital appreciation, you could lose money on your investment in either Portfolio or not make as much as if you invested elsewhere if: o The stock market goes down (this risk may be greater in the short term) o Value stocks fall out of favor with investors o The Portfolio's assets remain undervalued or do not have the potential value originally expected Each Portfolio also has risks associated with investing in small companies. Compared to large companies, small companies, and the market for their equity securities, are likely to: o Be more sensitive to changes in the economy, earnings results and investor expectations o Have more limited product lines and capital resources o Experience sharper swings in market values o Be harder to sell at the time and prices Pioneer thinks appropriate o Offer greater potential for gain and loss Past Performance Set forth below is performance information for Safeco Small Cap Portfolio. The bar charts show how Safeco Small Cap Portfolio's total return (not including any deduction for sales charges) has varied from year to year for each full calendar year. The tables show average annual total return (before and after sales taxes) for Safeco Small Cap Portfolio over time for each class of shares (including deductions for sales charges) compared with a broad-based securities market index. Past performance before and after taxes does not indicate future results. 4 Safeco Small Cap Portfolio Calendar Year Total Returns* [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED DOCUMENT.]
1998 1999 2000 2001 2002 2003 - -19.95 15.4 -6.02 21.15 -4.56 42.78
*During the period shown in the bar chart, your Portfolio's highest quarterly return since the Portfolio's inception in 1997 was 26.56% for the quarter ended December 31, 1999, and the lowest quarterly return was -33.79% for the quarter ended September 30, 1998. Safeco Small Cap Portfolio Average Annual Total Returns as of December 31, 2003
1 Year 5 Years Since ------ ------- Inception (1) --------- Safeco Small Cap Portfolio 42.78% 12.35% 9.57% Russell 2000 Value Index (2) 46.03% 12.28% 12.35% (reflects no deduction for fees, expenses or taxes)
- -------------- (1) The Portfolio commenced operations in 1997. (2) The Russell 2000 Value Index, an unmanaged index measuring the performance of the value-oriented stocks in the Russell 2000 Index, is for reference only and does not mirror Pioneer Small Cap Portfolio's investments. The Portfolios' Fees and Expenses Shareholders of both Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Portfolio. The expenses in the tables appearing below are based on (i) for your Portfolio, the expenses of your Portfolio for the period ended December 31, 2003 and (ii) for Pioneer Small Cap Portfolio, the expenses of Pioneer Small Cap Portfolio for the period ended December 31, 2003. Future expenses for all share classes may be greater or less.
=============================================================================================== Pioneer Small Cap Shareholder transaction fees (paid Portfolio directly from your investment) Safeco Small Cap Portfolio Class I Shares =============================================================================================== Redemption fees for shares held less None None than 30 days =============================================================================================== Sales charge or deferred sales charge None None =============================================================================================== Annual Portfolio operating expenses (deducted from Portfolio assets) (as a % of average net assets) =============================================================================================== Management fee 0.85% 0.75% =============================================================================================== Distribution and service (12b-1) fee None None =============================================================================================== Other expenses 0.20% [ ]% =============================================================================================== Total Portfolio operating expenses 1.05% [ ]% =============================================================================================== Expense reduction None [ ]%(1) =============================================================================================== Net Portfolio operating expenses 1.05% [ ]% ===============================================================================================
5 (1) Pioneer has agreed that through the second anniversary of the closing of the Reorganization, Pioneer will limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Class I shares of Pioneer Small Cap Portfolio to 1.01% of average daily net assets. The hypothetical example below helps you compare the cost of investing in each Portfolio. It assumes that: (a) you invest $10,000 in each Portfolio for the time periods shown, (b) you reinvest all dividends and distributions, (c) your investment has a 5% return each year, (d) each Portfolio's gross operating expenses remain the same, and (e) the expense limitations are in effect for two years for Pioneer Small Cap Portfolio. The examples are for comparison purposes only and are not a representation of either Portfolio's actual expenses or returns, either past or future.
====================================================================== Example ====================================================================== Safeco Small Cap Portfolio ====================================================================== ====================================================================== Year 1 $107 ====================================================================== Year 3 $334 ====================================================================== Year 5 $ 579 ====================================================================== Year 10 $1,283 ======================================================================
6
====================================================================== Pioneer Small Cap Portfolio ====================================================================== Class I Shares ====================================================================== Year 1 $103 ====================================================================== Year 3 $322 ====================================================================== Year 5 $560 ====================================================================== Year 10 $1,243 ======================================================================
Reasons for the Proposed Reorganization The Trustees believe that the proposed Reorganization is in the best interests of Safeco Small Cap Portfolio. The Trustees considered the following matters, among others, in approving the proposal. First, SAM, the investment adviser to the Portfolio until August 2, 2004, was acquired by Symetra. Symetra informed the Trustees that it was not interested in continuing to provide investment advisory services to the Safeco Portfolios. Consequently, a change in your Portfolio's investment management was necessary. Second, the resources of Pioneer. At June 30, 2004, Pioneer managed over 62 investment companies and accounts with approximately $35 billion in assets. Pioneer is part of the global asset management group of UniCredito Italiano S.p.A., one of the largest banking groups in Italy, providing investment management and financial services to mutual funds, institutional and other clients. As of June 30, 2004, assets under management by UniCredito Italiano S.p.A. were approximately $151 billion worldwide. Shareholders of your Portfolio would become part of a significantly larger family of funds that offers a more diverse array of investment options and enhanced shareholder account options. The Pioneer family of mutual funds offers over 62 funds, including domestic and international equity and fixed income funds and a money market fund that will be available to your Portfolio's shareholders through exchanges. In addition, Pioneer offers shareholders additional options for their accounts, including the ability to transact and exchange shares over the telephone or online and the ability to access account values and transaction history in all of the shareholder's direct accounts in the Pioneer Funds over the telephone or online. Third, commitment until the second anniversary of the Reorganization to limit the ordinary operating expenses (excluding taxes, commissions, interest and extraordinary expenses) Class I shares of the Pioneer Small Cap Portfolio to 1.01 % of average daily net assets. This expense ratio is lower than the expense ratio for your Portfolio. Fourth, the Class I shares of Pioneer Small Cap Portfolio received in the Reorganization will provide Safeco Small Cap Portfolio shareholders with exposure to substantially the same investment product as they currently have. Pioneer and Symetra will pay all expenses of the Safeco Funds and the Pioneer Funds associated with the Reorganizations, including, but not limited to: (1) the expenses associated with the preparation, printing and mailing of any shareholder communications, including this joint Proxy Statement/Prospectus, and any filings with the SEC and other governmental authorities in connection with the Reorganizations; (2) the fees and expenses of any proxy solicitation firm retained in connection with the Reorganizations; (3) the legal fees and expenses incurred by the Safeco Funds in connection with the Reorganizations; and (4) the Trustee fees and expenses incurred as a result of the Reorganizations. The Trustees considered that Pioneer and Symetra will benefit from the Reorganization. See "Background to the Reorganization." The board of trustees of Pioneer Small Cap Portfolio also considered that the Reorganization presents an excellent opportunity for the Pioneer Small Cap Portfolio to acquire investment assets without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. This opportunity provides an economic benefit to Pioneer Small Cap Portfolio and its shareholders. 7 Capitalization The following table sets forth the capitalization of each Portfolio as of December 31, 2003.
====================================================================================== Pioneer Small Cap Portfolio Safeco Small Cap Portfolio Class I Shares December 31, 2003 December 31, 2003 ====================================================================================== Net Assets (in thousands) $40,405 N/A ====================================================================================== Net Asset Value Per Share $17.00 N/A ====================================================================================== Shares Outstanding 2,377,000 N/A ======================================================================================
It is impossible to predict how many shares of Pioneer Small Cap Portfolio will actually be received and distributed by your Portfolio on the Reorganization date. The table should not be relied upon to determine the amount of Pioneer Small Cap Portfolio's shares that will actually be received and distributed. Board's Evaluation and Recommendation For the reasons described above, the Trustees, including the Independent Trustees, approved the Reorganization. In particular, the board of trustees determined that the Reorganization is in the best interests of your Portfolio. Similarly, the board of trustees of Pioneer Small Cap Portfolio, including its Independent Trustees, approved the Reorganization. They also determined that the Reorganization is in the best interests of Pioneer Small Cap Portfolio. The Trustees recommend that the shareholders of your Portfolio vote FOR the proposal to approve the Agreement and Plan of Reorganization. 8 TERMS OF EACH AGREEMENT AND PLAN OF REORGANIZATION The Reorganization o The Reorganization is scheduled to occur 4:00 p.m., Eastern time, on [ ], 2004, unless your Safeco Portfolio and the corresponding Pioneer Portfolio agree in writing to a later date. Your Portfolio will transfer all of its assets to the corresponding Pioneer Portfolio. The corresponding Pioneer Portfolio will assume your Safeco Portfolio's liabilities that are included in the calculation of your Safeco Portfolio's net assets at the closing. The net asset value of both Portfolios will be computed as of 4:00 p.m., Eastern time, on the closing of the Reorganization. o The corresponding Pioneer Portfolio will issue to your Safeco Portfolio Class I shares with an aggregate net asset value equal to the net assets attributable to your Safeco Portfolio's shares. These shares will immediately be distributed to your Safeco Portfolio's shareholders in proportion to the relative net asset value of their holdings of your Safeco Portfolio's shares on the Reorganization date. As a result, your Safeco Portfolio's shareholders will end up as Class I shareholders of the corresponding Pioneer Portfolio. o After the distribution of shares, your Safeco Portfolio will be liquidated and dissolved. o The Reorganization is not intended to result in income, gain or loss being recognized for federal income tax purposes and will not take place unless both Portfolios receive a satisfactory opinion concerning the tax consequences of the Reorganization from Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Pioneer Portfolios. Agreement and Plan of Reorganization The shareholders of your Safeco Portfolio are being asked to approve an Agreement and Plan of Reorganization, the form of which is attached as Exhibit A. The description of the Agreement and Plan of Reorganization contained herein is qualified in its entirety by the attached copy. Conditions to Closing the Reorganization. The obligation of each Pioneer Portfolio to consummate the Reorganization is subject to the satisfaction of certain conditions, including your Safeco Portfolio's performance of all of its obligations under the Agreement and Plan of Reorganization, the receipt of certain documents and financial statements from your Safeco Portfolio and the receipt of all consents, orders and permits necessary to consummate the Reorganization (see Sections 7 and 8 of the Agreement and Plan of Reorganization, attached as Exhibit A). The obligations of both Portfolios are subject to the approval of the Agreement and Plan of Reorganization by the necessary vote of the outstanding shares of your Safeco Portfolio, in accordance with the provisions of your Safeco Portfolio's trust instrument and by-laws. The Portfolios' obligations are also subject to the receipt of a favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP as to the federal income tax consequences of the Reorganization. (see Section 8.5 of the Agreement and Plan of Reorganization, attached as Exhibit A). Termination of Agreement. The board of either your Safeco Portfolio or the corresponding Pioneer Portfolio may terminate the Agreement and Plan of Reorganization (even if the shareholders of your Safeco Portfolio have already approved it) at any time before the Reorganization date, if that board believes in good faith that proceeding with the Reorganization would no longer be in the best interests of shareholders. 8 PROPOSALS 7(a)-(f) Approval of Appointment of Pioneer as Investment Adviser Background Having determined to recommend the Reorganizations, the Trustees elected to appoint Pioneer as investment adviser to each Portfolio until the closing of the Reorganization given that Symetra had indicated that it did not wish to continue to offer investment advisory services to the Safeco Portfolios. Interim Advisory Agreement Under the Investment Company Act, shareholders must approve any new investment adviser to the Portfolios. However, Rule 15a-4 under the Investment Company Act permits your trustees to appoint an adviser on an interim basis without prior shareholder approval if the new adviser agrees to provide such services on the same terms as the previous adviser and approval of the new adviser is submitted to shareholders within 150 days. Because Pioneer will be making the payment to Symetra discussed under "Background to the Reorganizations", any fees that Pioneer would be entitled to under the interim advisory agreement will be held in escrow by the Portfolio until shareholders approval is obtained. If Pioneer is not approved as investment adviser to a Portfolio, Pioneer will not receive the fee under the current investment advisory agreement with SAM but instead would be paid a fee based upon Pioneer's cost in managing the Portfolio. During this period prior to the meeting, the Portfolios would be managed as separate Portfolio and will not be combined with a Pioneer Portfolio. During this period, you also will not be able to exchange your shares in a Portfolio for shares of a Pioneer Portfolio. If the appointment of Pioneer as interim investment adviser is not approved by December [ ], 2004, Pioneer will no longer provide advisory services to the Portfolios, unless an extension of the 150 day period is permitted by a Rule or independent position of the staff of the SEC. If both the Reorganization and appointment of Pioneer are approved, the interim agreement will continue in effect until the closing of the Reorganization, even if that occurs after December [ ], 2004. The interim agreement incorporates the terms of the existing advisory agreements with SAM, which are discussed below. The form of interim agreement is attached as Annex B. Safeco Advisory Agreement The following is a summary of the material terms of the Portfolios' investment advisory agreement with SAM (the "Safeco Advisory Agreement"). Services. Under the terms of the Safeco Advisory Agreement, SAM manages the Portfolios' investments and business affairs, subject to the supervision of the board of trustees. At its expense, SAM provides office space and all necessary office facilities, equipment and personnel for managing the investments of the Portfolios. Compensation. As compensation under the Safeco Advisory Agreement, each Portfolio pays SAM a monthly advisory fee at an annual rate as listed the below table of the Portfolio's average daily net assets. Brokers' commissions and other charges relative to the purchase and sale of portfolio securities are not regarded as expenses.
================================================================================== Portfolio Annual Fee ================================================================================== Safeco Bond Portfolio 0.74% ================================================================================== Safeco Core Equity Portfolio 0.74% ================================================================================== Safeco Growth Opportunities Portfolio 0.74% ================================================================================== Safeco Money Market Portfolio 0.65% ================================================================================== Safeco Multi-Cap Core Portfolio 0.74% ================================================================================== Safeco Small-Cap Value Portfolio 0.85% ==================================================================================
The table below shows gross advisory fees paid by each Portfolio during the fiscal year ended December 31, 2003: 9
==================================================================================== Safeco Bond Portfolio Advisory Fee $[ ] ==================================================================================== Safeco Core Equity Portfolio Advisory Fee $[ ] ==================================================================================== Safeco Growth Opportunities Portfolio Advisory Fee $[ ] ==================================================================================== Safeco Money Market Portfolio Advisory Fee $[ ] ==================================================================================== Safeco Multi-Cap Core Portfolio Advisory Fee $[ ] ==================================================================================== Safeco Small-Cap Value Portfolio Advisory Fee $[ ] ====================================================================================
Term. The Safeco Advisory Agreement continues in effect for successive annual periods, subject to the annual approval of its continuance as described below under "Termination, Continuance and Amendment." Limitation of Liability. The Safeco Advisory Agreement provides that SAM shall not be subject to liability to the Portfolios or to any shareholder of the Portfolios for any loss suffered by Portfolio or its shareholders from or as a consequence of any act or omission of SAM, or of any of the partners, employees or agents of SAM in connection with or pursuant to the agreement, except by reason of willful misfeasance, bad faith or gross negligence on the part of SAM in the performance of its duties or by reason of reckless disregard by SAM of its obligations and duties under the agreement. Termination, Continuance and Amendment. The Safeco Advisory Agreement continues from year to year subject to approval of its continuance at least annually by the vote of (1) a majority of your Safeco Portfolio's independent trustees, in each case cast in person at a meeting called for the purpose of voting on such approval or (2) a majority of the outstanding voting securities (as that phrase is defined in Section 2(a)(42) of the Investment Company Act) of each Portfolio. The contract may be terminated at any time without penalty on 60 days' written notice by the trustees, by a vote of a majority of the Portfolio's outstanding voting securities, or by SAM. The contract terminates automatically in the event of its assignment. VOTING RIGHTS AND REQUIRED VOTE Each share of your Safeco Portfolio is entitled to one vote and each fractional share shall be entitled to a proportionate fractional vote. A quorum is required to conduct business at the Meeting. With respect to each Portfolio, the presence in person or by proxy of a majority of shareholders entitled to cast votes at the Meeting will constitute a quorum. The favorable vote of a majority of the outstanding shares (with all classes voting as a single class) of the applicable Portfolio is required for each of Proposals 1-16. A "majority of the outstanding voting securities" of the applicable Portfolio is required for each of Proposals 17(a)-(p). Under the Investment company Act, majority of the outstanding voting securities means the affirmative vote of the lesser of (i) 50% or more of the shares of the applicable Portfolio represented at the meeting, if at least 67% of all outstanding shares of the Portfolio are represented at the meeting, or (ii) 50% or more of the outstanding shares of the Portfolio entitled to vote at the meeting.
==================================================================================================================================== Shares Quorum Voting ==================================================================================================================================== In General All shares "present" in Shares "present" in person will be voted in person at the Meeting. person or by proxy are Shares present by proxy will be voted in accordance with counted towards a quorum. instructions. ==================================================================================================================================== Broker Non-Vote (where the Considered "present" at Broker non-votes do not count as a vote "for" and effectively result underlying holder has not Meeting for purposes of in a vote "against" Proposals 1-16, and Proposal 17 if less than 67% voted and the broker does quorum. of the outstanding shares are present at the Meeting not have discretionary authority to vote the shares) ==================================================================================================================================== Proxy with No Voting Considered "present" at Voted "for" the proposal. Instruction (other than Meeting for purposes of Broker Non-Vote) quorum. ==================================================================================================================================== Vote to Abstain Considered "present" at Abstentions do not constitute a vote "for" and effectively result in Meeting for purposes of a vote "against" Proposals 1-16, and Proposal 17 if less than 67% of quorum. the outstanding shares are present at the Meeting. ====================================================================================================================================
10 ADDITIONAL INFORMATION ABOUT THE PIONEER PORTFOLIOS Investment Adviser Pioneer serves as the investment adviser to each Pioneer Portfolio. Pioneer is an indirect, wholly owned subsidiary of UniCredito Italiano S.p.A., one of the largest banking groups in Italy. Pioneer is part of the global asset management group providing investment management and financial services to mutual funds, institutional and other clients. As of [June 30], 2004, assets under management were approximately $151 billion worldwide, including over $35 billion in assets under management by Pioneer. Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109. Pioneer's U.S. mutual fund investment history includes creating one of the first mutual funds in 1928. The board of trustees of the Pioneer Portfolios is responsible for overseeing the performance of each of Pioneer Portfolio's investment adviser and subadviser and determining whether to approve and renew the Portfolio's investment management agreement and the sub-advisory agreements. Pioneer has received an order (the "Exemptive Order") from the SEC that permits Pioneer, subject to the approval of the Pioneer Portfolios' board of trustees, to hire and terminate a subadviser or to materially modify an existing subadvisory agreement for a Pioneer Portfolio without shareholder approval. Pioneer retains the ultimate responsibility to oversee and recommend the hiring, termination and replacement of any subadviser. To the extent that the SEC adopts a rule that would supersede the Exemptive Order, Pioneer and the Pioneer Portfolios intend to rely on such rule to permit Pioneer, subject to the approval of the Pioneer Portfolios' board of trustees and any other applicable conditions of the rule, to hire and terminate a subadviser or to materially modify an existing subadvisory agreement for a Pioneer Portfolio without shareholder approval. Buying, Exchanging and Selling Shares of the Pioneer Portfolios Net asset values Each Pioneer Portfolio's net asset value is the value of its portfolio of securities plus any other assets minus its operating expenses and any other liabilities. Each Pioneer Portfolio calculates a net asset value for each class of shares every day the New York Stock Exchange is open when regular trading closes (normally 4:00 p.m. Eastern time). Each Pioneer Portfolio generally values its portfolio securities using closing market prices or readily available market quotations. When closing market prices or market quotations are not available or are considered by Pioneer to be unreliable, the portfolio uses a security's fair value. Fair value is the valuation of a security determined on the basis of factors other than market value in accordance with procedures approved by the Pioneer Portfolios' trustees. The Portfolio also may use the fair value of a security, including a non-U.S. security, when Pioneer determines that the closing market price on the primary exchange where the security is traded no longer accurately reflects the value of the security due to factors affecting one or more relevant securities markets or the specific issuer. The use of fair value pricing by the Portfolio may cause the net asset value of its shares to differ from the net asset value that would be calculated using closing market prices. International securities markets may be open on days when the U.S. markets are closed. For this reason, the value of any international securities owned by the Portfolio could change on a day when insurance companies or qualified plans cannot buy or sell shares of the Portfolio. In connection with making fair valuations of the value of fixed income securities, the Portfolio's trustees may use a pricing matrix. Debt securities with remaining maturities of 60 days or less are valued at amortized cost, which is a method of estimating market value. The interests of variable contracts and qualified plans investing in the portfolios could conflict due to differences of tax treatment and other considerations. The Pioneer Portfolios currently do not foresee any disadvantages to investors arising out of the fact that each Portfolio may offer its shares to insurance company separate accounts that serve as the investment mediums for their variable contracts or that each Portfolio may offer its shares to qualified plans. Nevertheless, the Portfolios' trustees intend to monitor events in order to identify any material irreconcilable conflicts which may possibly arise and to determine what action, if any, should be taken in response to such conflicts. If such a conflict were to occur, one or more insurance companies' separate accounts or qualified plans might be required to withdraw their investments in one or more portfolios and shares of another Portfolio may be substituted. This might force a portfolio to sell securities at disadvantageous prices. In addition, the trustees may refuse to sell shares of any Portfolio to any separate account or qualified plan or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or regulatory authority or is in the best interests of the shareholders of the Portfolio. Insurance companies and plan fiduciaries are required to notify a Pioneer Portfolio if the tax status of their separate account or qualified plan is revoked or challenged by the Internal Revenue Service. The Portfolio may redeem any account of any shareholder whose qualification as a diversified segregated asset account or a qualified plan satisfying the requirements of 11 Treasury Regulation ss.1.817-5 is revoked or challenged. The Portfolio will not treat an investor as a qualified plan for this purpose unless the investor is among the categories specifically enumerated in Revenue Ruling 94-62, 1994-2 C.B. 164. An insurance company separate account or qualified plan whose tax status is revoked or challenged by the Internal Revenue Service may be liable to the portfolios or the adviser for losses incurred by the portfolios or the adviser as a result of such action. Selling Shares of a Pioneer Portfolio may be sold on any business day. Pioneer Portfolio shares are sold at net asset value next determined after receipt by the portfolio of a redemption request in good order from the insurance company as described in the prospectus of the insurance company's variable contract. Sale proceeds will normally be forwarded by bank wire to the selling insurance company on the next business day after receipt of the sales instructions by a Portfolio but in no event later than 7 days following receipt of instructions. Each Portfolio may suspend transactions in shares or postpone payment dates when trading on the New York Stock Exchange is closed or restricted, when the Securities and Exchange Commission determines an emergency or other circumstances exist that make it impracticable for the Portfolio to sell or value its investments. You can obtain more free information about the portfolios by writing to Pioneer Investment Management Shareholder Services, Inc., 60 State Street, Boston, Massachusetts 02109. You may also call 1-800-225-6292. Taxes Class I shares of each Pioneer Portfolio are held by life insurance company separate accounts that fund variable annuity or life insurance contracts or by certain qualified plans. Owners of variable contracts should read the prospectus for their insurance company's variable contract for a discussion of the tax status of a variable contract, including the tax consequences of withdrawals or other payments, and should keep all statements received from the insurance company or the Pioneer Portfolios to assist in personal recordkeeping. Under the Code, a Pioneer Portfolio's dividends and distributions of net short-term capital gain in excess of net long-term capital loss to insurance company separate accounts or qualified plans generally are treated as ordinary income; distributions to those accounts of net long-term capital gain in excess of net short-term capital loss are generally treated as long-term capital gain. For U.S. federal income tax purposes, dividends and capital gain distributions are treated as received by the insurance company or the qualified plan rather than by the owner of the variable contract or the plan participant. Insurance companies and qualified plans should consult their own tax advisers regarding the tax treatment of dividend and capital gain distributions they receive from any Pioneer Portfolio. Each Pioneer Portfolio is treated as a separate entity for U.S. federal income tax purposes and either has elected, or will elect, to be treated and intends to qualify each year as a regulated investment company under Subchapter M of the Code. Each Pioneer Portfolio must satisfy certain requirements relating to the sources of its income, diversification of is assets and distribution of its income to shareholders to qualify as a regulated investment company. As a regulated investment company, each Pioneer Portfolio generally will not be subject to U.S. federal income tax on any net investment income and net realized capital gains that are distributed to its shareholders as required under the Code. In addition, each Pioneer Portfolio also meets certain diversification requirements imposed by the Code on separate accounts of insurance companies relating to the tax-deferred status of variable contracts. The failure of a qualified plan to be or remain qualified could cause the insurance company separate account to fail to meet such diversification requirements. More specific information on these diversification requirements is contained in the insurance company's separate account prospectus and the statement of additional information for the Pioneer Portfolio. FINANCIAL HIGHLIGHTS The following tables show the financial performance for the past five fiscal years (or the period during which the Portfolio has been in operation, if less than five years) and for the most recent semi-annual period for each Pioneer Portfolio which has investment operations. Certain information reflects financial results for a single Portfolio share. "Total return" shows how much an investment in a Portfolio would have increased or decreased during each period, assuming you had reinvested all dividends and other distributions. The financial highlights for each fiscal year ended on December 31, 2002 has been audited by Ernst & Young LLP, each Pioneer Portfolio's independent registered public accounting firm, as stated in their reports incorporated by reference in this registration statement. For fiscal years prior to December 31, 2002, the financial highlights of the Pioneer Portfolios were audited by Arthur Anderson LLP. The information for any semi-annual period has not been audited. 12 PIONEER FUND VCT PORTFOLIO PIONEER VARIABLE CONTRACTS TRUST FINANCIAL HIGHLIGHTS
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED CLASS I 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 - ------- -------- -------- -------- -------- -------- Net asset value, beginning of period $15.28 $ 19.08 $ 22.67 $ 22.70 $ 19.76 Increase (decrease) from investment operations: Net investment income $ 0.20 $ 0.19 $ 0.17 0.18 0.16 Net realized and unrealized gain (loss) on investments and foreign currency transactions 3.41 (3.81) (2.57) 0.10 2.97 ------- ---------- ---------- --------- --------- Net increase (decrease) from investment operations $ 3.61 $ (3.62) $ (2.40) $ 0.28 $ 3.13 Distributions to shareholders: Net investment income (0.19) (0.18) (0.17) (0.18) (0.17) Net realized gain - - (1.02) (0.13) (0.02) Net increase (decrease) in net asset value $ 3.42 $ (3.80) $ (3.59) $ (0.03) $ 2.94 ------- ---------- ---------- --------- --------- Net asset value, end of period $18.70 $ 15.28 $ 19.08 $ 22.67 $ 22.70 ======= ========== ========== ========= ========= Total return* 23.76% (19.03)% (10.85)% 1.22% 15.91% ======= ========== ========== ========= ========= Ratios/Supplemental Data Ratio of net expenses to average net assets+ 0.76% 0.80% 0.74% 0.69% 0.70% Ratio of net investment income to average 1.16% 1.09% 0.83% 0.78% 0.82% net assets+ Portfolio turnover rate 11% 11% 7% 37% 8% Net assets, end of period (in thousands) $154,839 $141,892 $199,160 $222,107 $204,927 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 0.76% 0.80% 0.74% 0.69% 0.70% Net investment income (loss) 1.16% 1.09% 0.83% 0.78% 0.82%
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period. + Ratios with no reduction for fees paid indirectly. 13 PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER VARIABLE CONTRACTS TRUST FINANCIAL HIGHLIGHTS
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED CLASS I 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 - ------- -------- -------- -------- -------- -------- Net asset value, beginning of period $ 14.94 $ 17.35 $ 17.79 $ 16.26 $ 14.49 --------- ---------- --------- --------- --------- Increase (decrease) from investment operations: Net investment income $ 0.14 $ 0.07 $ 0.07 $ 0.13 $ 0.13 Net realized and unrealized gain (loss) on investments 5.45 (1.97) 1.06 2.62 1.77 --------- ---------- --------- --------- --------- Net increase (decrease) from investment operations $ 5.59 $ (1.90) $ 1.13 $ 2.75 $ 1.90 Distributions to shareowners: Net investment income (0.06) (0.05) (0.10) (0.13) (0.13) Net realized gain -- (0.46) (1.47) (1.09) -- --------- ---------- --------- --------- --------- Net increase (decrease) in net asset value $ 5.53 $ (2.41) $ (0.44) $ 1.53 $ 1.77 --------- ---------- --------- --------- --------- Net asset value, end of period $ 20.47 $ 14.94 $ 17.35 $ 17.79 $ 16.26 ========= ========== ========= ========= ========= Total return* 37.48% (11.21)% 6.49% 18.00% 13.13% Ratio of net expenses to average net assets+ 0.76% 0.80% 0.79% 0.77% 0.76% Ratio of net investment income (loss) to average net assets+ 0.86% 0.46% 0.45% 0.63% 0.77% Portfolio turnover rate 52% 68% 95% 85% 91% Net assets, end of period (in thousands) $170,237 $120,687 $128,340 $111,466 $120,526 Ratio with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 0.76% 0.80% 0.79% 0.77% 0.76% Net investment income (loss) 0.86% 0.46% 0.45% 0.63% 0.77% Ratio with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 0.76% 0.80% 0.79% 0.77% 0.76% Net investment income (loss) 0.86% 0.46% 0.45% 0.63% 0.77% ========= ========== ========= ========= =========
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period. + Ratios with no reduction for fees paid indirectly. 14 PIONEER MONEY MARKET VCT PORTFOLIO PIONEER VARIABLE CONTRACTS TRUST FINANCIAL HIGHLIGHTS
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED CLASS I 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 - ------- -------- -------- -------- -------- -------- Net asset value, beginning of period $ 1.000 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Increase (decrease) from investment operations: Net investment income (loss) $ 0.006 $ 0.01 $ 0.03 $ 0.06 $ 0.04 Distributions to shareowners: Net investment income (0.006) (0.01) (0.03) (0.06) (0.04) Net asset value, end of period $ 1.000 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======== ======== ======== ======== ======== Total return* 0.56% 1.19% 3.39% 5.71% 4.38% ======== ======== ======== ======== ======== Ratios/Supplemental Data: Ratio of net expenses to average net assets+ 0.72% 0.78% 0.78% 0.76% 0.79% Ratio of net investment income (loss) to average net assets+ 0.58% 1.11% 3.16% 5.58% 4.34% ======== ======== ======== ======== ======== Net assets, end of period (in thousands) $34,736 $59,521 $49,545 $36,979 $37,347 ======== ======== ======== ======== ======== Ratios with no waiver of management fees and assumption of expenses by Pioneer and no reduction for fees paid indirectly: Net expenses 0.72% 0.78% 0.78% 0.76% 0.79% Net investment income (loss) 0.58% 1.11% 3.16% 5.58% 4.34% Ratios with waiver of management fees and assumption of expenses by Pioneer and reduction for fees paid indirectly: Net expenses 0.72% 0.78% 0.78% 0.75% 0.78% Net investment income (loss) 0.58% 1.11% 3.16% 5.59% 4.35% ======== ======== ======== ======== ========
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period. + Ratios with no reduction for fees paid indirectly. 15 INFORMATION CONCERNING THE MEETING Voting by contract owners Because the insurance company that issued your variable annuity or variable life insurance contract is the owner of record of shares of the portfolio, your vote will instruct the insurance company how to vote the shares of the portfolio attributable to your contract. The insurance company will vote all of the shares of the portfolio which it holds that are not attributable to any contract in the same proportion as the voting instructions received from its contract owners with respect to the portfolio. The insurance company will also vote those shares for which no timely voting instruction was received from the contract owner in the same proportion as the voting instructions timely received from its other contract owners with respect to the portfolio. Solicitation of Proxies In addition to the mailing of these proxy materials, proxies may be solicited by telephone, by fax or in person by the trustees, officers and employees of your Safeco Portfolio; by personnel of your Safeco Portfolio's investment adviser, SAM, by the Pioneer Portfolios' investment adviser, Pioneer, their transfer agent, PIMSS, or by broker-dealer firms. Pioneer and its affiliates, together with a third party solicitation firm, has agreed to provide proxy solicitation services to the Portfolios at a cost of approximately $[_____]. Pioneer and Symetra will bear the cost of such solicitation. Revoking Proxies A Portfolio shareholder signing and returning a proxy has the power to revoke it at any time before it is exercised: o by filing a written notice of revocation with your Safeco Portfolio's transfer agent, Safeco Services Corporation, at [ ], or o by returning a duly executed proxy with a later date before the time of the Meeting, or o if a shareholder has executed a proxy but is present at the Meeting and wishes to vote in person, by notifying the secretary of your Safeco Portfolio (without complying with any formalities) at any time before it is voted. Being present at the Meeting alone does not revoke a previously executed and returned proxy. Outstanding Shares and Quorum Only shareholders of record on [ ], 2004 (the "record date") are entitled to notice of and to vote at the Meetings. The presence in person or by proxy by the majority of shareholders of your Safeco Portfolio entitled to cast votes at the Meeting will constitute a quorum. As of the record date, the following number of shares of each Portfolio were outstanding.
============================================================= Portfolio Share Outstanding ============================================================= ============================================================= ============================================================= ============================================================= ============================================================= ============================================================= ============================================================= ============================================================= ============================================================= ============================================================= =============================================================
16 Other Business Your Portfolio's board of trustees knows of no business to be presented for consideration at the Meetings other than Proposals 1-17. If other business is properly brought before a Meeting, proxies will be voted according to the best judgment of the persons named as proxies. Adjournments If, by the time scheduled for a Meeting, a quorum of shareholders of a Portfolio is not present or if a quorum is present but sufficient votes "for" the proposals have not been received, the persons named as proxies may propose the Meeting with respect to one or more of the Portfolios to another date and time, and the Meeting may be held as adjourned within a reasonable time after the date set for the original Meeting for that Portfolio without further notice. Any such adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote all proxies in favor of the adjournment that voted in favor of the proposal or that abstained. They will vote against such adjournment those proxies required to be voted against the proposal. Broker non-votes will be disregarded in the vote for adjournment. If the adjournment requires setting a new record date or the adjournment is for more than 120 days of the original Meeting (in which case the board of trustees of your Safeco Portfolio will set a new record date), your Safeco Portfolio will give notice of the adjourned meeting to its shareholders. Telephone Voting In addition to soliciting proxies by mail, by fax or in person, your Safeco Portfolio may also arrange to have votes recorded by telephone by officers and employees of your Safeco Portfolio or by personnel of the adviser or transfer agent or a third party solicitation firm. The telephone voting procedure is designed to verify a shareholder's identity, to allow a shareholder to authorize the voting of shares in accordance with the shareholder's instructions and to confirm that the voting instructions have been properly recorded. If these procedures were subject to a successful legal challenge, these telephone votes would not be counted at the Meeting. Your Portfolio has not obtained an opinion of counsel about telephone voting, but is currently not aware of any challenge. o A shareholder will be called on a recorded line at the telephone number in the Portfolio's account records and will be asked to provide the shareholder's social security number or other identifying information. o The shareholder will then be given an opportunity to authorize proxies to vote his or her shares at the Meeting in accordance with the shareholder's instructions. o To ensure that the shareholder's instructions have been recorded correctly, the shareholder will also receive a confirmation of the voting instructions by mail. o A toll-free number will be available in case the voting information contained in the confirmation is incorrect. o If the shareholder decides after voting by telephone to attend the Meeting, the shareholder can revoke the proxy at that time and vote the shares at the Meeting. Internet Voting You will also have the opportunity to submit your voting instructions via the Internet by utilizing a program provided through a vendor. Voting via the Internet will not affect your right to vote in person if you decide to attend the Meeting. Do not mail the proxy card if you are voting via the Internet. To vote via the Internet, you will need the "control number" that appears on your proxy card. These Internet voting procedures are designed to authenticate shareholder identities, to allow shareholders give their voting instructions, and to confirm that shareholders instructions have been recorded properly. If you are voting via the Internet you should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by you. o Read the proxy statement and have your proxy card at hand. o Go to the Web site listed on your proxy card. o Enter control number found on your proxy card. o Follow the simple instructions on the Web site. Please call [__________________] us at [1-800-________] if you have any problems. o To insure that your instructions have been recorded correctly you will receive a confirmation of your voting instructions immediately after your submission and also by e-mail if chosen.] 17 Shareholders' Proposals Your Portfolio is not required, and does not intend, to hold meetings of shareholders each year. Instead, meetings will be held only when and if required. Any shareholders desiring to present a proposal for consideration at the next meeting for shareholders must submit the proposal in writing, so that it is received by the your Safeco Portfolio at Two Union Square, 25th Floor, Seattle, Washington 98101 within a reasonable time before any meeting. If the Reorganization is completed, your Safeco Portfolio will not hold another shareholder meeting. Appraisal Rights If the Reorganization of your Safeco Portfolio is approved at the Meeting, shareholders of your Safeco Portfolio will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of appraisal rights is subject to the forward pricing requirements of Rule 22c-1 under the Investment Company Act, which supersede state law. Shareholders of your Safeco Portfolios, however, have the right to redeem their Portfolio shares at net asset value until the closing date of the Reorganizations. After the Reorganization, shareholders of your Safeco Portfolios will hold shares of the Pioneer Portfolios which may also be redeemed at net asset value subject to deferred sales charges (if any). OWNERSHIP OF SHARES OF THE PORTFOLIOS To the knowledge of your Safeco Portfolio, as of [ ], 2004, the following persons owned of record or beneficially 5% or more of the outstanding shares of each of the Portfolios.
=================================================================================== Fund/Class Shareholder Name and Address Actual Percentage owned =================================================================================== % =================================================================================== % =================================================================================== % =================================================================================== % =================================================================================== % =================================================================================== % =================================================================================== % =================================================================================== % =================================================================================== % ===================================================================================
As of December 31, 2003, the trustees and officers of your Safeco Portfolio, as a group, owned in the aggregate less than 1% of the outstanding shares of your Safeco Portfolio. As of December 31, 2003, the trustees and officers of each Pioneer Portfolio owned less than 1% of the outstanding shares of the Pioneer Portfolio. EXPERTS Safeco Funds The financial statements and financial highlights of each Safeco Portfolio incorporated by reference in the Safeco Resource Series Trust's Annual Report at and for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon incorporated by reference into this registration statement. Such financial statements and financial highlights are incorporated herein by reference in reliance on such report given the authority of such firm as experts in accounting and auditing. Pioneer Funds The financial statements and financial highlights of each Pioneer Portfolio incorporated by reference in the Pioneer Variable Contracts Trust's Annual Report at and for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon incorporated by reference into this registration statement. Such financial statements and financial highlights are incorporated herein by reference in reliance on such report given the authority of such firm as experts in accounting and auditing. 18 AVAILABLE INFORMATION The Portfolios and the Pioneer Portfolios are subject to the informational requirements of the Securities Exchange Act of 1934 and the Investment Company Act and file reports, proxy statements and other information with the Securities and Exchange Commission. These reports, proxy statements and other information filed by the Portfolios can be inspected and copied (for a duplication fee) at the public reference facilities of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. Copies of these materials can also be obtained by mail from the Public Reference Section of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, copies of these documents may be viewed on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. 19 Annex A - Agreement and Plan of Reorganization - ------- [This is the form of Agreement and Plan of Reorganization for those reorganizations intended to qualify as under Subsections (C), (D) or (F) of Section 368(a)(1) of the Internal Revenue Code. Revisions to this form of Agreement and the Tax Representation Certificates attached to this Agreement will need to be made for the variable contract fund reorganizations and the Tax Representation Certificates also will need to be revised for those reorganizations intended to qualify under Subsections (C) or (D) of Section 368(a)(1)] AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this day of August, 2004, by and between [Pioneer Trust], a [Delaware statutory][Massachusetts business] trust (the "Acquiring Trust") on behalf of its series [name of Pioneer Fund] (the "Acquiring Fund"), with its principal place of business at 60 State Street, Boston, Massachusetts 02109, and [Safeco Trust], a Delaware statutory trust (the "Safeco Trust"), on behalf of [name of Safeco Fund] (the "Acquired Fund"), a series of the Safeco Trust with its principal place of business at . The Acquiring Fund and the Acquired Fund are sometimes referred to collectively herein as the "Funds" and individually as a "Fund." This Agreement is intended to be and is adopted as a plan of "reorganization" as such term is used in Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will consist of (1) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for (A) the issuance of Investor Class shares of beneficial interest of the Acquiring Fund (collectively, the "Acquiring Fund Shares" and each, an "Acquiring Fund Share") to the Acquired Fund, and (B) the assumption by the Acquiring Fund of the liabilities of the Acquired Fund that are included in the calculation of net asset value ("NAV") on the Closing Date (the "Closing Date") set forth below (collectively, the "Assumed Liabilities"), and (2) the distribution by the Acquired Fund, on or promptly after the Closing Date as provided herein, of the Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation and dissolution of the Acquired Fund, all upon the terms and conditions hereinafter set forth in this Agreement. WHEREAS, the Acquiring Trust and the Safeco Trust are each registered investment companies classified as management companies of the open-end type. WHEREAS, the Acquiring Fund is authorized to issue shares of beneficial interest. WHEREAS, the Board of Trustees of the Safeco Trust has determined that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares, and the assumption of the Assumed Liabilities of the Acquired Fund by the Acquiring Fund, are in the best interests of the Acquired Fund shareholders and are not dilutive of the interests of the shareholders of the Acquired Fund. WHEREAS, the Board of Trustees of the Acquiring Trust has determined that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares, and the assumption of the Assumed Liabilities of the Acquired Fund by the Acquiring Fund, are in the best interests of the Acquiring Fund shareholders and are not dilutive of the interests of the shareholders of the Acquiring Fund. NOW, THEREFORE, in consideration of the premises of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND ASSUMPTION OF THE ASSUMED LIABILITIES; LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND. 1.1 Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund will transfer all of its assets as set forth in Paragraph 1.2 (the "Acquired Assets") to the Acquiring Fund free and clear of all liens and encumbrances (other than those arising under the Securities Act of 1933, as amended (the "Securities Act"), liens for taxes not yet due and contractual restrictions on the transfer of the Acquired Assets) and the Acquiring Fund agrees in exchange therefor: (i) to issue to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, with an aggregate NAV determined in the manner set forth in Paragraph 2.2 equal to the NAV of the Acquired Fund; and (ii) to assume the Assumed Liabilities, as set forth in Paragraph 1.3. Such transactions shall take place at the Closing (as defined in Paragraph 3.1 below). 1.2 (a) The Acquired Assets shall consist of all of the Acquired Fund's property, including, without limitation, all portfolio securities and instruments, dividends and interest receivables, cash, goodwill, contractual rights of the Acquired Fund or the Safeco Trust in respect of the Acquired Fund, all other intangible property owned by the Acquired Fund, originals or copies of all books and records of the Acquired Fund, and all other assets of the Acquired Fund on the Closing Date. The Acquiring Trust and the Acquiring Fund shall also be entitled to receive (or to the extent agreed upon between the Safeco Trust and the Acquiring Fund, be provided access to) copies of all records that the Safeco Trust is required to maintain under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules of the Securities and Exchange Commission (the "Commission") thereunder to the extent such records pertain to the Acquired Fund. 20 (b) The Acquired Fund has provided the Acquiring Fund with a list of all of the Acquired Fund's securities and other assets as of the date of execution of this Agreement, and the Acquiring Fund has provided the Acquired Fund with a copy of the current fundamental investment policies and restrictions and fair value procedures applicable to the Acquiring Fund. The Acquired Fund reserves the right to sell any of such securities or other assets before the Closing Date (except to the extent sales may be limited by representations of the Acquired Fund contained herein and made in connection with the issuance of the tax opinion provided for in Paragraph 8.5 hereof). 1.3 The Acquired Fund will endeavor to discharge all of its known liabilities and obligations that are or will become due prior to the Closing. The Acquiring Fund shall assume all of the Assumed Liabilities at the Closing. 1.4 On or as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), the Safeco Trust shall liquidate the Acquired Fund and distribute pro rata to its shareholders of record, determined as of the close of regular trading on the New York Stock Exchange on the Closing Date (the "Acquired Fund Shareholders"), the Acquiring Fund Shares received by the Acquired Fund pursuant to Paragraph 1.1 hereof. Each Acquired Fund Shareholder shall receive such number of Acquiring Fund Shares that have an aggregate NAV per share equal to the aggregate NAV per share of the shares of beneficial interest of the Acquired Fund (the "Acquired Fund Shares") held of record by such Acquired Fund Shareholder on the Closing Date. Such liquidation and distribution will be accomplished by the Safeco Trust instructing the Acquiring Fund to transfer the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund established and maintained by the Acquiring Fund's transfer agent in the names of the Acquired Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due the Acquired Fund Shareholders. The Safeco Trust shall promptly provide the Acquiring Trust with evidence of such liquidation and distribution. All issued and outstanding Acquired Fund Shares will simultaneously be cancelled on the books of the Acquired Fund and the Acquired Fund will be dissolved. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund's transfer agent for its Investor Class shares. The Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares shall surrender such certificates or deliver an affidavit with respect to lost certificates in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an "Affidavit"), to Pioneer Investment Management Shareholder Services, Inc. prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer evidence ownership of the Acquired Fund Shares, but shall evidence ownership of Acquiring Fund Shares as determined in accordance with Paragraph 1.4. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered by an Acquired Fund Shareholder, dividends and other distributions payable by the Acquiring Fund subsequent to the Liquidation Date with respect to Acquiring Fund Shares shall be paid to such Acquired Fund Shareholder, but such Acquired Fund Shareholder may not redeem or transfer Acquiring Fund Shares received in the Reorganization. 1.6 Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred. 1.7 Any reporting responsibility of the Safeco Trust with respect to the Acquired Fund for taxable periods ending on or before the Closing Date, including, but not limited to, the responsibility for filing of regulatory reports, Tax Returns (as defined in Paragraph 4.1), or other documents with the Commission, any state securities commissions, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Safeco Trust. 2. VALUATION 2.1 The NAV of the Acquiring Fund Shares and the NAV (as computed below) of the Acquired Fund shall, in each case, be determined as of the close of business (4:00 p.m., Boston time) on the Closing Date (the "Valuation Time"). The NAV of each Acquiring Fund Share shall be computed by Pioneer Investment Management, Inc. (the "Acquiring Fund Adviser") in the manner set forth in the Acquiring Fund's Declaration of Trust (the "Declaration"), or By-Laws, and the Acquiring Fund's then-current prospectus and statement of additional information; provided, however, if the Acquiring Fund has no assets as of the Closing Date (other than a nominal amount of assets attributable to the shares issued to the Acquiring Fund Adviser, or its affiliate, as the initial shareholder of the Acquiring Fund), the NAV of each Acquiring Fund Share shall be the same as the NAV of each share of the Acquired Fund. The NAV of the Acquired Assets shall be computed by Safeco Asset Management, Inc. (the "Acquired Fund Administrator") by calculating the value of the Acquired Assets and by subtracting therefrom the amount of the liabilities of the Acquired Fund on the Closing Date included on the face of the Statement of Assets and Liabilities of the Acquired Fund delivered pursuant to Paragraph 5.7 (the "Statement of Assets and Liabilities"), said assets and liabilities to be valued in the manner set forth in the Acquired Fund's then current prospectus and statement of additional information. The Acquiring Fund Adviser shall confirm the NAV of the Acquired Assets. 2.2 The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Assets and the assumption of the Assumed Liabilities shall be determined by the Acquiring Fund Adviser by dividing the NAV of the Acquired Fund, as determined in accordance with Paragraph 2.1, by the NAV of each Acquiring Fund Share, as determined in accordance with Paragraph 2.1. 21 2.3 The Acquiring Fund and the Acquired Fund shall cause the Acquiring Fund Adviser and the Acquired Fund Administrator, respectively, to deliver a copy of its valuation report to the other party at Closing. All computations of value shall be made by the Acquiring Fund Adviser and the Acquired Fund Administrator in accordance with its regular practice as pricing agent for the Acquiring Fund and the Acquired Fund, respectively. 3. CLOSING AND CLOSING DATE 3.1 The Closing Date shall be , 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganizations (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, or at such other place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & Co. (the "Acquiring Fund Custodian") for examination no later than three business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the transfer of beneficial ownership thereof to the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 In the event that on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Assets pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each such Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request. 4. REPRESENTATIONS AND WARRANTIES 4.1 Except as set forth on Schedule 4.1 hereto, the Safeco Trust, on behalf of the Acquired Fund, represents, warrants and covenants to the Acquiring Fund, which representations, warranties and covenants will be true and correct on the date hereof and on the Closing Date as though made on and as of the Closing Date, as follows: (a) The Acquired Fund is a series of the Safeco Trust. The Safeco Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware and has the power to own all of its properties and assets and, subject to approval by the Acquired Fund's shareholders, to perform its obligations under this Agreement. The Acquired Fund is not required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. Each of the Safeco Trust and the Acquired Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted; (b) The Safeco Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the Investment Company Act is in full force and effect. (c) The Safeco Trust is not in violation of, and the execution and delivery of this Agreement and the performance of its 22 obligations under this Agreement in respect of the Acquired Fund will not result in a violation of, any provision of the Safeco Trust's Trust Instrument or By-Laws or any material agreement, indenture, instrument, contract, lease or other undertaking with respect to the Acquired Fund to which the Safeco Trust is a party or by which the Acquired Fund or any of its assets are bound; (d) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to its knowledge threatened against the Acquired Fund or any of the Acquired Fund's properties or assets. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings. Neither the Safeco Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially adversely affects the Acquired Fund's business or its ability to consummate the transactions contemplated herein or would be binding upon the Acquiring Fund as the successor to the Acquired Fund; (e) The Acquired Fund has no material contracts or other commitments (other than this Agreement or agreements for the purchase and sale of securities entered into in the ordinary course of business and consistent with its obligations under this Agreement) which will not be terminated at or prior to the Closing Date and no such termination will result in liability to the Acquired Fund (or the Acquiring Fund); (f) The statement of assets and liabilities of the Acquired Fund, and the related statements of operations and changes in net assets as of and for the period ended [most fiscal year end] have been audited by Ernst & Young LLP, independent registered public accounting firm, and are in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied and fairly reflect, in all material respects, the financial condition of the Acquired Fund as of such date and the results of its operations for the period then ended, and all known liabilities, whether actual or contingent, of the Acquired Fund as of the date thereof are disclosed therein. The Statement of Assets and Liabilities will be in accordance with GAAP consistently applied and will fairly reflect, in all material respects, the financial condition of the Acquired Fund as of such date and the results of its operations for the period then ended. Except for the Assumed Liabilities, the Acquired Fund will not have any known or contingent liabilities on the Closing Date. No significant deficiency, material weakness, fraud, significant change or other factor that could significantly affect the internal controls of the Acquired Fund has been disclosed or is required to be disclosed in the Acquired Fund's reports on Form N-CSR to enable the chief executive officer and chief financial officer or other officers of the Acquired Fund to make the certifications required by the Sarbanes-Oxley Act, and no deficiency, weakness, fraud, change, event or other factor exists that will be required to be disclosed in the Acquiring Fund's Form N-CSR after the Closing Date; (g) Since [most recent fiscal year end], except as specifically disclosed in the Acquired Fund's prospectus, its statement of additional information as in effect on the date of this Agreement, or in its semi-annual report for the period ended [ ], there has not been any material adverse change in the Acquired Fund's financial condition, assets, liabilities, business or prospects, or any incurrence by the Acquired Fund of indebtedness, except for normal contractual obligations incurred in the ordinary course of business or in connection with the settlement of purchases and sales of portfolio securities. For the purposes of this subparagraph (g) (but not for any other purpose of this Agreement), a decline in NAV per Acquired Fund Share arising out of its normal investment operations or a decline in market values of securities in the Acquired Fund's portfolio or a decline in net assets of the Acquired Fund as a result of redemptions shall not constitute a material adverse change; (h) (A) For each taxable year of its operation since its inception, the Acquired Fund has met, and for the current taxable year will meet, the requirements of Subchapter M of the Code for qualification. The Acquired Fund has elected to be treated as such and will qualify as such as of the Closing Date and will satisfy the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d) of the Code. The Acquired Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquired Fund to fail to qualify as a regulated investment company under the Code; (B) Within the times and in the manner prescribed by law, the Acquired Fund has properly filed on a timely basis all Tax Returns (as defined below) that it was required to file, and all such Tax Returns were complete and accurate in all respects. The Acquired Fund has not been informed by any jurisdiction that the jurisdiction believes that the Acquired Fund was required to file any Tax Return that was not filed; and the Acquired Fund does not know of any basis upon which a jurisdiction could assert such a position; (C) The Acquired Fund has timely paid, in the manner prescribed by law, all Taxes (as defined below), which were due and payable or which were claimed to be due; (D) All Tax Returns filed by the Acquired Fund constitute complete and accurate reports of the respective Tax liabilities and all attributes of the Acquired Fund or, in the case of information returns and payee statements, the amounts required to be reported, and accurately set forth all items required to be included or reflected in such returns; (E) The Acquired Fund has not waived or extended any applicable statute of limitations relating to the assessment or collection of Taxes; 23 (F) The Acquired Fund has not been notified that any examinations of the Tax Returns of the Acquired Fund are currently in progress or threatened, and no deficiencies have been asserted or assessed against the Acquired Fund as a result of any audit by the Internal Revenue Service or any state, local or foreign taxing authority, and, to its knowledge, no such deficiency has been proposed or threatened; (G) The Acquired Fund has no actual or potential liability for any Tax obligation of any taxpayer other than itself. Acquired Fund is not and has never been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns. The Acquired Fund is not a party to any Tax allocation, sharing, or indemnification agreement; (H) The unpaid Taxes of the Acquired Fund for tax periods through the Closing Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Statement of Assets and Liabilities, rather than in any notes thereto (the "Tax Reserves"). All Taxes that the Acquired Fund is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been timely paid to the proper governmental agency; (I) The Acquired Fund has delivered to the Acquiring Fund or made available to the Acquiring Fund complete and accurate copies of all Tax Returns of the Acquired Fund, together with all related examination reports and statements of deficiency for all periods not closed under the applicable statutes of limitations and complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by or agreed to by or on behalf of the Acquired Fund. The Acquired Fund has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (J) The Acquired Fund has not undergone, has not agreed to undergo, and is not required to undergo (nor will it be required as a result of the transactions contemplated in this Agreement to undergo) a change in its method of accounting resulting in an adjustment to its taxable income pursuant to Section 481 of the Code. The Acquired Fund will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date; (K) The Acquired Fund has not taken or agreed to take any action, and is not aware of any agreement, plan or other circumstance, that is inconsistent with the representations set forth in Annex B; (L) There are (and as of immediately following the Closing there will be) no liens on the assets of the Acquired Fund relating to or attributable to Taxes, except for Taxes not yet due and payable; (M) The Tax bases of the assets of the Acquired Fund are accurately reflected on the Acquired Fund's Tax books and records; (N) The Acquired Fund has not incurred (or been allocated) an "overall foreign loss" as defined in Section 904(f)(2) of the Code which has not been previously recaptured in full as provided in Sections 904(f)(2) and/or 904(f)(3) of the Code; (O) The Acquired Fund is not a party to a gain recognition agreement under Section 367 of the Code; (P) The Acquired Fund does not own any interest in an entity that is characterized as a partnership for income tax purposes; (Q) The Acquired Fund's Tax attributes are not limited under the Code (including but not limited to any capital loss carry forward limitations under Sections 382 or 383 of the Code and the Treasury Regulations thereunder) or comparable provisions of state law, except as set forth on Schedule 4.1; and (R) For purposes of this Agreement, "Taxes" or "Tax" shall mean all taxes, charges, fees, levies or other similar assessments or liabilities, including without limitation income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment, unemployment, insurance, social security, business license, business organization, environmental, workers compensation, payroll, profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise and other taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof; and "Tax Returns" shall mean all reports, returns, declarations, statements or other information required to be supplied to a governmental or regulatory authority or agency, or to any other person, in connection with Taxes and any associated schedules or work papers produced in connection with such items. 24 (i) All issued and outstanding Acquired Fund Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable by the Acquired Fund. All of the issued and outstanding Acquired Fund Shares will, at the time of Closing, be held of record by the persons and in the amounts set forth in the Shareholder List submitted to the Acquiring Fund pursuant to Paragraph 3.5 hereof. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of its Acquired Fund Shares, nor is there outstanding any security convertible into any of its Acquired Fund Shares; (j) At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Assets, and full right, power and authority to sell, assign, transfer and deliver the Acquired Assets to the Acquiring Fund, and, upon delivery and payment for the Acquired Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, except such restrictions as might arise under the Securities Act; (k) The Safeco Trust has the trust power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Safeco Trust's Board of Trustees, and, subject to the approval of the Acquired Fund's shareholders, assuming due authorization, execution and delivery by the Acquiring Fund, this Agreement will constitute a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (l) The information to be furnished by the Acquired Fund to the Acquiring Fund for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby and any information necessary to compute the total return of the Acquired Fund shall be accurate and complete and shall comply in all material respects with federal securities and other laws and regulations applicable thereto; (m) The information included in the proxy statement (the "Proxy Statement") forming part of the Acquiring Fund's Registration Statement on Form N-14 filed in connection with this Agreement (the "Registration Statement") that has been furnished in writing by the Acquired Fund to the Acquiring Fund for inclusion in the Registration Statement, on the effective date of that Registration Statement and on the Closing Date, will conform in all material respects to the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Investment Company Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (n) Upon the effectiveness of the Registration Statement, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Safeco Trust or the Acquired Fund of the transactions contemplated by this Agreement; (o) All of the issued and outstanding Acquired Fund Shares have been offered for sale and sold in conformity with all applicable federal and state securities laws, except as may have been previously disclosed in writing to the Acquiring Fund; (p) The prospectus and statement of additional information of the Acquired Fund, each dated [ ] (collectively, the "Acquired Fund Prospectus"), and any amendments or supplements thereto, furnished to the Acquiring Fund, did not as of their dates or the dates of their distribution to the public contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which such statements were made, not misleading; (q) The Acquired Fund currently complies in all material respects with, and since its organization has complied in all material respects with, the requirements of, and the rules and regulations under, the Investment Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other applicable federal and state laws or regulations. The Acquired Fund currently complies in all material respects with, and since its organization has complied in all material respects with, all investment objectives, policies, guidelines and restrictions and any compliance procedures established by the Safeco Trust with respect to the Acquired Fund. All advertising and sales material used by the Acquired Fund complies in all material respects with and has complied in all material respects with the applicable requirements of the Securities Act, the Investment Company Act, the rules and regulations of the Commission, and, to the extent applicable, the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, the NASD or any state securities authorities by the Acquired Fund have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under the Securities Act, the Exchange Act and the Investment Company Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading; (r) [F Reorg only][The Acquired Fund has previously provided to the Acquiring Fund (and at the Closing will provide an update through the Closing Date of such information) data which supports a calculation of the Acquired Fund's total return for all 25 periods since the organization of the Acquired Fund. Such data has been prepared in accordance in all material respects with the requirements of the Investment Company Act and the regulations thereunder and the rules of the NASD;] (s) Neither the Acquired Fund nor, to the knowledge of the Acquired Fund, any "affiliated person" of the Acquired Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, nor, to the knowledge of the Acquired Fund, has any affiliated person of the Acquired Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and (t) The Acquired Fund tax representation certificate to be delivered by the Acquired Fund to the Acquiring Fund and Wilmer Cutler Pickering Hale and Dorr LLP at the Closing pursuant to Paragraph 7.4 (the "Acquired Fund Tax Representation Certificate") will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 4.2 Except as set forth on Schedule 4.2 hereto, the Acquiring Trust, on behalf of the Acquiring Fund, represents, warrants and covenants to the Acquired Fund, which representations, warranties and covenants will be true and correct on the date hereof and on the Closing Date as though made on and as of the Closing Date, as follows: (a) The Acquiring Fund is a series of the Acquiring Trust. The Acquiring Trust is a [statutory][business] trust duly organized, validly existing and in good standing under the laws of the [State of Delaware][Commonwealth of Massachusetts]. The Acquiring Trust has the power to own all of its properties and assets and to perform the obligations under this Agreement. The Acquiring Fund is not required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. Each of the Acquiring Trust and the Acquiring Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted; (b) The Acquiring Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the Investment Company Act is in full force and effect; (c) The Acquiring Fund's registration statement on Form N-1A that will be in effect on the Closing Date, and the prospectus and statement of additional information of the Acquiring Fund included therein, will conform in all material respects with the applicable requirements of the Securities Act and the Investment Company Act and the rules and regulations of the Commission thereunder, and did not as of the effective date thereof and will not as of the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (d) The Registration Statement, the Proxy Statement and statement of additional information with respect to the Acquiring Fund, each dated [ ], 2004, and any amendments or supplements thereto in effect on or prior to the Closing Date included in the Registration Statement (other than written information furnished in writting by the Acquired Fund for inclusion therein, as covered by the Acquired Fund's warranty in Paragraph 4.1(m) hereof) will conform in all material respects to the applicable requirements of the Securities Act and the Investment Company Act and the rules and regulations of the Commission thereunder. Neither the Registration Statement nor the Proxy Statement (other than written information furnished by the Acquired Fund for inclusion therein, as covered by the Acquired Fund's warranty in Paragraph 4.1(m) hereof) includes or will include any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (e) The Acquiring Trust is not in violation of, and the execution and delivery of this Agreement and performance of its obligations under this Agreement will not result in a violation of, any provisions of the Declaration or by-laws of the Acquiring Trust or any material agreement, indenture, instrument, contract, lease or other undertaking with respect to the Acquiring Fund to which the Acquiring Trust is a party or by which the Acquiring Fund or any of its assets is bound; (f) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened against the Acquiring Fund or any of the Acquiring Fund's properties or assets. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings. Neither the Acquiring Trust nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially adversely affects the Acquiring Fund's business or its ability to consummate the transactions contemplated herein; (g) The statement of assets and liabilities of the Acquiring Fund, and the related statements of operations and changes in net assets as of and for the period ended [most fiscal year end] have been audited by Ernst & Young LLP, independent registered public accounting firm, and are in accordance with GAAP consistently applied and fairly reflect, in all material respects, the financial condition of the Acquiring Fund as of such date and the results of its operations for the period then ended, and all known liabilities, whether actual or contingent, of the Acquiring Fund as of the date thereof are disclosed therein; 26 (h) Since [most recent fiscal year end], except as specifically disclosed in the Acquiring Fund's prospectus, its statement of additional information as in effect on the date of this Agreement, or in its semi-annual report for the period ended [ ], there has not been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities, business or prospects, or any incurrence by the Acquiring Fund of indebtedness, except for normal contractual obligations incurred in the ordinary course of business or in connection with the settlement of purchases and sales of portfolio securities. For the purposes of this subparagraph (h) (but not for any other purpose of this Agreement), a decline in NAV per Acquiring Fund's shares arising out of its normal investment operations or a decline in market values of securities in the Acquiring Fund's portfolio or a decline in net assets of the Acquiring Fund as a result of redemptions shall not constitute a material adverse change; (i) [For the "F" Reorgs replace rep below for "C" or "D" reorgs with the following: "The Acquiring Fund intends to elect to qualify as a regulated investment company under Section 851 of the Code and will meet on the Closing Date the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company. [ For "C" or "D" reorgs: For each taxable year of its operation since its inception (including the current taxable year), the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has elected to be treated as such and will qualify as such as of the Closing Date and will satisfy the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d) of the Code[refer to 817 requirements in case of variable contract funds]. ] The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a regulated investment company under the Code. (B) Within the times and in the manner prescribed by law, the Acquiring Fund has properly filed on a timely basis all Tax Returns (as defined below) that it was required to file, and all such Tax Returns were complete and accurate in all respects. The Acquiring Fund has not been informed by any jurisdiction that the jurisdiction believes that the Acquiring Fund was required to file any Tax Return that was not filed; and the Acquiring Fund does not know of any basis upon which a jurisdiction could assert such a position; (C) The Acquiring Fund has timely paid, in the manner prescribed by law, all Taxes (as defined below), which were due and payable or which were claimed to be due; (D) All Tax Returns filed by the Acquiring Fund constitute complete and accurate reports of the respective liabilities for Taxes and all attributes of the Acquiring Fund or, in the case of information returns and payee statements, the amounts required to be reported, and accurately set forth all items required to be included or reflected in such returns; (E) The Acquiring Fund has not waived or extended any applicable statute of limitations relating to the assessment or collection of Taxes; (F) The Acquiring Fund has not been notified that any examinations of the Tax Returns of the Acquiring Fund are currently in progress or threatened, and no deficiencies have been asserted or assessed against the Acquiring Fund as a result of any audit by the Internal Revenue Service or any state, local or foreign taxing authority, and, to its knowledge, no such deficiency has been proposed or threatened; (G) The Acquiring Fund has no actual or potential liability for any Tax obligation of any taxpayer other than itself. Acquiring Fund is not and has never been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns. The Acquiring Fund is not a party to any Tax allocation, sharing, or indemnification agreement; (H) The Acquiring Fund has delivered to the Acquired Fund or made available to the Acquired Fund complete and accurate copies of all Tax Returns of the Acquiring Fund, together with all related examination reports and statements of deficiency for all periods not closed under the applicable statutes of limitations and complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by or agreed to by or on behalf of the Acquiring Fund. The Acquiring Fund has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (I) The Acquiring Fund has not undergone, has not agreed to undergo, and is not required to undergo (nor will it be required as a result of the transactions contemplated in this Agreement to undergo) a change in its method of accounting resulting in an adjustment to its taxable income pursuant to Section 481 of the Code. The Acquiring Fund will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date; 27 (J) The Acquiring Fund has not taken or agreed to take any action, and is not aware of any agreement, plan or other circumstance, that is inconsistent with the representations set forth in Annex A; (K) The Acquiring Fund has not incurred (or been allocated) an "overall foreign loss" as defined in Section 904(f)(2) of the Code which has not been previously recaptured in full as provided in Sections 904(f)(2) and/or 904(f)(3) of the Code; (L) The Acquiring Fund is not a party to a gain recognition agreement under Section 367 of the Code; and (M) The Acquiring Fund's Tax attributes are not limited under the Code (including but not limited to any capital loss carry forward limitations under Sections 382 or 383 of the Code and the Treasury Regulations thereunder) or comparable provisions of state law, except as set forth on Schedule 4.1 (j) The Acquiring Fund currently complies in all material respects with the requirements of, and the rules and regulations under, the Investment Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other applicable federal and state laws or regulations. The Acquiring Fund currently complies in all material respects with, and since its organization has complied in all material respects with, all investment objectives, policies, guidelines and restrictions and any compliance procedures established by the Acquiring Trust with respect to the Acquiring Fund. All advertising and sales material used by the Acquiring Fund complies in all material respects with and has complied in all material respects with the applicable requirements of the Securities Act, the Investment Company Act, the rules and regulations of the Commission, and, to the extent applicable, the Conduct Rules of the NASD and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, the NASD or any state securities authorities by the Acquiring Fund have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under the Securities Act, the Exchange Act and the Investment Company Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading; (k) The authorized capital of the Acquiring Fund consists of an unlimited number of shares of beneficial interest, no par value per share. As of the Closing Date, the Acquiring Fund will be authorized to issue an unlimited number of shares of beneficial interest, no par value per share. The Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will have been duly authorized on the Closing Date and, when so issued and delivered, will be duly and validly issued, fully paid and non-assessable. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund shares, nor is there outstanding any security convertible into any Acquiring Fund shares; (l) The Acquiring Trust has the trust power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Trust's Board of Trustees, and, assuming due authorization, execution and delivery by the Acquired Fund, this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (m) The information to be furnished in writting by the Acquiring Fund or the Acquiring Fund Adviser for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto or the requirements of any form for which its use is intended, and shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading; (n) No consent, approval, authorization or order of or filing with any court or governmental authority is required for the execution of this Agreement or the consummation of the transactions contemplated by the Agreement by the Acquiring Fund, except for the registration of the Acquiring Fund Shares under the Securities Act and the Investment Company Act; (o) All of the issued and outstanding Acquiring Fund Shares have been offered for sale and sold in conformity with all applicable federal and state securities laws, except as may have been previously disclosed in writing to the Acquiring Fund; (p) The prospectus and statement of additional information of the Acquiring Fund, each dated [ ] (collectively, the "Acquiring Fund Prospectus"), and any amendments or supplements thereto, furnished to the Acquired Fund, did not as of their dates or the dates of their distribution to the public contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which such statements were made, not misleading; (q) Neither the Acquiring Fund nor, to the knowledge of the Acquiring Fund, any "affiliated person" of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, nor, to the 28 knowledge of the Acquiring Fund, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and (r) The Acquiring Fund tax representation certificate to be delivered by the Acquiring Fund to the Acquired Fund and Wilmer Cutler Pickering Hale and Dorr LLP at Closing pursuant to Section 6.3 (the "Acquiring Fund Tax Representation Certificate") will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 5. COVENANTS OF EACH OF THE ACQUIRING FUND AND THE ACQUIRED FUND 5.1 The Acquired Fund will operate the Acquired Fund's business in the ordinary course of business between the date hereof and the Closing Date. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions and any other dividends and other distributions necessary or advisable (except to the extent dividends or other distributions that are not customary may be limited by representations made in connection with the issuance of the tax opinion described in Paragraph 8.5 hereof), in each case payable either in cash or in additional shares. 5.2 The Safeco Trust will call a special meeting of theAcquired Fund's shareholders to consider approval of this Agreement and act upon the matters set forth in the Proxy Statement. 5.3 The Acquiring Fund will prepare the notice of meeting, form of proxy and Proxy Statement (collectively, "Proxy Materials") to be used in connection with such meeting, and will promptly prepare and file with the Commission the Registration Statement. The Safeco Trust will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement in compliance with the Securities Act, the Exchange Act, and the Investment Company Act. 5.4 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired by the Acquired Fund for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement. 5.5 The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requires concerning the beneficial ownership of the Acquired Fund Shares. 5.6 Subject to the provisions of this Agreement, each Fund will take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. 5.7 The Acquired Fund shall furnish to the Acquiring Fund on the Closing Date the Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date setting forth the NAV (as computed pursuant to Paragraph 2.1) of the Acquired Fund as of the Valuation Time, which statement shall be prepared in accordance with GAAP consistently applied and certified by the Safeco Trust's Treasurer or Assistant Treasurer. As promptly as practicable, but in any case within 30 days after the Closing Date, the Safeco Trust shall furnish to the Acquiring Trust, in such form as is reasonably satisfactory to the Acquiring Trust, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes, and of any capital loss carryovers and other items that will be carried over to the Acquiring Fund under the Code, and which statement will be certified by the Treasurer of the Safeco Trust. 5.8 Neither Fund shall take any action that is inconsistent with the representations set forth in, with respect to the Acquired Fund, the Acquired Fund Tax Representation Certificate and, with respect to the Acquiring Fund, the Acquiring Fund Tax Representation Certificate. 5.9 From and after the date of this Agreement and until the Closing Date, each of the Funds and the Safeco Trust and the Acquiring Trust shall use its commercially reasonable efforts to cause the Reorganization to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Reorganization from qualifying as a reorganization under the provisions of Section 368(a) of the Code. The parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the income tax regulations promulgated under the Code. Unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code, the parties hereto shall treat and report the transactions contemplated hereby as a reorganization within the meaning of Section 368(a)(1)[insert (F), (C) or (D), as applicable] of the Code and shall not take any position inconsistent with such treatment. 5.10 From and after the date of this Agreement and through the time of the Closing on the Closing Date, the each Fund shall use its commercially reasonable efforts to cause it to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent it from qualifying as a regulated investment company under the provisions of Subchapter M of the Code. 5.11 Each of the Acquired Fund and the Acquiring Fund shall prepare, or cause to be prepared all Tax Returns of the Acquired Fund or the Acquiring Fund, as the case may be, for taxable periods that end on or before the Closing Date and shall timely file, 29 or cause to be timely filed, all such Tax Returns. The Acquired Fund and the Acquiring Fund shall make any payments of Taxes required to be made by such Fund with respect to any such Tax Returns. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties by the Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 6.2 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by the Acquiring Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to closing in this Paragraph 6 have been met, and as to such other matters as the Acquired Fund shall reasonably request; 6.3 The Acquiring Fund shall have delivered to the Acquired Fund and Wilmer Cutler Pickering Hale and Dorr LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Acquired Fund and Wilmer Cutler Pickering Hale and Dorr LLP, substantially in the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund; 6.4 The Acquired Fund shall have received at the Closing a favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated as of the Closing Date, in a form reasonably satisfactory to Acquired Fund; and 6.5 The Board of Trustees of the Acquiring Trust shall have approved this Agreement and the transactions contemplated hereby. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: 7.1 All representations and warranties of the Safeco Trust on behalf of the Acquired Fund contained in this Agreement shall be true and correct as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Safeco Trust shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Safeco Trust's Treasurer or Assistant Treasurer; 7.3 The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate of the Safeco Trust on behalf of the Acquired Fund by its President or Secretary and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to closing in this Section 7 have been met, and as to such other matters as the Acquiring Fund shall reasonably request; 7.4 The Acquired Fund shall have delivered to the Acquiring Fund and Wilmer Cutler Pickering Hale and Dorr LLP an Acquired Fund Tax Representation Certificate, satisfactory to the Acquiring Fund and Wilmer Cutler Pickering Hale and Dorr LLP, substantially in the form attached to this Agreement as Annex B, concerning certain tax-related matters with respect to the Acquired Fund; and 7.5 The Acquiring Fund shall have received at the Closing a favorable opinion of Kirpatrick & Lockhart dated as of the Closing Date, in a form reasonably satisfactory to Acquiring Fund; and 7.6 With respect to the Acquired Fund, the Board of Directors of the Safeco Trust shall have determined that the Reorganization is in the best interests of the Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby. 8. FURTHER CONDITIONS PRECEDENT If any of the conditions set forth below do not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 30 8.1 The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Acquired Trust's Instrument of Trust and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statements shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Hale and Dorr LLP, satisfactory to the Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their shares of common stock of the Acquired Fund and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code. [For "C or "D" reorg only: "and;"] [For "C" or "D" reorg only: 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Section 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date.] 9. BROKERAGE FEES AND EXPENSES 9.1 Each party hereto represents and warrants to the other party hereto that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 9.2 The parties have been informed by Occum Acquisition Corp and Pioneer Investment Management, Inc. that they will pay all expenses of the Acquired Fund and the Acquiring Fund associated with the preparation, printing and mailing of any and all shareholder notices, communications, proxy statements, and necessary filings with the SEC or any other governmental authority in connection with the transactions contemplated by this Agreement. Except for the foregoing, the Acquiring Fund and the Acquired Fund shall each bear its own expenses in connection with the transactions contemplated by this Agreement. 10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 10.1 The Acquiring Fund and the Acquired Fund each agree that neither party has made any representation, warranty or covenant not set forth herein or referred to in Paragraphs 4.1 or 4.2 hereof and that this Agreement constitutes the entire agreement between the parties. 10.2 The representations and warranties contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. 11. TERMINATION 11.1 This Agreement may be terminated by the mutual agreement of the Acquiring Trust and the Acquired Trust. In addition, either party may at its option terminate this Agreement at or prior to the Closing Date: (a) because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed at or prior to the Closing Date; 31 (b) because of a condition herein expressed to be precedent to the obligations of the terminating party which has not been met and which reasonably appears will not or cannot be met; (c) by resolution of the Acquiring Fund's Board of Trustees if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of the Acquiring Fund's shareholders; (d) by resolution of the Safeco Trust's Board of Trustees if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of the Acquired Fund's shareholders; or (e) if the transactions contemplated by this Agreement shall not have occurred on or prior to [ ] or such other date as the parties may mutually agree upon in writing. 11.2 In the event of any such termination, there shall be no liability for damages on the part of the Acquiring Fund, the Acquiring Trust, the Safeco Trust or the Acquired Fund, or the directors, trustees or officers of the Safeco Trust, or the Acquired Trust, but, subject to Paragraph 9.2, each party shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement. 12. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Acquired Trust and the Acquiring Trust; provided, however, that following the meeting of the Acquired Fund's shareholders called by the Acquired Trust pursuant to Paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions regarding the method for determining the number of Acquiring Fund' Shares to be received by the Acquired Fund Shareholders under this Agreement to the detriment of the Acquired Fund's shareholders without their further approval; provided that nothing contained in this Section 12 shall be construed to prohibit the parties from amending this Agreement to change the Closing Date. 13. NOTICES Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Acquired Fund, c/o ; with copies to: ., and the Acquiring Fund c/o Pioneer Investment Management, Inc., 60 State Street, Boston, Massachusetts 02109, Attention: Dorothy E. Bourassa, Esq., with copies to Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, Attention: David C. Phelan. 14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT 14.1 The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 14.5 It is expressly agreed that the obligations of the Acquiring Trust and the Safeco Trust shall not be binding upon any of their respective directors, trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Acquiring Fund or the Acquired Fund, as the case may be, as provided in the trust instruments of the Acquiring Trust and the Instrument of Trust of the Safeco Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Acquiring Trust and the directors of the Safeco Trust and this Agreement has been executed by authorized officers of the Acquiring Trust and the Safeco Trust, acting as such, and neither such authorization by such trustees or directors nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Acquiring Fund and the Acquired Fund, as the case may be, as provided in the trust instruments of the Acquiring Trust and the Instrument of Trust of the Safeco Trust, respectively. 32 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first set forth above by its President or Vice President and attested by its Secretary or Assistant Secretary. Attest: [Safeco Trust] on behalf of [Safeco Fund] By: By: --------------------------------- --------------------------------- Name: Name: Title: Secretary Title: President [PIONEER TRUST] on behalf of Attest: [Pioneer Fund] By: By: ------------------------ ------------------------ Name: Name: Title: Title: 33 Annex A TAX REPRESENTATION CERTIFICATE OF [PIONEER TRUST ON BEHALF OF PIONEER FUND] This certificate is being delivered in connection with the transaction, to be effected pursuant to the Agreement and Plan of Reorganization made as of , 2004 between [Pioneer Trust], a Delaware statutory Trust (the "Acquiring Trust") on behalf of its series [Pioneer Fund] ("Acquiring Fund") and [Safeco Trust]., a Delaware statutory trust, on behalf of [Safeco Fund] ("Acquired Fund") (the "Agreement"). Pursuant to the Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of the liabilities of Acquired Fund (the "Acquired Fund Liabilities") and (ii) the issuance of shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the "transaction"). The undersigned officer of Acquiring Trust, after consulting with its counsel, auditors and tax advisers regarding the meaning of and factual support for the following representations on behalf of Acquiring Fund, hereby certifies and represents that the following statements are true, complete and correct and will be true, complete and correct on the date of the transaction and thereafter as relevant. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. 1. Acquiring Trust is a [statutory][business] trust established under the laws of the [State of Delaware][Commonwealth of Massachusetts], and Acquiring Fund is, and has been at all times, treated as a separate corporation for federal income tax purposes. Acquiring Fund was newly organized solely for the purpose of effecting the transaction and continuing thereafter to operate as a regulated investment company. Prior to the transaction, Acquiring Fund did not and will not engage in any business activities. There shall be no issued and outstanding shares of Acquiring Fund prior to the Closing Date other than those issued to Pioneer Investment Management, Inc. or one of its affiliates in connection with the creation of Acquiring Fund. 2. Neither Acquiring Fund nor any person treated as related to Acquiring Fund under Treasury Regulation Section 1.368-1(e)(3) nor any partnership of which Acquiring Fund or any such related person is a partner has any plan or intention to redeem or otherwise acquire any of the Acquiring Fund Shares received by shareholders of Acquired Fund in the transaction except in the ordinary course of Acquiring Fund's business in connection with its legal obligation under Section 22(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), as a series of a registered open-end investment company to redeem its own shares. 3. After the transaction, Acquiring Fund will continue the historic business (as defined in Treas. Reg. 1.368-1(d)(2) of Acquired Fund or will use a significant portion of the historic business assets (as defined in Treas. Reg. 1.368-1(d)(3)acquired from Acquired Fund in the ordinary course of a business. 4. Acquiring Fund has no plan or intention to sell or otherwise dispose of any assets of Acquired Fund acquired in the transaction, except for dispositions made in the ordinary course of its business or to maintain its qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended ("the "Code"). 5. Any expenses of Acquired Fund incurred in connection with the transaction which are paid or assumed by Acquiring Fund will be expenses of Acquired Fund solely and directly related to the transaction in accordance with Rev. Rul. 73-54, 1973-1 C.B. 187. Acquiring Fund will not pay or assume expenses, if any, incurred by any Acquired Fund Shareholders in connection with the transaction. 6. There is no, and never has been any, indebtedness between Acquiring Fund and Acquired Fund. 7. Acquiring Fund will properly elect to be treated as a regulated investment company under Subchapter M of the Code and will qualify for the special tax treatment afforded regulated investment companies under Subchapter M of the Code for all taxable years ending after the date of the transaction. 8. Acquiring Fund meets the requirements of a regulated investment company in Section 368(a)(2)(F) of the Code. 9. Acquiring Fund is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. 10. Acquiring Fund does not now own and has never owned, directly or indirectly, any shares of Acquired Fund. 34 11. As of the date of the transaction, the fair market value of the Acquiring Fund Shares issued to Acquired Fund in exchange for the assets of Acquired Fund will be approximately equal to the fair market value of the assets of Acquired Fund received by Acquiring Fund, minus the Assumed Liabilities assumed by Acquiring Fund. Acquiring Fund will not furnish any consideration in connection with the acquisition of Acquired Fund's assets other than the assumption of such Assumed Liabilities and the issuance of such Acquiring Fund Shares. 12. Immediately following the transaction, Acquired Fund shareholders will own all of the outstanding Acquiring Fund Shares, other than those issued to Pioneer Investment Management, Inc. or one of its affiliates in connection with the creation of the Acquiring Fund, and will own such shares solely by reason of their ownership of the Acquired Fund Shares immediately prior to the transaction. Acquiring Fund has no plan or intention to issue as part of the transaction any shares of Acquiring Fund other than the Acquiring Fund Shares issued in exchange for Acquired Fund assets. 13. The transaction is being undertaken for valid and substantive business purposes, including facilitating the Acquired Fund becoming a member of the Pioneer family of mutual funds, which, in the long term, is intended to result in lower expenses and increased assets. 14. No Acquired Fund shareholder is acting as agent for Acquiring Fund in connection with the transaction or approval thereof. Acquiring Fund will not reimburse any Acquired Fund shareholder for Acquired Fund Shares such shareholder may have purchased or for other obligations such shareholder may have incurred. 15. Acquiring Fund has no outstanding warrants, options, convertible securities or any other type of right pursuant to which any person could acquire stock in the Acquiring Fund. * * * * * The undersigned officer of Acquiring Trust is authorized to make all of the representations set forth herein, and the undersigned is authorized to execute this certificate on behalf of Acquiring Fund. The undersigned recognizes that Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the foregoing representations in evaluating the United States federal income tax consequences of the transaction and rendering its opinion pursuant to Section 8.5 of the Agreement. If, prior to the date of the transaction, any of the representations set forth herein ceases to be accurate, the undersigned agrees to deliver to Wilmer Cutler Pickering Hale and Dorr LLP immediately a written notice to that effect. [PIONEER TRUST] ON BEHALF OF [PIONEER FUND] By: --------------------------- Name: ----------------- Title: ------------------------ Dated: 35 Annex B TAX REPRESENTATION CERTIFICATE OF [SAFECO TRUST] ON BEHALF OF [SAFECO FUND] This certificate is being delivered in connection with the transaction to be effected pursuant to the Agreement and Plan of Reorganization made as of , 2004 between [Pioneer Trust], a Delaware statutory Trust on behalf of its series, [Pioneer Fund] ("Acquiring Fund") and [Safeco Trust]., a Delaware statutory trust ("Safeco Trust"), on behalf of [Safeco Fund] ("Acquired Fund") (the "Agreement"). Pursuant to the Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of the liabilities of Acquired Fund (the "Acquired Fund Liabilities") and (ii) the issuance of shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the "transaction"). The undersigned officer of the Safeco Trust, after consulting with its counsel, auditors and tax advisers regarding the meaning of and factual support for the following representations, on behalf of Acquired Fund, hereby certifies and represents that the following statements are true, complete and correct and will be true, complete and correct on the date of the transaction and thereafter as relevant. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. 1. Acquired Fund is a series of the Safeco Trust, a statutory trust organized under the laws of the state of Delaware, and Acquired Fund is, and has been at all times, treated as a separate corporation for federal income tax purposes. 2. As of the date of the transaction, the fair market value of the Acquiring Fund Shares received by each shareholder that holds shares of Acquired Fund (the "Acquired Fund Shares") will be approximately equal to the fair market value of the Acquired Fund Shares with respect to which such Acquiring Fund Shares are received, and the aggregate consideration received by Acquired Fund shareholders in exchange for their Acquired Fund Shares will be approximately equal to the fair market value of all of the outstanding Acquired Fund Shares immediately prior to the transaction. No property other than Acquiring Fund Shares will be distributed to shareholders of Acquired Fund in exchange for their Acquired Fund Shares, nor will any such shareholder receive cash or other property as part of the transaction. 3. Neither Acquired Fund nor any person "related" to Acquired Fund (as defined in Treasury Regulation Section 1.368-1(e)(3)) nor any partnership in which Acquired Fund or any such related person is a partner has redeemed, acquired or otherwise made any distributions with respect to any shares of the Acquired Fund as part of the transaction, or otherwise pursuant to a plan of which the transaction is a part, other than redemptions and distributions made in the ordinary course of Acquired Fund's business as a series of an open-end investment company. To the best knowledge of management of Acquired Fund, there is no plan or intention on the part of shareholders of Acquired Fund to engage in any transaction with Acquired Fund, the Acquiring Fund, or any person treated as related to Acquired Fund or Acquiring Fund under Treasury Regulation Section 1.368-1(e)(3) or any partnership in which Acquired Fund, Acquiring Fund, or any person treated as related to Acquired Fund or Acquiring Fund under Treasury Regulation Section 1.368-1(e)(3) is a partner involving the sale, redemption or exchange of any of the Acquired Fund Shares or any of the Acquiring Fund Shares to be received in the transaction, as the case may be, other than in the ordinary course of Acquired Fund's business as a series of an open-end investment company. 4. In the transaction, Acquired Fund will transfer its assets and Assumed Liabilities to Acquiring Fund such that immediately following the transfer, Acquiring Fund will possess all of the same assets and liabilities (other than any liabilities not included in Assumed Liabilities) as were possessed by Acquired Fund immediately prior to the transaction, except for assets used to pay expenses incurred in connection with the transaction and assets distributed to shareholders in redemption of their shares immediately preceding, or in contemplation of, the transaction (other than redemptions and distributions made in the ordinary course of Acquired Fund's business as an open-end investment company) which assets, constitute less than 1% of the net assets of Acquired Fund. 5. As of the date of the transaction, the fair market value of the Acquiring Fund Shares issued to Acquired Fund in exchange for the assets of Acquired Fund will be approximately equal to the fair market value of the assets of Acquired Fund received by Acquiring Fund, minus the Assumed Liabilities. Acquired Fund will not receive any consideration from Acquiring Fund in connection with the acquisition of Acquired Fund's assets other than the assumption of such Assumed Liabilities and the issuance of such Acquiring Fund Shares. 36 6. The Assumed Liabilities assumed by Acquiring Fund plus the Assumed Liabilities, if any, to which the transferred assets are subject were incurred by Acquired Fund in the ordinary course of its business. Acquired Fund is not aware of any liabilities of any kind other than the Acquired Fund Liabilities assumed by the Acquiring Fund. 7. As or the Closing Date, the adjusted basis and the fair market value of the Acquired Fund assets transferred to Acquiring Fund will equal or exceed the Assumed Liabilities within the meaning of Section 357(d) of the Internal Revenue Code of 1986, as amended (the "Code"). 8. Acquired Fund currently conducts its historic business within the meaning of Treasury Regulation section 1.368-1(d)(2), which provides that, in general, a corporation's historic business is the business it has conducted most recently, but does not include a business that the corporation enters into as part of a plan of reorganization. The Acquired Fund assets transferred to Acquiring Fund will be Acquired Fund's historic business assets within the meaning of Treasury Regulation section 1.368-1(d)(3), which provides that a corporation's historic business assets are the assets used in its historic business. 9. Acquired Fund will distribute to its shareholders the Acquiring Fund Shares it receives, and its other properties, if any, pursuant to the transaction and will be liquidated promptly thereafter. 10. The expenses of Acquired Fund incurred by it in connection with the transaction which are to be assumed by Acquiring Fund, if any, will be only such expenses that are solely and directly related to the transaction in accordance with Rev. Rul. 73-54, 1973-1 C.B. 187. Acquired Fund will not pay any expenses incurred by its shareholders in connection with the transaction. 11. There is no, and never has been any, indebtedness between Acquiring Fund and Acquired Fund. 12. Acquired Fund has properly elected to be treated as a regulated investment company under Subchapter M of the Code, has qualified for the special tax treatment afforded regulated investment companies under Subchapter M of the Code for each taxable year since inception, and qualifies as such as of the time of the Closing on the Closing Date. 13. Acquired Fund meets the requirements of a regulated investment company in Section 368(a)(2)(F) of the Code. 14. Acquired Fund is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. 15. Acquired Fund does not pay compensation to any shareholder-employee. 16. Immediately following the transaction, Acquired Fund Shareholders will own all of the outstanding Acquiring Fund Shares issued to Acquired Fund pursuant to the transaction and will own such shares solely by reason of their ownership of the Acquired Fund Shares immediately prior to the transaction. 17. Acquired Fund shareholders will not have dissenters' or appraisal rights in the transaction. 18. The transaction is being undertaken for valid and substantial business purposes, including facilitating the Acquired Fund becoming a member of the Pioneer family of mutual funds, which, in the long term, is intended to result in lower expenses and increased assets. 19. Acquired Fund has no outstanding warrants, options, convertible securities or any other type of right pursuant to which any person could acquire stock in the Acquired Fund. * * * * * 37 The undersigned officer of the Safeco Trust is authorized to make all of the representations set forth herein, and the undersigned is authorized to execute this certificate on behalf of Acquired Fund. The undersigned recognizes that Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the foregoing representations in evaluating the United States federal income tax consequences of the transaction and rendering its opinion pursuant to Section 8.5 of the Agreement. If, prior to the date of the transaction, any of the representations set forth herein ceases to be accurate, the undersigned agrees to deliver to Wilmer Cutler Pickering Hale and Dorr LLP immediately a written notice to that effect. SAFECO TRUST, ON BEHALF OF [SAFECO FUND} By: --------------------------------- Name: ----------------------- Title: ----------------------- Dated: 38 Annex B - Form of Interim Advisory Agreement - ------- AGREEMENT dated as of August 2, 2004, between Pioneer Investment Management, Inc. ("Pioneer"), a Delaware corporation and a member of the UniCreditio Italiano Banking Group, Register of Banking Groups, and [SAFECO TRUST], a Delaware statutory trust (the "Trust"), on behalf of its series [SAFECO FUNDS] (the "Fund"). Whereas, Safeco Asset Management Company has acted as investment advisor to the Fund pursuant to an Investment Advisory Agreement dated (the "Prior Agreement"). Whereas, the Prior Agreement has been approved by the Board of Trustees of the Trust and the shareholders of the Fund. Whereas, the Prior Agreement is being terminated as a result of assignment. Whereas, the Board of Trustees has determined to appoint Pioneer as investment adviser to the Fund. Whereas, this Agreement is being entered into in reliance upon Rule 15a-4 under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Now therefore the Trust and Pioneer agree as follow: Section 1. The Trust appoints Pioneer as investment adviser of the Funds for the period and on the terms set forth herein. Pioneer accepts such appointment. Section 2. Pioneer and the Trust, on behalf of the Fund, hereby agree that the provisions of the Prior Agreement (other than as to the term of the Prior Agreement, the identity of the Adviser and the use of the "Safeco" name) are incorporated herein by reference and made a part hereof as if references to the Adviser were to Pioneer. Without limiting the forgoing, Pioneer shall be entitled to the fee for its services provided for in the Prior Agreement from (but exclusive of) the date hereof until the termination of this Agreement, except as provided in Section 3 below. Section 3. In the event that this Agreement is not approved by a majority of the Trust's outstanding voting securities (as such term is used in the Investment Company Act), Pioneer shall be entitled to a fee equal to the cost to Pioneer of performing its services under this Agreement in lieu of the fee provided for in Section 2. For purposes of this Agreement, Pioneer's costs in providing the services under this Agreement shall be equal to the pro rata portion of Pioneer's expenses for the term of this Agreement attributable to its investment company advisory business, calculated as follows: Pioneer cost in providing investment advisory services to its investment companies of the same type (i.e., domestic equity, international, fixed income, money market) multiplied by a fraction the numerator of which shall be the average daily net assets of the Fund during the term of this Agreement and the denominator of which shall be the average month end net assets under Pioneer's management of all of its investment company clients. Section 4. The compensation earned by Pioneer under Section 2 of this Agreement shall be held in an interest bearing escrow account with the Fund's custodian. If a majority of the outstanding voting securities approves this Agreement prior to the end of its term, the amount in the escrow account (including any interest earned) shall be paid to Pioneer. If a majority of the outstanding voting securities do not approve this Agreement prior to the end of its term, Pioneer shall be entitled to be paid, out of the escrow account the lesser of (i) the amount in the escrow account (including any interest earned on that amount while in escrow) and (ii) the fee provided for in Section 3 (plus any interest on that amount while in escrow), with any remaining amount in the escrow account being returned to the Fund. Section 5. This Agreement shall become effective on August 2, 2004. Unless terminated as provided below, this Agreement shall remain in full force and effect until the earliest of (i) the closing of the reorganization of the Fund into [name of Pioneer Fund], (ii) approval of a Management Contract between the Fund and Pioneer and (iii) a date that is the later of 150 days after the date of the termination of the Prior Agreement or such later date as may be consistent with a rule or interpretive position (formal or informal) of the staff of the Securities and Exchange Commission. This Agreement may be terminated at any time without payment of penalty by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund. Pioneer may terminate this Agreement at any time without payment of any penalty on not less than 60 days written notice to the Fund. This Agreement shall automatically terminate upon its assignment as defined in the Investment Company Act. In witness whereof, the parties hereto have executed this Agreement as the 2nd(t) day of August 2004. [SAFECO TRUST] 39 ---------------------------------------- By: ----------------------------------- Its: ---------------------------------- PIONEER INVESTMENT MANAGEMENT, INC. ---------------------------------------- By: ----------------------------------- Its: ---------------------------------- 40 Annex C - ADDITIONAL INFORMATION PERTAINING TO PIONEER - ------- OWNERSHIP OF PIONEER. Pioneer is an indirect, wholly owned subsidiary of UniCredito Italiano. PORTFOLIO TRANSACTION POLICIES All orders for the purchase or sale of portfolio securities are placed on behalf of each Portfolio by Pioneer pursuant to authority contained in the Portfolio's management contract. Pioneer seeks to obtain the best execution on portfolio trades. The price of securities and any commission rate paid are always factors, but frequently not the only factors, in judging best execution. In selecting brokers or dealers, Pioneer considers various relevant factors, including, but not limited to, the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the execution efficiency, settlement capability and financial condition of the dealer; the dealer's execution services rendered on a continuing basis; and the reasonableness of any dealer spreads. Transactions in non-U.S. equity securities are executed by broker-dealers in non-U.S. countries in which commission rates may not be negotiable (as such rates are in the U.S.). Pioneer may select broker-dealers that provide brokerage and/or research services to a Portfolio and/or other investment companies or other accounts managed by Pioneer. In addition, consistent with Section 28(e) of the Exchange Act, if Pioneer determines in good faith that the amount of commissions charged by a broker-dealer is reasonable in relation to the value of the brokerage and research services provided by such broker, the Portfolio may pay commissions to such broker-dealer in an amount greater than the amount another firm may charge. Such services may include advice concerning the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or the purchasers or sellers of securities; providing stock quotation services, credit rating service information and comparative fund statistics; furnishing analyses, electronic information services, manuals and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and performance of accounts and particular investment decisions; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Pioneer maintains a listing of broker-dealers who provide such services on a regular basis. However, because many transactions on behalf of a Portfolio and other investment companies or accounts managed by Pioneer are placed with broker-dealers (including broker-dealers on the listing) without regard to the furnishing of such services, it is not possible to estimate the proportion of such transactions directed to such dealers solely because such services were provided. Pioneer believes that no exact dollar value can be calculated for such services. The research received from broker-dealers may be useful to Pioneer in rendering investment management services to any of the Portfolios as well as other investment companies or other accounts managed by Pioneer, although not all such research may be useful to any of the Portfolios. Conversely, such information provided by brokers or dealers who have executed transaction orders on behalf of such other accounts may be useful to Pioneer in carrying out its obligations to any of the Portfolios. The receipt of such research has not reduced Pioneer's normal independent research activities; however, it enables Pioneer to avoid the additional expenses which might otherwise be incurred if it were to attempt to develop comparable information through its own staff. In circumstances where two or more broker-dealers offer comparable prices and executions, preference may be given to a broker-dealer which has sold shares of a Portfolio as well as shares of other investment companies managed by Pioneer. This policy does not imply a commitment to execute all portfolio transactions through all broker-dealers that sell shares of the Portfolio. None of the Portfolios used any brokers affiliated with Pioneer during its most recently completed fiscal year in connection with its portfolio transactions. SIMILAR FUNDS Pioneer serves as the investment adviser to each Portfolio in the Pioneer Family of Portfolios. The following table identifies other funds in the Pioneer Family of Funds that have similar investment objectives to the Portfolios described in this proxy statement and provides other information regarding the similar funds.
============================================================================================================= Pioneer Portfolio Amount of Management Net assets of Fund as of Management fee rate (as Fees waived or expenses June 30, 2004 a percentage of average reimbursed daily net assets ============================================================================================================= ============================================================================================================= ============================================================================================================= ============================================================================================================= ============================================================================================================= ============================================================================================================= =============================================================================================================
41 PIONEER BOND VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER SMALL CAP VALUE II VCT PORTFOLIO (each a "Pioneer Portfolio" and each a separate series of Pioneer Variable Contracts Trust) STATEMENT OF ADDITIONAL INFORMATION __________, 2004 This Statement of Additional Information is not a Prospectus. It should be read in conjunction with the related Proxy Statement and Prospectus (also dated _________, 2004) which covers Class I shares of the relevant Pioneer Portfolio, a series of Pioneer Variable Contracts Trust, to be issued in exchange for shares of the applicable Safeco Portfolio (as detailed below), each a series of Safeco Resource Series Trust. Please retain this Statement of Additional Information for further reference. The Prospectus is available to you free of charge (please call [1-800-407-7298]).
INTRODUCTION.................................................................2 EXHIBITS.....................................................................2 ADDITIONAL INFORMATION ABOUT EACH PIONEER PORTFOLIO..........................3 PORTFOLIO HISTORY.......................................................3 DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENT RISKS...................3 MANAGEMENT OF THE PORTFOLIO.............................................3 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.....................3 INVESTMENT ADVISORY AND OTHER SERVICES..................................3 BROKERAGE ALLOCATION AND OTHER PRACTICES................................3 CAPITAL STOCK AND OTHER SECURITIES......................................3 PURCHASE, REDEMPTION AND PRICING OF SHARES..............................3 TAXATION OF EACH PORTFOLIO..............................................3 UNDERWRITERS............................................................4 CALCULATION OF PERFORMANCE DATA.........................................4 FINANCIAL STATEMENTS....................................................4
INTRODUCTION This Statement of Additional Information is intended to supplement the information provided in a Proxy Statement and Prospectus dated _______, 2004 (the "Proxy Statement and Prospectus") relating to the proposed reorganizations: 1. Safeco Bond Portfolio into Pioneer Bond VCT Portfolio 2. Safeco Core Equity Portfolio into Pioneer Fund VCT Portfolio 3. Safeco Growth Opportunities Portfolio into Pioneer Growth Opportunities VCT Portfolio 4. Safeco Money Market Portfolio into Pioneer Money Market VCT Portfolio 5. Safeco Multi-Cap Core Portfolio into Pioneer Mid Cap Value VCT Portfolio 6. Safeco Small-Cap Value Portfolio into Pioneer Small Cap Value II VCT Portfolio Each Safeco Portfolio is a separate series of Safeco Resource Series Trust, and each Pioneer Portfolio is a separate series of Pioneer Variable Contracts Trust. The Proxy Statement and Prospectus is in connection with the solicitation by the management of Safeco Resource Series Trust of proxies to be voted at a Meeting of Shareholders of each Safeco Portfolio to be held on __________, 2004. EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated herein by reference, unless otherwise indicated. Shareholders will receive a copy of each document that is incorporated by reference upon any request to receive a copy of this Statement of Additional Information. 1. Statement of additional information of Pioneer Variable Contracts Trust, dated April 29, 2004 (the "SAI") (File No. 33-84546), as filed with the Securities and Exchange Commission on April 29, 2004 (Accession No. 0001016964-04-000122) and June 1, 2004 (Post-effective amendment no. 31) (Accession No. 0001016964-04-000195) are incorporated herein by reference. 2. [Preliminary statement of additional information of Pioneer Bond VCT Portfolio, Pioneer Growth Opportunities VCT Portfolio and Pioneer Small Cap Value II VCT Portfolio, each a newly created series of Pioneer Variable Contracts Trust, dated ________, 2004 (the "SAI") (File No. 33-84546), as filed with the Securities and Exchange Commission on _________, 2004 (Accession No. ______________) is incorporated herein by reference.] [To be filed] 3. Safeco Resource Series Trust's statement of additional information, dated April 30, 2004 (File No. 33-06547), as filed with the Securities and Exchange Commission on April 29, 2004 (Accession No. 0001047469-04-014236) is incorporated herein by reference. 3. Safeco Resource Series Trust's Annual Report for the fiscal year ended December 31, 2003 (File No. 811-04717), as filed with the Securities and Exchange Commission on February 25, 2004 (Accession No. 0001047469-04-005601) is incorporated herein by reference. 4. [Safeco Resource Series Trust's Semi-Annual Report for the period ended June 30, 2004] [To be filed] 5. [Pro forma financial statements for the following:] [To be filed] Safeco Core Equity Portfolio into Pioneer Fund VCT Portfolio Safeco Money Market Portfolio into Pioneer Money Market VCT Portfolio -2- Pro forma financial statements are not included for the following since the Pioneer Portfolio is a newly created series of Pioneer Variable Contracts Trust and does not have material assets or liabilities: Safeco Bond Portfolio into Pioneer Bond VCT Portfolio Safeco Growth Opportunities Portfolio into Pioneer Growth Opportunities VCT Portfolio Safeco Small-Cap Value Portfolio into Pioneer Small Cap Value II VCT Portfolio ADDITIONAL INFORMATION ABOUT EACH PIONEER PORTFOLIO PORTFOLIO HISTORY For additional information about Pioneer Variable Contracts Trust generally and each Pioneer Portfolio and its histories, see "Fund History" in the SAI. DESCRIPTION OF EACH PORTFOLIO AND ITS INVESTMENT RISKS For additional information about each Pioneer Portfolio's investment objective, policies, risks and restrictions, see "Investment Policies, Risks and Restrictions" in the SAI. MANAGEMENT OF THE PORTFOLIO For additional information about Pioneer Variable Contracts Trust's Board of Trustees and officers, see "Trustees and Officers" in the SAI. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES For addition information on share ownership of each Pioneer Portfolio, see "Annual Fee, Expense and Other Information." INVESTMENT ADVISORY AND OTHER SERVICES For additional information on each Pioneer Portfolio, see "Investment Adviser," "Custodian" and "Independent Auditors" in Pioneer Variable Contracts Trust's SAI. BROKERAGE ALLOCATION AND OTHER PRACTICES For additional information about Pioneer Variable Contracts Trust and each Pioneer Portfolio's brokerage allocation practices, see "Portfolio Transactions" in the SAI. CAPITAL STOCK AND OTHER SECURITIES For additional information about the voting rights and other characteristics of shares of beneficial interest of each Pioneer Portfolio and Pioneer Variable Contracts Trust, see "Description of Shares" in the SAI. PURCHASE, REDEMPTION AND PRICING OF SHARES For additional information about purchase, redemption and pricing of shares of each Pioneer Portfolio, see "Pricing of Shares" in the SAI. TAXATION OF THE FUND For additional information about tax matters related to an investment in each Pioneer Portfolio, see "Tax Status" in the SAI. -3- UNDERWRITERS For additional information about the Pioneer Variable Contracts Trust's principal, see "Principal Underwriter" in the SAI. CALCULATION OF PERFORMANCE DATA For additional information about the investment performance of each Pioneer Portfolio, see "Investment Results" in the SAI. FINANCIAL STATEMENTS For additional information on each Pioneer Portfolio, see "Financial Statements" in Pioneer Variable Contracts Trust's SAI. -4- PART C OTHER INFORMATION PIONEER VARIABLE CONTRACTS TRUST (on behalf of its series, Pioneer Bond VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Small Cap Value II 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 June 6, 2004 (Accession No. 0001016964-04-000195), which information is incorporated herein by reference. (1)(a) Agreement and Declaration of Trust (1) (1)(b) Amendments to Agreement and Declaration of Trust (2)(3)(4)(5)(6)(7)(9) (10)(11)(12)(13) (1)(c) Amendment to Agreement and Declaration of Trust to establish additional series (*) (2) Amended and Restated By-Laws (8) (3) Not applicable (4) Form of Agreement and Plan of Reorganization (14) (5) Reference is made to Exhibits (1) and (2) hereof (6)(a) Form of Management Contract for Pioneer Bond VCT Portfolio (*) (6)(b) Management Contract for Pioneer Fund VCT Portfolio (8) (6)(c) Form of Management Contract for Pioneer Growth Opportunities VCT Portfolio (*) (6)(d) Management Contract for Pioneer Mid Cap Value VCT Portfolio (8) (6)(e) Management Contract for Pioneer Money Market VCT Portfolio (8) (6)(f) Form of Management Contract for Pioneer Small Cap Value II VCT Portfolio (*)
(6)(g) Expense Limitation Agreement (*) (7) Underwriting Agreement with Pioneer Funds Distributor, Inc. (8) (8) Not applicable (9) Custodian Agreement with Brown Brothers Harriman & Co. (*) (10)(a) Form of Distribution Plan relating to Class II Shares (*) (10)(b) Form of Multiple Class Plan Pursuant to Rule 18f-3 (*) (11) Opinion of Counsel (legality of securities being offered) (*) (12) Form of opinion as to tax matters and consent (*) (13)(a) Investment Company Service Agreement with Pioneering Services Corporation (*) (13)(b) Administration Agreement with Pioneer Investment Management, Inc. (*) (14) Consents of Independent Registered Public Accounting Firm (*) (15) Not applicable (16) Powers of Attorney (*) (17)(a) Code of Ethics (12) (17)(b) Form of Proxy Card (*)
(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. 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). (13) 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). (14) Filed herewith as Exhibit A to the Proxy Statement and Prospectus included as Part A of this Registration Statement. (*) Filed herewith. 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. 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 20th day of August, 2004. Pioneer Variable Contracts Trust, on behalf of its series, Pioneer Bond VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Small Cap 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 * Chairman of the Board, August 20, 2004 - --------------------------- John F. Cogan, Jr. Trustee, and President * Chief Financial Officer and August 20, 2004 - --------------------------- Vincent Nave Treasurer
* - --------------------------- Mary K. Bush Trustee * - --------------------------- Richard H. Egdahl Trustee * - --------------------------- Margaret B.W. Graham Trustee /s/ Osbert M. Hood - --------------------------- Osbert M. Hood Trustee * - --------------------------- Marguerite A. Piret Trustee * - --------------------------- Steven K. West Trustee * - --------------------------- John Winthrop Trustee * By: /s/ Osbert M. Hood August 20, 2004 -------------------------------------------- Osbert M. Hood, Attorney-in-Fact
EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description (1)(c) Amendment to Agreement and Declaration of Trust to establish Investor Class Shares (6)(a) Form of Management Contract for Pioneer Bond VCT Portfolio (6)(c) Form of Management Contract for Pioneer Growth Opportunities VCT Portfolio (6)(f) Form of Management Contract for Pioneer Small Cap Value II VCT Portfolio (6)(g) Expense Limitation Agreement (9) Custodian Agreement (10)(a) Form of Distribution Plan relating to Class II Shares (10)(b) Form of Multiple Class Plan Pursuant to Rule 18f-3 (11) Opinion of Counsel (12) Form of Opinion as to Tax Matters and Consent (13)(a) Investment Company Service Agreement (13)(b) Administration Agreement (14) Consents of Independent Registered Public Accounting Firm (16) Powers of Attorney (17)(b) Form of Proxy Card
EX-99.(1)(C) 3 ex99_1c.txt PIONEER VARIABLE CONTRACTS TRUST AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST OF PIONEER VARIABLE CONTRACTS TRUST The undersigned, being at least a majority of the Trustees of Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Trust"), do hereby amend the Agreement and Declaration of Trust, dated September 16, 2004, as amended (the "Declaration"), as follows, such amendment to be effective on the date hereof: Pursuant to Article IX, Section 8 of the Declaration, the portfolios set forth on ANNEX A are added as series of the Trust, each such portfolio to have Class I and Class II shares. IN WITNESS WHEREOF, the undersigned being all the Trustees of the Trust have executed this instrument as of this 3rd day of August, 2004. /s/ John F. Cogan, Jr /s/ Osbert M. Hood - ------------------------------------ ------------------------------------ John F. Cogan, Jr Osbert M. Hood /s/ Mary K. Bush /s/ Marguerite A. Piret - ------------------------------------ ------------------------------------ Mary K. Bush Marguerite A. Piret /s/ Richard H. Egdahl, M.D. /s/ Stephen K. West - ------------------------------------ ------------------------------------ Richard H. Egdahl, M.D. Stephen K. West /s/ Margaret B.W. Graham /s/ John Winthrop - ------------------------------------ ------------------------------------ Margaret B.W. Graham John Winthrop The address of each Trustee is: c/o Pioneer Investment Management, Inc 60 State Street, Boston, Massachusetts 02109 ANNEX A ------- Additional Series of Pioneer Variable Contracts Trust ----------------------------------------------------- Pioneer Bond VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer Small Cap Value II VCT Portfolio EX-99.(6)(A) 4 ex99_6a.txt MANAGEMENT CONTRACT THIS AGREEMENT dated as of this [ ] day of [ ], 2004 between Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Trust"), on behalf of Pioneer Bond VCT Portfolio (the "Portfolio"), and Pioneer Investment Management, Inc., a Delaware corporation (the "Manager"). W I T N E S S E T H WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement for the purpose of registering its shares for public offering under the Securities Act of 1933, as amended (the "1933 Act"). WHEREAS, the parties hereto deem it mutually advantageous that the Manager should be engaged, subject to the supervision of the Trust's Board of Trustees and officers, to manage the Trust. NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust, on behalf of the Portfolio, and the Manager do hereby agree as follows: 1. The Manager will regularly provide the Portfolio with investment research, advice and supervision and will furnish continuously an investment program for the Portfolio, consistent with the investment objectives and policies of the Portfolio. The Manager will determine from time to time what securities shall be purchased for the Portfolio, what securities shall be held or sold by the Portfolio and what portion of the Portfolio's assets shall be held uninvested as cash, subject always to the provisions of the Trust's Certificate of Trust, Agreement and Declaration of Trust, By-Laws and its registration statements under the 1940 Act and under the 1933 Act covering the Trust's shares, as filed with the Commission, and to the investment objectives, policies and restrictions of the Portfolio, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Trustees of the Trust may from time to time establish. To carry out such determinations, the Manager will exercise full discretion and act for the Portfolio in the same manner and with the same force and effect as the Portfolio itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 2. The Manager will, to the extent reasonably required in the conduct of the business of the Portfolio and upon the Trust's request, furnish to the Portfolio research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Portfolio shall at the time have any investment in such industries, businesses, corporations or securities. The Manager will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. 3. The Manager will maintain all books and records with respect to the Portfolio's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the custodian or transfer agent appointed by the Trust) and preserve such records for the periods prescribed therefor by Rule 31a-2 under the 1940 Act. The Manager will also provide to the Board of Trustees such periodic and special reports as the Board may reasonably request. 4. Except as otherwise provided herein, the Manager, at its own expense, shall furnish to the Trust office space in the offices of the Manager, or in such other place as may be agreed upon from time to time, and all necessary office facilities, equipment and personnel for managing the Portfolio's affairs and investments, and shall arrange, if desired by the Trust, for members of the Manager's organization to serve as officers or agents of the Trust. 5. The Manager shall pay directly or reimburse the Trust for: (i) the compensation (if any) of the Trustees who are "affiliated persons" (as defined in the 1940 Act) of the Manager and all officers of the Trust as such; and (ii) all expenses not hereinafter specifically assumed by the Trust where such expenses are incurred by the Manager or by the Trust in connection with the management of the affairs of, and the investment and reinvestment of the assets of, the Portfolio. 6. The Trust, on behalf of the Portfolio, shall assume and shall pay: (i) charges and expenses for fund accounting, pricing and appraisal services and related overhead, including, to the extent such services are performed by personnel of the Manager or its affiliates, office space and facilities, and personnel compensation, training and benefits; (ii) the charges and expenses of auditors; (iii) the charges and expenses of any custodian, transfer agent, plan agent, dividend disbursing agent, registrar or any other agent appointed by the Trust; (iv) issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all taxes and corporate fees payable by the Trust to federal, state or other governmental agencies; (vi) fees and expenses involved in registering and maintaining registrations of the Trust and/or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions, including the preparation of prospectuses and statements of additional information for filing with such regulatory authorities; (vii) all expenses of shareholders' and Trustees' meetings and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust and the Trustees; (ix) any fees paid by the Trust in accordance with Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; (x) compensation of those Trustees of the Trust who are not affiliated with, or "interested persons" of, the Manager, the Trust (other than as Trustees), Pioneer Investment Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of preparing and printing share certificates; (xii) interest on borrowed money, if any; and (xii) any other expense that the Trust, the Manager or any other agent of the Trust may incur (A) as a result of a change in the law or regulations, (B) as a result of a mandate from the Board of Trustees with associated costs of a character generally assumed by similarly structured investment companies or (C) that is similar to the expenses listed above, and that is approved by the Board of Trustees (including a majority of the Independent Trustees) as being an appropriate expense of the Trust. -2- 7. In addition to the expenses described in Section 6 above, the Trust, on behalf of the Portfolio, shall pay all brokers' and underwriting commissions chargeable to the Trust in connection with securities transactions to which the Portfolio is a party. 8. The Portfolio shall pay to the Manager, as compensation for the Manager's services and expenses assumed hereunder, a fee at the annual rate of [ ]% of the Portfolio's average daily net assets. 9. The management fee payable hereunder shall be computed daily and paid monthly in arrears. In the event of termination of this Agreement, the fee provided in Section 8 shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. 10. The Manager may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or a portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Manager. Any such fee reduction or undertaking may be discontinued or modified by the Manager at any time. 11. It is understood that the Manager may employ one or more sub-investment advisers (each a "Subadviser") to provide investment advisory services to the Portfolio by entering into a written agreement with each such Subadviser; provided, that any such agreement first shall be approved by the vote of a majority of the Trustees, including a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust, the Manager or any such Subadviser, and otherwise approved in accordance with the requirements of the 1940 Act or an exemption therefrom. The authority given to the Manager in Sections 1 through 13 hereof may be delegated by it under any such agreement; provided, that any Subadviser shall be subject to the same restrictions and limitations on investments and brokerage discretion as the Manager. The Trust agrees that the Manager shall not be accountable to the Trust or the Portfolio or the Portfolio's shareholders for any loss or other liability relating to specific investments directed by any Subadviser, even though the Manager retains the right to reverse any such investment; provided, however, that the forgoing shall not in any way limit the Manager's other responsibilities under this Agreement, including, the supervision of the Subadviser's compliance with the Portfolio's investment policies and restrictions. 12. The Manager will not be liable for any error of judgment or mistake of law or for any loss sustained by reason of the adoption of any investment policy or the purchase, sale, or retention of any security on the recommendation of the Manager, whether or not such recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, but nothing contained herein will be construed to protect the Manager against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. -3- 13. Nothing in this Agreement will in any way limit or restrict the Manager or any of its officers, directors, or employees from buying, selling or trading in any securities for its or their own accounts or other accounts. The Manager may act as an investment adviser to any other person, firm or corporation, and may perform management and any other services for any other person, association, corporation, firm or other entity pursuant to any contract or otherwise, and take any action or do any thing in connection therewith or related thereto; and no such performance of management or other services or taking of any such action or doing of any such thing shall be in any manner restricted or otherwise affected by any aspect of any relationship of the Manager to or with the Trust or deemed to violate or give rise to any duty or obligation of the Manager to the Trust except as otherwise imposed by law. The Trust recognizes that the Manager, in effecting transactions for its various accounts, may not always be able to take or liquidate investment positions in the same security at the same time and at the same price. 14. In connection with purchases or sales of securities for the account of the Trust, neither the Manager nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act. The Manager shall arrange for the placing of all orders for the purchase and sale of securities for the Portfolio's account with brokers or dealers selected by the Manager. In the selection of such brokers or dealers and the placing of such orders, the Manager is directed at all times to seek for the Portfolio the most favorable execution and net price available except as described herein. It is also understood that it is desirable for the Portfolio that the Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Portfolio than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager is authorized to place orders for the purchase and sale of securities for the Portfolio with such brokers, subject to review by the Trust's Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager in connection with its or its affiliates' services to other clients. In addition, subject to the Manager's obligation to seek the most favorable execution and net price available, the Manager may consider the sale of the Trust's shares in selecting brokers and dealers. 15. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients, the Manager may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such clients. 16. This Agreement shall become effective on the date hereof and shall remain in force until December 31, 2005 and from year to year thereafter, but only so long as its continuance is approved in accordance with the requirements of the 1940 Act or an exemption therefrom, subject to the right of the Trust and the Manager to terminate this contract as provided in Section 17 hereof. -4- 17. Either party hereto may, without penalty, terminate this Agreement by vote of its Board of Trustees or Directors, as the case may be, or by vote of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Portfolio or the Manager, as the case may be, and the giving of 60 days' written notice to the other party. 18. This Agreement shall automatically terminate in the event of its assignment. For purposes of this Agreement, the term "assignment" shall have the meaning given it by Section 2(a)(4) of the 1940 Act. 19. The Trust agrees that in the event that neither the Manager nor any of its affiliates acts as an investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not contain the name "Pioneer" or otherwise suggest an affiliation with the Manager. 20. The Manager is an independent contractor and not an employee of the Trust for any purpose. If any occasion should arise in which the Manager gives any advice to its clients concerning the shares of the Trust, the Manager will act solely as investment counsel for such clients and not in any way on behalf of the Trust. 21. This Agreement states the entire agreement of the parties hereto, and is intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable. 22. This Agreement and all performance hereunder shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. 23. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 24. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -5- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their seal to be hereto affixed as of the day and year first above written. PIONEER VARIABLE CONTRACTS TRUST on behalf of Pioneer Bond VCT Portfolio ATTEST: By: __________________________ By: __________________________ Name: Name: Title: Title: PIONEER INVESTMENT ATTEST: MANAGEMENT, INC. By: __________________________ By: __________________________ Name: Name: Title: Title: EX-99.(6)(C) 5 ex99_6c.txt MANAGEMENT CONTRACT THIS AGREEMENT dated as of this [____] day of [____], 2004 between Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Trust"), on behalf of Pioneer Growth Opportunities VCT Portfolio (the "Portfolio"), and Pioneer Investment Management, Inc., a Delaware corporation (the "Manager"). WITNESSETH WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement for the purpose of registering its shares for public offering under the Securities Act of 1933, as amended (the "1933 Act"). WHEREAS, the parties hereto deem it mutually advantageous that the Manager should be engaged, subject to the supervision of the Trust's Board of Trustees and officers, to manage the Trust. NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust, on behalf of the Portfolio, and the Manager do hereby agree as follows: 1. The Manager will regularly provide the Portfolio with investment research, advice and supervision and will furnish continuously an investment program for the Portfolio, consistent with the investment objectives and policies of the Portfolio. The Manager will determine from time to time what securities shall be purchased for the Portfolio, what securities shall be held or sold by the Portfolio and what portion of the Portfolio's assets shall be held uninvested as cash, subject always to the provisions of the Trust's Certificate of Trust, Agreement and Declaration of Trust, By-Laws and its registration statements under the 1940 Act and under the 1933 Act covering the Trust's shares, as filed with the Commission, and to the investment objectives, policies and restrictions of the Portfolio, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Trustees of the Trust may from time to time establish. To carry out such determinations, the Manager will exercise full discretion and act for the Portfolio in the same manner and with the same force and effect as the Portfolio itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 2. The Manager will, to the extent reasonably required in the conduct of the business of the Portfolio and upon the Trust's request, furnish to the Portfolio research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Portfolio shall at the time have any investment in such industries, businesses, corporations or securities. The Manager will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. 3. The Manager will maintain all books and records with respect to the Portfolio's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the custodian or transfer agent appointed by the Trust) and preserve such records for the periods prescribed therefor by Rule 31a-2 under the 1940 Act. The Manager will also provide to the Board of Trustees such periodic and special reports as the Board may reasonably request. 4. Except as otherwise provided herein, the Manager, at its own expense, shall furnish to the Trust office space in the offices of the Manager, or in such other place as may be agreed upon from time to time, and all necessary office facilities, equipment and personnel for managing the Portfolio's affairs and investments, and shall arrange, if desired by the Trust, for members of the Manager's organization to serve as officers or agents of the Trust. 5. The Manager shall pay directly or reimburse the Trust for: (i) the compensation (if any) of the Trustees who are "affiliated persons" (as defined in the 1940 Act) of the Manager and all officers of the Trust as such; and (ii) all expenses not hereinafter specifically assumed by the Trust where such expenses are incurred by the Manager or by the Trust in connection with the management of the affairs of, and the investment and reinvestment of the assets of, the Portfolio. 6. The Trust, on behalf of the Portfolio, shall assume and shall pay: (i) charges and expenses for fund accounting, pricing and appraisal services and related overhead, including, to the extent such services are performed by personnel of the Manager or its affiliates, office space and facilities, and personnel compensation, training and benefits; (ii) the charges and expenses of auditors; (iii) the charges and expenses of any custodian, transfer agent, plan agent, dividend disbursing agent, registrar or any other agent appointed by the Trust; (iv) issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all taxes and corporate fees payable by the Trust to federal, state or other governmental agencies; (vi) fees and expenses involved in registering and maintaining registrations of the Trust and/or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions, including the preparation of prospectuses and statements of additional information for filing with such regulatory authorities; (vii) all expenses of shareholders' and Trustees' meetings and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust and the Trustees; (ix) any fees paid by the Trust in accordance with Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; (x) compensation of those Trustees of the Trust who are not affiliated with, or "interested persons" of, the Manager, the Trust (other than as Trustees), Pioneer Investment Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of preparing and printing share certificates; (xii) interest on borrowed money, if any; and (xii) any other expense that the Trust, the Manager or any other agent of the Trust may incur (A) as a result of a change in the law or regulations, (B) as a result of a mandate from the Board of Trustees with associated costs of a character generally assumed by similarly structured investment companies or (C) that is similar to the expenses listed above, and that is approved by the Board of Trustees (including a majority of the Independent Trustees) as being an appropriate expense of the Trust. -2- 7. In addition to the expenses described in Section 6 above, the Trust, on behalf of the Portfolio, shall pay all brokers' and underwriting commissions chargeable to the Trust in connection with securities transactions to which the Portfolio is a party. 8. The Portfolio shall pay to the Manager, as compensation for the Manager's services and expenses assumed hereunder, a fee at the annual rate of [____]% of the Portfolio's average daily net assets. 9. The management fee payable hereunder shall be computed daily and paid monthly in arrears. In the event of termination of this Agreement, the fee provided in Section 8 shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. 10. The Manager may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or a portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Manager. Any such fee reduction or undertaking may be discontinued or modified by the Manager at any time. 11. It is understood that the Manager may employ one or more sub-investment advisers (each a "Subadviser") to provide investment advisory services to the Portfolio by entering into a written agreement with each such Subadviser; provided, that any such agreement first shall be approved by the vote of a majority of the Trustees, including a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust, the Manager or any such Subadviser, and otherwise approved in accordance with the requirements of the 1940 Act or an exemption therefrom. The authority given to the Manager in Sections 1 through 13 hereof may be delegated by it under any such agreement; provided, that any Subadviser shall be subject to the same restrictions and limitations on investments and brokerage discretion as the Manager. The Trust agrees that the Manager shall not be accountable to the Trust or the Portfolio or the Portfolio's shareholders for any loss or other liability relating to specific investments directed by any Subadviser, even though the Manager retains the right to reverse any such investment; provided, however, that the forgoing shall not in any way limit the Manager's other responsibilities under this Agreement, including, the supervision of the Subadviser's compliance with the Portfolio's investment policies and restrictions. 12. The Manager will not be liable for any error of judgment or mistake of law or for any loss sustained by reason of the adoption of any investment policy or the purchase, sale, or retention of any security on the recommendation of the Manager, whether or not such recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, but nothing contained herein will be construed to protect the Manager against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. -3- 13. Nothing in this Agreement will in any way limit or restrict the Manager or any of its officers, directors, or employees from buying, selling or trading in any securities for its or their own accounts or other accounts. The Manager may act as an investment adviser to any other person, firm or corporation, and may perform management and any other services for any other person, association, corporation, firm or other entity pursuant to any contract or otherwise, and take any action or do any thing in connection therewith or related thereto; and no such performance of management or other services or taking of any such action or doing of any such thing shall be in any manner restricted or otherwise affected by any aspect of any relationship of the Manager to or with the Trust or deemed to violate or give rise to any duty or obligation of the Manager to the Trust except as otherwise imposed by law. The Trust recognizes that the Manager, in effecting transactions for its various accounts, may not always be able to take or liquidate investment positions in the same security at the same time and at the same price. 14. In connection with purchases or sales of securities for the account of the Trust, neither the Manager nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act. The Manager shall arrange for the placing of all orders for the purchase and sale of securities for the Portfolio's account with brokers or dealers selected by the Manager. In the selection of such brokers or dealers and the placing of such orders, the Manager is directed at all times to seek for the Portfolio the most favorable execution and net price available except as described herein. It is also understood that it is desirable for the Portfolio that the Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Portfolio than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager is authorized to place orders for the purchase and sale of securities for the Portfolio with such brokers, subject to review by the Trust's Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager in connection with its or its affiliates' services to other clients. In addition, subject to the Manager's obligation to seek the most favorable execution and net price available, the Manager may consider the sale of the Trust's shares in selecting brokers and dealers. 15. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients, the Manager may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such clients. 16. This Agreement shall become effective on the date hereof and shall remain in force until December 31, 2005 and from year to year thereafter, but only so long as its continuance is approved in accordance with the requirements of the 1940 Act or an exemption therefrom, subject to the right of the Trust and the Manager to terminate this contract as provided in Section 17 hereof. -4- 17. Either party hereto may, without penalty, terminate this Agreement by vote of its Board of Trustees or Directors, as the case may be, or by vote of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Portfolio or the Manager, as the case may be, and the giving of 60 days' written notice to the other party. 18. This Agreement shall automatically terminate in the event of its assignment. For purposes of this Agreement, the term "assignment" shall have the meaning given it by Section 2(a)(4) of the 1940 Act. 19. The Trust agrees that in the event that neither the Manager nor any of its affiliates acts as an investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not contain the name "Pioneer" or otherwise suggest an affiliation with the Manager. 20. The Manager is an independent contractor and not an employee of the Trust for any purpose. If any occasion should arise in which the Manager gives any advice to its clients concerning the shares of the Trust, the Manager will act solely as investment counsel for such clients and not in any way on behalf of the Trust. 21. This Agreement states the entire agreement of the parties hereto, and is intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable. 22. This Agreement and all performance hereunder shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. 23. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 24. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -5- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their seal to be hereto affixed as of the day and year first above written. PIONEER VARIABLE CONTRACTS TRUST ON BEHALF OF Pioneer Growth Opportunities VCT Portfolio ATTEST: By: __________________________ By: __________________________ Name: Name: Title: Title: PIONEER INVESTMENT MANAGEMENT, INC. ATTEST: By: __________________________ By: __________________________ Name: Name: Title: Title: -6- EX-99.(6)(F) 6 ex99_6f.txt MANAGEMENT CONTRACT THIS AGREEMENT dated as of this [ ] day of [ ], 2004 between Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Trust"), on behalf of Pioneer Small Cap Value II VCT Portfolio (the "Portfolio"), and Pioneer Investment Management, Inc., a Delaware corporation (the "Manager"). W I T N E S S E T H WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement for the purpose of registering its shares for public offering under the Securities Act of 1933, as amended (the "1933 Act"). WHEREAS, the parties hereto deem it mutually advantageous that the Manager should be engaged, subject to the supervision of the Trust's Board of Trustees and officers, to manage the Trust. NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust, on behalf of the Portfolio, and the Manager do hereby agree as follows: 1. The Manager will regularly provide the Portfolio with investment research, advice and supervision and will furnish continuously an investment program for the Portfolio, consistent with the investment objectives and policies of the Portfolio. The Manager will determine from time to time what securities shall be purchased for the Portfolio, what securities shall be held or sold by the Portfolio and what portion of the Portfolio's assets shall be held uninvested as cash, subject always to the provisions of the Trust's Certificate of Trust, Agreement and Declaration of Trust, By-Laws and its registration statements under the 1940 Act and under the 1933 Act covering the Trust's shares, as filed with the Commission, and to the investment objectives, policies and restrictions of the Portfolio, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Trustees of the Trust may from time to time establish. To carry out such determinations, the Manager will exercise full discretion and act for the Portfolio in the same manner and with the same force and effect as the Portfolio itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 2. The Manager will, to the extent reasonably required in the conduct of the business of the Portfolio and upon the Trust's request, furnish to the Portfolio research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Portfolio shall at the time have any investment in such industries, businesses, corporations or securities. The Manager will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. 3. The Manager will maintain all books and records with respect to the Portfolio's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the custodian or transfer agent appointed by the Trust) and preserve such records for the periods prescribed therefor by Rule 31a-2 under the 1940 Act. The Manager will also provide to the Board of Trustees such periodic and special reports as the Board may reasonably request. 4. Except as otherwise provided herein, the Manager, at its own or inexpense, shall furnish to the Trust office space in the offices of the Manager, such other place as may be agreed upon from time to time, and all necessary office facilities, equipment and personnel for managing the Portfolio's affairs and investments, and shall arrange, if desired by the Trust, for members of the Manager's organization to serve as officers or agents of the Trust. 5. The Manager shall pay directly or reimburse the Trust for: (i) the compensation (if any) of the Trustees who are "affiliated persons" (as defined in the 1940 Act) of the Manager and all officers of the Trust as such; and (ii) all expenses not hereinafter specifically assumed by the Trust where such expenses are incurred by the Manager or by the Trust in connection with the management of the affairs of, and the investment and reinvestment of the assets of, the Portfolio. 6. The Trust, on behalf of the Portfolio, shall assume and shall pay: (i) charges and expenses for fund accounting, pricing and appraisal services and related overhead, including, to the extent such services are performed by personnel of the Manager or its affiliates, office space and facilities, and personnel compensation, training and benefits; (ii) the charges and expenses of auditors; (iii) the charges and expenses of any custodian, transfer agent, plan agent, dividend disbursing agent, registrar or any other agent appointed by the Trust; (iv) issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all taxes and corporate fees payable by the Trust to federal, state or other governmental agencies; (vi) fees and expenses involved in registering and maintaining registrations of the Trust and/or its shares with federal regulatory agencies, state or blue sky securities agencies and foreign jurisdictions, including the preparation of prospectuses and statements of additional information for filing with such regulatory authorities; (vii) all expenses of shareholders' and Trustees' meetings and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; (viii) charges and expenses of legal counsel to the Trust and the Trustees; (ix) any fees paid by the Trust in accordance with Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; (x) compensation of those Trustees of the Trust who are not affiliated with, or "interested persons" of, the Manager, the Trust (other than as Trustees), Pioneer Investment Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of preparing and printing share certificates; (xii) interest on borrowed money, if any; and (xii) any other expense that the Trust, the Manager or any other agent of the Trust may incur (A) as a result of a change in the law or regulations, (B) as a result of a mandate from the Board of Trustees with associated costs of a character generally assumed by similarly structured investment companies or (C) that is similar to the expenses listed above, and that is approved by the Board of Trustees (including a majority of the Independent Trustees) as being an appropriate expense of the Trust. -2- 7. In addition to the expenses described in Section 6 above, the Trust, on behalf of the Portfolio, shall pay all brokers' and underwriting commissions chargeable to the Trust in connection with securities transactions to which the Portfolio is a party. 8. The Portfolio shall pay to the Manager, as compensation for the Manager's services and expenses assumed hereunder, a fee at the annual rate of [ ]% of the Portfolio's average daily net assets. 9. The management fee payable hereunder shall be computed daily and paid monthly in arrears. In the event of termination of this Agreement, the fee provided in Section 8 shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. 10. The Manager may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or a portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Manager. Any such fee reduction or undertaking may be discontinued or modified by the Manager at any time. 11. It is understood that the Manager may employ one or more sub- investment advisers (each a "Subadviser") to provide investment advisory services to the Portfolio by entering into a written agreement with each such Subadviser;provided, that any such agreement first shall be approved by the vote of a majority of the Trustees, including a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust, the Manager or any such Subadviser, and otherwise approved in accordance with the requirements of the 1940 Act or an exemption therefrom. The authority given to the Manager in Sections 1 through 13 hereof may be delegated by it under any such agreement; provided, that any Subadviser shall be subject to the same restrictions and limitations on investments and brokerage discretion as the Manager. The Trust agrees that the Manager shall not be accountable to the Trust or the Portfolio or the Portfolio's shareholders for any loss or other liability relating to specific investments directed by any Subadviser, even though the Manager retains the right to reverse any such investment; provided, however, that the forgoing shall not in any way limit the Manager's other responsibilities under this Agreement, including, the supervision of the Subadviser's compliance with the Portfolio's investment policies and restrictions. 12. The Manager will not be liable for any error of judgment or mistake of law or for any loss sustained by reason of the adoption of any investment policy or the purchase, sale, or retention of any security on the recommendation of the Manager, whether or not such recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, but nothing contained herein will be construed to protect the Manager against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. -3- 13. Nothing in this Agreement will in any way limit or restrict the Manager or any of its officers, directors, or employees from buying, selling or trading in any securities for its or their own accounts or other accounts. The Manager may act as an investment adviser to any other person, firm or corporation, and may perform management and any other services for any other person, association, corporation, firm or other entity pursuant to any contract or otherwise, and take any action or do any thing in connection therewith or related thereto; and no such performance of management or other services or taking of any such action or doing of any such thing shall be in any manner restricted or otherwise affected by any aspect of any relationship of the Manager to or with the Trust or deemed to violate or give rise to any duty or obligation of the Manager to the Trust except as otherwise imposed by law. The Trust recognizes that the Manager, in effecting transactions for its various accounts, may not always be able to take or liquidate investment positions in the same security at the same time and at the same price. 14. In connection with purchases or sales of securities for the account of the Trust, neither the Manager nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act. The Manager shall arrange for the placing of all orders for the purchase and sale of securities for the Portfolio's account with brokers or dealers selected by the Manager. In the selection of such brokers or dealers and the placing of such orders, the Manager is directed at all times to seek for the Portfolio the most favorable execution and net price available except as described herein. It is also understood that it is desirable for the Portfolio that the Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Portfolio than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager is authorized to place orders for the purchase and sale of securities for the Portfolio with such brokers, subject to review by the Trust's Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager in connection with its or its affiliates' services to other clients. In addition, subject to the Manager's obligation to seek the most favorable execution and net price available, the Manager may consider the sale of the Trust's shares in selecting brokers and dealers. 15. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients, the Manager may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such clients. 16. This Agreement shall become effective on the date hereof and shall remain in force until December 31, 2005 and from year to year thereafter, but only so long as its continuance is approved in accordance with the requirements of the 1940 Act or an exemption therefrom, subject to the right of the Trust and the Manager to terminate this contract as provided in Section 17 hereof. -4- 17. Either party hereto may, without penalty, terminate this Agreement by vote of its Board of Trustees or Directors, as the case may be, or by vote of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Portfolio or the Manager, as the case may be, and the giving of 60 days' written notice to the other party. 18. This Agreement shall automatically terminate in the event of its assignment. For purposes of this Agreement, the term "assignment" shall have the meaning given it by Section 2(a)(4) of the 1940 Act. 19. The Trust agrees that in the event that neither the Manager nor any of its affiliates acts as an investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not contain the name "Pioneer" or otherwise suggest an affiliation with the Manager. 20. The Manager is an independent contractor and not an employee of the Trust for any purpose. If any occasion should arise in which the Manager gives any advice to its clients concerning the shares of the Trust, the Manager will act solely as investment counsel for such clients and not in any way on behalf of the Trust. 21. This Agreement states the entire agreement of the parties hereto, and is intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable. 22. This Agreement and all performance hereunder shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. 23. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 24. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -5- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their seal to be hereto affixed as of the day and year first above written. PIONEER VARIABLE CONTRACTS TRUST on behalf of Pioneer Small Cap Value II VCT Portfolio ATTEST: By: __________________________ By: __________________________ Name: Name: Title: Title: PIONEER INVESTMENT ATTEST: MANAGEMENT, INC. By: __________________________ By: __________________________ Name: Name: Title: Title: -6- EX-99.(6)(G) 7 ex99_6g.txt Expense Limit and Reimbursement Agreement Expense Limit and Reimbursement Agreement made as of August 3, 2004, between Pioneer Investment Management, Inc. (PIM) and the investment companies and series thereof listed on Annex A (each a "Fund"). Whereas PIM wishes to reduce the expenses of the Investor Class shares or Class I shares of each Fund until the end of the month of the second anniversary of the reorganization relating to the initial issuance of Investor Class shares or Class I shares of such Fund; and Whereas each Fund wishes to have PIM enter into such an agreement; Now therefore the parties agree as follows: Section 1. PIM agrees, until the end of the month of the second anniversary of the reorganization relating to the initial issuance of Investor Class shares or Class I shares of a Fund, to limit such Fund's ordinary operating expenses (other than extraordinary expenses, such as litigation, taxes, brokerage commissions, etc.) attributable to the Investor Class shares or Class I shares (the "Expense Limitation") to the percentage listed for such Fund on Annex A. Such limitation shall be made by waiving transfer agency fees and/or reimbursing expenses attributable to Investor Class shares or Class I shares. In the event that the waiver of transfer agency fees and expenses is not sufficient, PIM shall waive other fees and/or reimburse the Fund for the Fund's other ordinary operating expenses (other than extraordinary expenses, such as litigation, taxes, brokerage commissions, etc) so that the Expense Limitation is satisfied with respect to Investor Class shares or Class I shares, as the case may be. Section 2. PIM may not terminate or modify the duration or amount of this Expense Limitation Agreement. PIM may otherwise modify this Agreement with the approval of the Board of Trustees of each Fund. Section 3. PIM shall keep a record of the amount of expenses that it waived or reimbursed pursuant to Section 1 hereof ("Prior Expenses"). If at any future date the total expenses of a Fund attributable to Investor Class shares or Class I shares, as the case may be, are less than the Expense Limitation, PIM shall be entitled to be reimbursed for such Prior Expenses attributable to Investor Class shares or Class I shares, provided that such reimbursement does not cause the Fund's Investor Class or Class I share expenses to exceed the Expense Limitation. PIM shall also be entitled to reimbursement of the corresponding Prior Expenses attributable to any other authorized class of shares. If the Fund's Investor Class or Class I expenses subsequently exceed the Expense Limitation, the reimbursement of Prior Expenses shall be suspended and, if subsequent reimbursement of Prior Expenses shall be resumed to the extent that Investor Class or Class I expenses do not exceed the Expense Limitation, the Expense Limitation shall be applied. Notwithstanding anything in this Section 3 to the contrary, the Fund shall not reimburse PIM for any Prior Expense pursuant to this Section 3 more than three (3) years after the expense was incurred. Section 4. It is not intended by PIM or the Fund that the reimbursement agreement in Section 3 shall be an obligation of a Fund unless and until the total expenses of such Fund -1- attributable to the Investor Class shares or Class I shares, as the case may be, are less than the Expense Limitation. PIM understands that such total expenses may never be reduced to such level and there is no assurance that the Prior Expenses shall be reimbursed. In addition, each Fund shall have the right to terminate this Agreement, including its obligation to reimburse Prior Expenses, at any time upon notice to PIM. This Agreement automatically terminates without obligation by the Fund upon termination of the Management Contract between PIM and the Fund. Section 5. This Agreement shall be governed by the laws of the State of Delaware. In witness whereof, the parties hereto have caused this Agreement to be signed as of the 3rd day of August, 2004. Each Fund listed on Annex A PIONEER INVESTMENT MANAGEMENT, INC. By: /s/ Osbert M. Hood By: /s/ Dorothy E. Bourassa --------------------------------------- -------------------------------- Osbert M. Hood Dorothy E. Bourassa Executive Vice President Secretary
-2- Annex A - --------------------------------------------------------------------- Acquiring Fund Class of Expense Limitation Shares (Investor class) for initial two years - --------------------------------------------------------------------- Pioneer International Investor Class 1.40% Equity Fund - --------------------------------------------------------------------- Pioneer Balanced Fund Investor Class 1.10% - --------------------------------------------------------------------- Pioneer Fund Investor Class 1.02% - --------------------------------------------------------------------- Pioneer Growth Shares Investor Class 1.15% - --------------------------------------------------------------------- Pioneer Value Fund Investor Class 1.10% - --------------------------------------------------------------------- Pioneer Small Cap Value Investor Class 1.15% Fund - --------------------------------------------------------------------- Pioneer Bond Fund Investor Class 0.74% - --------------------------------------------------------------------- Pioneer Tax Free Income Investor Class 0.70% Fund - --------------------------------------------------------------------- Pioneer America Income Investor Class 0.74% Trust - --------------------------------------------------------------------- Pioneer High Yield Fund Investor Class 0.90% - --------------------------------------------------------------------- Pioneer Cash Reserves Investor Class 0.71% Fund - --------------------------------------------------------------------- Pioneer Tax Free Money Investor Class 0.65% Market Fund - --------------------------------------------------------------------- Pioneer Growth Investor Class 1.05% Opportunities Fund - --------------------------------------------------------------------- Pioneer Mid Cap Value Investor Class 1.10% Fund - --------------------------------------------------------------------- Pioneer California Tax Investor Class 0.63% Free Income Fund - --------------------------------------------------------------------- Pioneer Municipal Bond Investor Class 0.62% Fund - --------------------------------------------------------------------- -3-
Acquiring Fund Class of Expense limitation Shares for initial two years - -------------------------------------------------------------------------------- Pioneer Fund VCT Class I 0.80% Portfolio - -------------------------------------------------------------------------------- Pioneer Small Cap Value Class I 1.01% II VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Bond VCT Class I 0.89% Portfolio - -------------------------------------------------------------------------------- Pioneer Money Market Class I 0.90% VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Mid Cap VCT Class I 0.88% Portfolio - -------------------------------------------------------------------------------- Pioneer Growth Class I 0.79% Opportunities VCT Portfolio - --------------------------------------------------------------------------------
-4- EX-99.(9) 8 ex99_9.txt CUSTODIAN AGREEMENT THIS AGREEMENT, dated as of July 1, 2001 between each of the open-end management investment companies listed on Appendix A hereto each a Fund (as amended from time to time) severally and not jointly, (each a FUND), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&CO. or the CUSTODIAN). Each Fund is organized under either the laws of the State of Delaware or the Commonwealth of Massachusetts and registered with the Commission under the 1940 Act, as amended. W I T N E S S E T H: WHEREAS, the Fund wishes to employ BBH&Co. to act as custodian for the Fund and to provide related services, all as provided herein, and BBH&Co. is willing to accept such employment, subject to the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Fund and BBH&Co. hereby agree, as follows: 1. APPOINTMENT OF CUSTODIAN. The Fund hereby appoints and employs BBH&Co. as the Fund's custodian for the term and subject to the conditions of this Agreement, including the related 17f-5 Delegation Schedule, and BBH&Co. hereby accepts such appointment. All Investments of the Fund delivered to the Custodian or its agents or Subcustodians shall be dealt with as provided in this Agreement. The duties of the Custodian with respect to the Fund's Investments shall be only as set forth expressly in this Agreement which duties are generally comprised of safekeeping and various administrative duties that will be performed in accordance with Instructions and as reasonably required to effect Instructions. 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUND. The Fund hereby represents, warrants and covenants each of the following: 1 2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. This Agreement does not conflict with or constitute a default under the Fund's prospectus, Certificate of Trust and By-Laws, or any other agreement, judgment, order or decree to which the Fund is a party or by which it is bound. 2.2 The Fund shall safeguard and shall be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. In furtherance and not in limitation of the foregoing, in the event the Fund utilizes any on-line service offered by the Custodian, the Fund shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, unless otherwise agreed in connection with the provision of such (service) (software) if the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be responsible for ensuring the security of its access to the service and for its use of the service, and shall only attempt to access the service and the Custodian's computer systems as directed by the Custodian. Unless otherwise agreed in connection with the provision of such (service) (software). If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund. 3. REPRESENTATION AND WARRANTY OF BBH&CO. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. 4. INSTRUCTIONS. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties pursuant to Instructions. As used herein, the term INSTRUCTION shall mean a directive initiated by the Fund, acting directly or through its board of trustees, officers or other Authorized Persons, which directive shall conform to the requirements of this Section 4. 4.1 AUTHORIZED PERSONS. For purposes hereof, an AUTHORIZED PERSON shall be a person or entity authorized to give Instructions for or on behalf of the Fund by written notices to the Custodian or otherwise in accordance with procedures delivered to and acknowledged by the Custodian. Such Authorized Persons may be identified by the Board of Trustees of the Fund by name, title or positions, may include officers of the Fund authorized by the Board of Trustees to name additional Authorized Persons and may include officers or employees of the Fund's investment adviser or its affiliates. The Custodian may treat any Authorized Person as having full authority of the Fund to issue Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority. The Custodian may not 2 treat any Instruction from an Authorized Person directing the delivery of securities or payment to such Authorized Person to be valid for purposes of this Agreement. The Custodian shall be entitled to rely upon the authority of Authorized Persons until it receives appropriate written notice from the Fund to the contrary. 4.2 FORM OF INSTRUCTION. Each Instruction shall be transmitted by such secured or authenticated electro-mechanical means as the Custodian shall make available to the Fund from time to time unless the Fund shall elect to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this Section. 4.2.1 FUND DESIGNATED SECURED-TRANSMISSION METHOD. Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Fund or by an Authorized Person entitled to give Instruction and acknowledged and accepted by the Custodian; it being understood that such acknowledgment shall authorize the Custodian to receive and process such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the method determined by the Authorized Person. 4.2.2 WRITTEN INSTRUCTIONS. Instructions may be transmitted in a writing that bears the manual signature or initials of Authorized Persons. 4.2.3 OTHER FORMS OF INSTRUCTION. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as is contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT, telex or telefax (whether tested or untested). When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person (and such other procedures as are customarily adhered to by custodians to protect client assets) with respect to such means of Instruction, but such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. Telephonic or oral instructions shall be considered proper Instructions if the Custodian reasonably believes them to have been given by an Authorized Person. Telephonic or oral instructions shall be confirmed by methods established in accordance with Section 4.2.1. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions; provided that if the Custodian receives Instructions that it determines to be illegible, the Custodian shall promptly seek confirmation of such Instructions from the Authorized Person sending such Instruction. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule to this Agreement shall comprise a designation of form of a means of delivering Instructions selected by the Custodian for purposes of this Section 4.2. 3 4.3 COMPLETENESS AND CONTENTS OF INSTRUCTIONS. The Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in the Fund's Investments and upon any delivery and transfer of any Investment or monies, the person initiating such Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation: 4.3.1 The transaction date and the date and location of settlement; 4.3.2 The specification of the type of transaction; 4.3.3 A description of the Investments or monies in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered and currency information; and 4.3.4 The name of the broker or similar entity concerned with execution of the transaction. If the Custodian shall determine that an Instruction is either unclear or incomplete, the Custodian shall give prompt notice of such determination to the Fund, and the Fund shall thereupon amend or otherwise reform such Instruction. 4.4 TIMELINESS OF INSTRUCTIONS. In giving an Instruction, the Fund shall take into consideration delays which may occur due to the involvement of a Subcustodian or agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established specific timing requirements or deadlines with respect to particular classes of Instructions and adequate notice thereof has been provided to the Fund, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such Instruction due to time zone differences or other factors beyond its reasonable control, the Custodian shall not be responsible for any increased risk or failure to timely complete any settlement to the extent that such risk arises out of such delay. 5. SAFEKEEPING OF FUND ASSETS. The Custodian shall hold Investments delivered to it or Subcustodians for the Fund in accordance with the provisions of this Section. The Custodian shall not be responsible for the safekeeping of Investments not delivered or that are not caused to be issued to it or its Subcustodians or pre-existing faults or defects in Investments that are delivered to the Custodian, or its Subcustodians. The Custodian is hereby authorized to hold with itself or a Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate 4 action. The Custodian shall hold Investments for the account of the Fund and shall segregate Investments from assets belonging to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account held for the Fund or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian. 5.1 USE OF SECURITIES DEPOSITORIES. The Custodian may deposit and maintain Investments in any Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian. Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Subcustodian, as the case may be, and (b) in an account for the Fund or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such Investments in the Securities Depository. If the rules and regulations of the Securities Depository prevent the Custodian, the Subcustodian or (any agent of either) from holding its clients' assets in such a separate account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for benefit of the Fund or for benefit of clients of the Custodian generally on its own books. 5.2 CERTIFICATED ASSETS. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held provided that Securities are held in the name of the Fund or in an account of the Custodian containing only the assets of the Fund or only assets held as fiduciary or custodian for customers.. 5.3 REGISTERED ASSETS. Investments which are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be held in any manner set forth in paragraph 5.2 above with or without any identification of fiduciary capacity in such registration. 5.4 BOOK ENTRY ASSETS. Investments which are represented by book-entry may be so held in an account maintained by the Book-entry Agent on behalf of the Custodian, a Subcustodian or another agent of the Custodian, or a Securities Depository. 5.5 REPLACEMENT OF LOST INVESTMENTS. In the event of a loss of Investments for which the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund the fair market value of such Investment based on 5 the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss, or, if less, such other amount as shall be agreed by the parties as the date for settlement. 6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN. The Custodian shall perform the following administrative duties with respect to Investments of the Fund. 6.1 PURCHASE OF INVESTMENTS. Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction or Applicable Law. However, (i) in the case of repurchase agreements entered into by the Fund, the Custodian may release funds to a securities system or to a Subcustodian prior to the receipt of advice from the securities system or Subcustodian that the securities underlying such repurchase agreement have been transferred by book entry into the Account of the Custodian maintained with such securities system or Subcustodian, so long as such payment instructions to the securities system or Subcustodian include a requirement that delivery is only against payment for securities, (ii) in the case of foreign exchange contracts, options, time deposits, call account deposits, currency deposits, and other deposits, contracts or options, the Custodian may make payment therefor without receiving an instrument evidencing said deposit, contract or option so long as such payment instructions detail specific securities to be acquired, and (iii) in the case of securities for which payment for the security and receipt of the instrument evidencing the security are under generally accepted trade practice or the terms of the instrument representing the security expected to take place in different locations or through separate parties, the Custodian may make payment for such securities prior to delivery thereof in accordance with such generally accepted trade practice or the terms of the instrument representing such security. 6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for the account of the Fund shall be delivered (a) against payment therefor in cash, by certified check, bank cashiers check, bank credit or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law or the terms of the instrument representing such Investment; provided, however, that (i) in the case of delivery of physical certificates or 6 instruments representing securities, the Custodian may make delivery to the broker buying the securities, against receipt therefor, for examination in accordance with "street delivery" custom, provided that the payment therefor is to be made to the Custodian (which payment may be made by a broker's check) or that such securities are to be returned to the Custodian, and (ii) in the case of securities referred to in the last sentence of Section 6.1, the Custodian may make settlement, including with respect to the form of payment, in accordance with generally accepted trade practice relating to such securities or the terms of the instrument representing said security. 6.3 DELIVERY AND RECEIPT IN CONNECTION WITH BORROWINGS OF THE FUND OR OTHER COLLATERAL AND MARGIN REQUIREMENTS. Pursuant to Instruction, the Custodian may deliver or receive Investments or cash of the Fund in connection with borrowings or loans by the Fund and other collateral and margin requirements. 6.4 FUTURES AND OPTIONS. If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Fund and a futures commission merchant regarding margin accounts (TRI-PARTY AGREEMENT), the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Fund of exchange-traded futures contracts and commodity options, (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (MARGIN ACCOUNT), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Fund shall have designated as initial, maintenance or variation "margin" deposits or other collateral intended to secure the Fund's performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the margin account in accordance with the provisions of such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of margin requirements in accordance with Rule 17f-6. The Custodian shall in no event be responsible for the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options. 6.5 CONTRACTUAL OBLIGATIONS AND SIMILAR INVESTMENTS. From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by book entry agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and 7 retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund. 6.6 EXCHANGE OF SECURITIES. Unless otherwise directed by Instruction, the Custodian shall: after prior notice of such action to the Fund: (a) exchange securities held for the account of the Fund for other securities in connection with any reorganization, recapitalization, conversion, split-up, change of par value of shares or similar event: and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan. 6.7 SURRENDER OF SECURITIES. Unless otherwise directed by Instruction, the Custodian may surrender securities after prior notice of such action to the Fund: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under Section 5.3; and (c) for a different number of certificates or instruments representing the same number of shares or the same principal amount of indebtedness. 6.8 RIGHTS, WARRANTS, ETC. Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof. 6.9 MANDATORY CORPORATE ACTIONS. Unless otherwise directed by Instruction, the Custodian shall after prior notice of such action to the Fund: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Fund's account and promptly notify the Fund of such action; and (b) collect all stock dividends, rights and other items of like nature with respect to such securities. 6.10 INCOME COLLECTION. Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to Investments and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default; or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments. 8 6.11 OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND'S INTEREST. The Custodian is hereby authorized to execute on behalf of the Fund ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund with respect to Investments, or in connection with the sale, purchase or ownership of Investments. With respect to securities issued in the United States of America, the Custodian [ ] may [ ] may not release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Fund. IF NO BOX IS CHECKED, THE CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES CONTRARY INSTRUCTIONS FROM THE FUND. With respect to securities issued outside of the United States of America, information shall be released in accordance with law or custom of the particular country in which such security is located. 6.12 PROXY MATERIALS. The Custodian shall deliver, or cause to be delivered, to the Fund proxy forms, notices of meeting, and any other notices or announcements affecting or relating to Investments received by the Custodian or any nominee. Unless authorized to do so by Instructions or proxy, neither the Custodian nor any Subcustodian shall vote any securities held for the Fund pursuant to this Agreement. 6.13. TAXES. The Custodian shall, where applicable, assist the Fund in the reclamation of taxes withheld on dividends and interest payments received by the Fund. In the performance of its duties with respect to tax withholding and reclamation, the Custodian shall be entitled to rely on the advice of counsel and upon information and advice regarding the Fund's tax status that is received from or on behalf of the Fund without duty of separate inquiry. 6.14. USE OF SEGREGATED ACCOUNTS. Upon receipt of Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts on behalf of the Fund into which account or accounts may be transferred cash and/or securities of the Fund (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. (or any futures commission merchant registered under the Commodity Exchange Act) relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act and (iv) as mutually agreed from time to time between the Fund and the Custodian. 6.15 OTHER DEALINGS. The Custodian shall otherwise act as directed by Instruction, including without 9 limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom such payment or delivery is made. The Custodian shall attend to all nondiscretionary details in connection with the sale, exchange, substitution, transfer or purchase or other administration of Investments, except as otherwise directed by an Instruction. In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall promptly provide to the Fund all information pertaining to a corporate action which the Custodian actually receives; provided that the Custodian shall not be responsible for the completeness or accuracy of any information it receives. Any advance credit of cash or shares expected to be received as a result of any corporate action shall be subject to actual collection and may, when the Custodian deems collection unlikely, be reversed by the Custodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) agents (other than Subcustodians) to carry out some or all of the administrative provisions of this Agreement (AGENTS), provided, however, that the appointment of such agent shall not relieve the Custodian of its administrative obligations under this Agreement. 7. CASH ACCOUNTS, DEPOSITS AND MONEY MOVEMENTS. Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction. 7.1 TYPES OF CASH ACCOUNTS. Cash accounts opened on the books of the Custodian (PRINCIPAL ACCOUNTS) shall be opened in the name of the Fund. Such accounts collectively shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in Section 9. Cash accounts opened on the books of a Subcustodian may be opened in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally (AGENCY ACCOUNTS). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of the Fund. Accordingly, the responsibility of the Custodian with respect to cash accounts shall be the same as and no greater than other Investments. Accordingly, the Custodian shall not be liable for 10 their repayment in the event such Subcustodian, by reason of its bankruptcy, insolvency or otherwise, fails to make repayment. 7.2 PAYMENTS AND CREDITS WITH RESPECT TO THE CASH ACCOUNTS. The Custodian shall make payments from or deposits to any of said accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to the Fund's Investments, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. Unless otherwise specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried. 7.3 CURRENCY AND RELATED RISKS. The Fund bears risks of holding or transacting in any currency. The Custodian shall not be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by the Fund shall be for the account of the Fund. 7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the terms of this Section, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of the Fund with such currency brokers or banking institutions, including Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with the Fund in accordance with 11 Section 7.4.2 of this Agreement. The obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction. 7.4.1 THIRD PARTY FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund's Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of cash in the form of U.S. Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, and (c) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. Subject to the Custodian's Standard of Care under this Agreement, the Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. 7.4.2 FOREIGN EXCHANGE WITH THE CUSTODIAN AS PRINCIPAL. The Custodian may undertake foreign exchange transactions with the Fund as principal as the Custodian and the Fund may agree from time to time. In such event, the foreign exchange transaction will be performed in accordance with the particular agreement of the parties, or in the event a principal foreign exchange transaction is initiated by Instruction in the absence of specific agreement, such transaction will be performed in accordance with the usual commercial terms of the Custodian. 7.5 DELAYS. If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian, without limiting the Custodian's obligations under Section 9. shall be liable to the Fund: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out such Instructions to transfer cash which are not due to the Custodian's own negligence or willful misconduct. 12 7.6 ADVANCES. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for the benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), (collectively, an "Advance"), then in such event any Investment at any time held for the account of the Fund by the Custodian or a Subcustodian shall be security for such Advance and if the Fund shall fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund's Investments to the extent necessary to obtain reimbursement. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted or arising to the Custodian hereunder to such Subcustodian or other person. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. 7.7 INTEGRATED ACCOUNT. For purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in Dollars) of each series of the Fund shall collectively constitute a single and indivisible current account with respect to the series' obligations to the Custodian, or its assignee, and balances in such Principal Accounts shall be available for satisfaction of the series' obligations under this Section 7. 8. SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Subject to the provisions hereinafter set forth in this Section 8, the Fund hereby authorizes the Custodian to utilize Securities Depositories to act on behalf of the Fund and to appoint from time to time and to utilize Subcustodians. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form, in accordance with 13 (a) governmental regulations, (b) rules of Securities Depositories and clearing agencies, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Instructions. 8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Custodian may deposit and/or maintain, either directly or through one or more agents appointed by the Custodian, Investments of the Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank or of the Securities and Exchange Commission. The Custodian may, at any time and from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States. 8.2 FOREIGN SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Unless instructed otherwise by the Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S. Securities Depository provided such Securities Depository meets the requirements of an "eligible securities depository" under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation ("Rule 17f-7") or which by order of the Securities and Exchange Commission is exempted therefrom. Prior to the time that securities are placed with such depository, but subject to the provisions of Section 8.2.4 below, the Custodian shall have prepared an assessment of the custody risks associated with maintaining assets with the Securities Depository and shall have established a system to monitor such risks on a continuing basis in accordance with Subsection 8.2.3 of this Section and Rule 17f-7. Additionally, the Custodian may, at any time and from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Rule 17f-5 or which by order of the Securities and Exchange Commission is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund outside the United States. Such appointment of foreign Subcustodians shall be subject to approval of the Fund or the Foreign Custody Manager in accordance with Subsections 8.2.1 and 8.2.2 hereof, and use of non-U.S. Securities Depositories shall be subject to the terms of Subsections 8.2.3 and 8.2.4 hereof. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the authorization of the Fund to invest in such country. 14 8.2.1 BOARD APPROVAL OF FOREIGN SUBCUSTODIANS. Unless and except to the extent that the Board has delegated to and the Custodian has accepted delegation of review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.2.2, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees of the Fund with respect to (a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such approval to be signed by an Authorized Person. 8.2.2 DELEGATION OF BOARD REVIEW OF SUBCUSTODIANS. From time to time, the Custodian may agree to perform certain reviews of Subcustodians and of Subcustodian Contracts as delegate of the Fund's Board. In such event, the Custodian's duties and obligations with respect to this delegated review will be performed in accordance with the terms of the attached 17f-5 Delegation Schedule to this Agreement. 8.2.3 MONITORING AND RISK ASSESSMENT OF SECURITIES DEPOSITORIES. Prior to the placement of any assets of the Fund with a non-U.S. Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative an assessment of the custody risks associated with maintaining assets within such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Fund or its Investment Adviser of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use reasonable care and may rely on such reasonable sources of information. It is acknowledged that information procured through some sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with reasonable care, prudence and diligence. The risk assessment shall be provided to the Fund or its Investment Adviser by such means as the Custodian shall reasonably establish. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information. 8.3 RESPONSIBILITY FOR SUBCUSTODIANS. The Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that under the terms set forth in the subcustodian agreement between the Custodian and the Subcustodian, the Subcustodian has failed to perform in accordance with the standard of conduct imposed under such subcustodian agreement as determined in accordance with the law which is adjudicated to govern such agreement and in accordance with any determination of any court as to the duties of said Subcustodian pursuant to said agreement. The Custodian shall also be liable to the Fund for its own negligence in connection with the delivery of any securities or funds held by it to any Subcustodian. 8.4 NEW COUNTRIES. The Fund shall be responsible for informing the Custodian sufficiently in advance of a 15 proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. The Custodian shall provide the Fund prompt notice if it receives Instruction with respect to a security to be settled in a country for which a Subcustodian has not been appointed or if the Custodian has appointed such an agent and at the request of the Fund, the Custodian agrees to remove any security held on behalf of the Fund by such an agent to a Subcustodian. Under such circumstances, the Custodian shall collect income and respond to corporate developments on a best efforts basis. 9. RESPONSIBILITY OF THE CUSTODIAN. In performing its duties and obligations hereunder, the Custodian shall use reasonable care, prudence and diligence in carrying out the provisions of this Agreement, provided that the Custodian shall not be required to take any action that would be in contravention of Applicable Law. Subject to the specific provisions of this Section, the Custodian shall be liable for any direct damage or expense incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful misconduct. In no event shall the Custodian be liable hereunder for any special or punitive damages or for losses attributable to the diminution in the enterprise value of the Fund or damage to reputation arising out of, pursuant to or in connection with this Agreement even if the Custodian has been advised of the possibility of such damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's Investments or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer. 9.1 LIMITATIONS OF PERFORMANCE. The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of the following causes: 16 9.1.1 FORCE MAJEURE. FORCE MAJEURE shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Subcustodian of its obligations under its Subcustody Agreement or by any other agent of the Custodian or the Subcustodian, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian. 9.1.2 COUNTRY RISK. COUNTRY RISK shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets. 9.1.3 SOVEREIGN RISK. SOVEREIGN RISK shall mean, in respect of any jurisdiction, including the United States of America, where Investments are acquired or held hereunder or under a Subcustody Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investments by any Governmental Authority, whether de facto or de jure, (iv) any devaluation or revaluation of the currency, (d) the imposition of taxes, levies or other charges affecting Investments, (vi) any change in the Applicable Law, or (e) any other economic or political risk incurred or experienced beyond the Custodian's control. 9.2. LIMITATIONS ON LIABILITY. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes: 9.2.1 FAILURE OF THIRD PARTIES. The failure of any third party including: (a) any issuer of Investments or book-entry or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Adviser, Foreign Custody Manager (if not the Custodian) or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian. 9.2.2 INFORMATION SOURCES. The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has, complied with its standard of care under this Agreement and relied upon such information in good faith, or for the failure of any commercially reasonable information provider. 17 9.2.3 RELIANCE ON INSTRUCTION. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund's Declaration of Trust, Certificate of Trust By-laws, Applicable Law, or actions by the trustees, directors or shareholders of the Fund. 9.2.4 RESTRICTED SECURITIES. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of the Fund. 10. INDEMNIFICATION. The Fund hereby indemnifies the Custodian and each Subcustodian, and their respective agents, nominees and the partners, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement and any Instruction, except such as may arise from its or any of its agent's breach of the relevant standard of care set forth in this Agreement. If a Subcustodian or any other person indemnified under the preceding sentence gives written notice of a claim to the Custodian, the Custodian shall promptly give written notice to the Fund. 11. REPORTS AND RECORDS. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement and as required by the 1940 Act and rules and regulations thereunder and under applicable federal and state laws. All such records shall be the property of the Fund and, in the event of the termination of this Agreement, shall be delivered to the successor custodian; 11.2 make available to the Fund, its auditors, counsel, agents and employees, during regular business hours of the Custodian, upon reasonable request , all records maintained by the Custodian pursuant to paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein. 12. MISCELLANEOUS. 12.1 PROXIES, ETC. The Fund will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable for the Custodian to provide, or to cause 18 any Subcustodian to provide, in its performance of custody services. 12.2 ENTIRE AGREEMENT. Except as specifically provided herein, this Agreement constitutes the entire agreement between each Fund listed from an Appendix A hereto, as amended from time to time, severally and not jointly, and the Custodian with respect to the subject matter hereof. Accordingly, this Agreement supersedes any custody agreement or other oral or written agreements heretofore in effect between the Fund and the Custodian with respect to the custody of the Fund's Investments. Appendix A may be amended by Pioneer Investment Management, Inc. from time to time to add any additional Funds with the consent of the Custodian 12.3 WAIVER AND AMENDMENT. No provision of this Agreement may be waived, amended or modified, and no addendum or appendix to this Agreement shall be or become effective, or be waived, amended or modified, except by an instrument in writing executed by the party against which enforcement of such waiver, amendment or modification is sought; provided, however, that an Instruction shall, whether or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith. 12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE FEDERAL COURTS LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS. 12.5 NOTICES. Notices and other writings contemplated by this Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid, return receipt requested, (c) by a nationally recognized overnight courier, or (d) by facsimile transmission, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows: If to the Fund: c/o Pioneer Investment Management, Inc. 60 State Street Boston, MA 02109 Attention: General Counsel Telephone: (617) 422-4980 Facsimile: (617) 422-4223 and 19 [Fund Name] 60 State Street Boston, MA 02109 Attention: Vin____________ Treasurer Telephone: (781) Facsimile: (781) If to the Custodian: Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109 Attn: Manager, Securities Department Telephone: (617) 772-1818 Facsimile: (617) 772-2263, or such other address as the Fund or the Custodian may have designated in writing to the other. 12.6 HEADINGS. Paragraph headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. 12.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by the Fund and the Custodian. 12.8 CONFIDENTIALITY. The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law. 12.9 COUNSEL. In fulfilling its duties hereunder, the Custodian shall be entitled to receive and act upon the 20 advice of (i) counsel regularly retained by the Custodian in respect of such matters, (ii) counsel for the Fund or (iii) such counsel as the Fund and the Custodian may agree upon, with respect to all matters, and the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice. 12.10 CONFLICT. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interests of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian's and/or its associates' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders. 13. DEFINITIONS. The following defined terms will have the respective meanings set forth below. 13.1 ADVANCE shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include amounts paid to third parties for account of the Fund or in discharge of any expense, tax or other item payable by the Fund. 13.2 AGENCY ACCOUNT(S) shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1. 13.3 AGENT(S) shall have the meaning set forth in the last sentence of Section 6. 13.4 APPLICABLE LAW shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations licenses and permits; and (c) judgments, decrees, injunctions 21 writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction. 13.5 AUTHORIZED PERSON(S) shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1. 13.6 BOOK-ENTRY AGENT(S) shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar. 13.7 CLEARING CORPORATION shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market. 13.8 DELEGATION AGREEMENT shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5. 13.9 FOREIGN CUSTODY MANAGER shall mean the Fund's foreign custody manager appointed pursuant to Rule 17f-5 of the 1940 Act. 13.10 FOREIGN FINANCIAL REGULATORY AUTHORITY shall have the meaning given by Section 2(a)(50) of the 1940 Act. 13.11 FUNDS TRANSFER SERVICES SCHEDULE shall mean any separate schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund. 13.12 GLOBAL CUSTODY NETWORK LISTING shall mean the Countries and Subcustodians approved for Investments in non-U.S. Markets. 13.13 INSTRUCTION(S) shall have the meaning assigned in Section 4. 13.14 INVESTMENT ADVISER shall mean any person or entity who is an Authorized Person to give Instructions with respect to the investment and reinvestment of the Fund's Investments. 13.15 INVESTMENT(S) shall mean any investment asset of the Fund, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets. 13.16 MARGIN ACCOUNT shall have the meaning set forth in Section 6.4 hereof. 13.17 PRINCIPAL ACCOUNT(S) shall mean deposit accounts of the Fund carried on the books of BBH&Co. as principal in accordance with Section 7. 22 13.18 SAFEKEEPING ACCOUNT shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian. 13.19 SECURITIES DEPOSITORY shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the definitional requirements of Rule 17f-7 under the 1940 Act. 13.20 SUBCUSTODIAN(S) shall mean each foreign bank appointed by the Custodian pursuant to Section 8, but shall not include Securities Depositories. 13.21 TRI-PARTY AGREEMENT shall have the meaning set forth in Section 6.4 hereof. 13.22 1940 ACT shall mean the Investment Company Act of 1940, as amended.. 14. COMPENSATION. The Fund agrees to pay to the Custodian (a) a fee in an amount set forth in the fee letter between the Fund and the Custodian in effect on the date hereof or as amended from time to time, and (b) all out-of-pocket expenses incurred by the Custodian in connection with this Agreement, including the fees and expenses of all Subcustodians, and payable from time to time. Amounts payable by the Fund under and pursuant to this Section 14 shall be payable by wire transfer to the Custodian at BBH&Co. in New York, New York. 15. TERMINATION. This Agreement may be terminated by either party in accordance with the provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement. 15.1 NOTICE AND EFFECT. This Agreement may be terminated by either party by written notice effective no sooner than seventy-five (75) consecutive calendar days following the date that notice to such effect shall be delivered to other party at its address set forth in paragraph 12.5 hereof. 15.2 SUCCESSOR CUSTODIAN. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Fund held by the Custodian or any Subcustodian shall be delivered to the successor custodian in 23 accordance with reasonable Instructions. The Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Fund's Investments in accordance with Instructions. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written. BROWN BROTHERS HARRIMAN & CO. EACH FUND LISTED ON APPENDIX A HERETO, SEVERALLY AND NOT JOINTLY By: /s/ Stokley P. Towles By: /s/ David D. Tripple Name: Stokley P. Towles Name: David D. Tripple Title: Partner Title: Executive Vice President of each Fund Date: August 20, 2001 Date: 24 FUNDS TRANSFER SERVICES SCHEDULE TO CUSTODIAN AGREEMENT 1. EXECUTION OF PAYMENT ORDERS. Brown Brothers Harriman & Co. (the Custodian) is hereby instructed by Pioneer Investment Management, Inc. (the Company) to execute each payment order, whether denominated in United States dollars or other applicable currencies, received by the Custodian in the Company's name as sender and authorized and confirmed by an Authorized Person as defined in a Custodian Agreement dated as of July 1, 2001 by and between the Custodian and the Company, as amended or restated from time thereafter (the Agreement), provided that the Company has sufficient available funds on deposit in a Principal Account as defined in the Agreement and provided that the order (i) is received by the Custodian in the manner specified in this Funds Transfer Services Schedule or any amendment hereafter; (ii) complies with any written instructions and restrictions of the Company as set forth in this Funds Transfer Services Schedule or any amendment hereafter; (iii) is authorized by the Company or is verified by the Custodian in compliance with a security procedure set forth in Paragraph 2 below for verifying the authenticity of a funds transfer communication sent to the Custodian in the name of the Company or for the detection of errors set forth in any such communication; and (iv) contains sufficient data to enable the Custodian to process such transfer. 2. SECURITY PROCEDURE. The Company hereby elects to use the procedure selected below as its security procedure (the Security Procedure). The Security Procedure will be used by the Custodian to verify the authenticity of a payment order or a communication amending or canceling a payment order. The Custodian will act on instructions received provided the instruction is authenticated by the Security Procedure. The Company agrees and acknowledges in connection with (i) the size, type and frequency of payment orders normally issued or expected to be issued by the Company to the Custodian, (ii) all of the security procedures offered to the Company by the Custodian, and (iii) the usual security procedures used by customers and receiving banks similarly situated, that authentication through the Security Procedure shall be deemed commercially reasonable for the authentication of all payment orders submitted to the Custodian. The Company hereby elects (PLEASE CHOOSE ONE) the following Security Procedure as described below: [ ] BIDS AND BIDS WORLDVIEW PAYMENT PRODUCTS. BIDS and BIDS Worldview Payment Products, are on-line payment order authorization facilities with built-in authentication procedures. The Custodian and the Company shall each be responsible for maintaining the confidentiality of passwords or other codes to be used by them in connection with BIDS. The Custodian will act on instructions received through BIDS without duty of further confirmation unless the Company notifies the Custodian that its password is not secure. [X] SWIFT. Primary Method the Custodian and the Company shall comply with SWIFT's authentication procedures. The Custodian will act on instructions received via SWIFT provided the instruction is authenticated by the SWIFT system. [ ] TESTED TELEX. The Custodian will accept payment orders sent by tested telex, provided the test key matches the algorithmic key the Custodian and Company have agreed to use. [ ] COMPUTER TRANSMISSION. The Custodian is able to accept transmissions sent from the Company's computer facilities to the Custodian's computer facilities provided such transmissions are encrypted and digitally certified or are otherwise authenticated in a reasonable manner based on available technology. Such procedures shall be established in an operating protocol between the Custodian and the Company. [X] TELEFAX INSTRUCTIONS. Back-Up Method A payment order transmitted to the Custodian by telefax transmission shall transmitted by the Company to a telephone number specified from time to time by the Custodian for such purposes. If it detects no discrepancies, the Custodian will then either: 1. If the telefax requests a repetitive payment order, the Custodian may call the Company at its last known telephone number, request to speak to the Company or Authorized Person, and confirm the authorization and the details of the payment order (a "Callback"); or 2. If the telefax requests a non-repetitive order, the Custodian will perform a Callback. All faxes must be accompanied by a fax cover sheet which indicates the sender's name, company name, telephone number, fax number, number of pages, and number of transactions or instructions attached. 25 [ ] TELEPHONIC. Alternative Back-Up Method A telephonic payment order shall be called into the Custodian at the telephone number designated from time to time by the Custodian for that purpose. The caller shall identify herself/himself as an Authorized Person. The Custodian shall obtain the payment order data from the caller. The Custodian shall then: 1. If a telephonic repetitive payment order, the Custodian may perform a Callback; or 2. If a telephonic non-repetitive payment order, the Custodian will perform a Callback. In the event the Company chooses a procedure which is not a Security Procedure as described above, the Company agrees to be bound by any payment order (whether or not authorized) issued in its name and accepted by the Custodian in compliance with the procedure selected by the Company. 3. REJECTION OF PAYMENT ORDERS. The Custodian shall give the Company timely notice of the Custodian's rejection of a payment order. Such notice may be given in writing or orally by telephone, each of which is hereby deemed commercially reasonable. In the event the Custodian fails to execute a properly executable payment order and fails to give the Company notice of the Custodian's non-execution, the Custodian shall be liable only for the Company's actual damages and only to the extent that such damages are recoverable under UCC 4A (as defined in Paragraph 7 below). Notwithstanding anything in this Funds Transfer Services Schedule and the Agreement to the contrary, the Custodian shall in no event be liable for any consequential or special damages under this Funds Transfer Services Schedule, whether or not such damages relate to services covered by UCC 4A, even if the Custodian has been advised of the possibility of such damages. Whenever compensation in the form of interest is payable by the Custodian to the Company pursuant to this Funds Transfer Services Schedule, such compensation will be payable at the rate specified in UCC 4A. 4. CANCELLATION OF PAYMENT ORDERS. The Company may cancel a payment order but the Custodian shall have no liability for the Custodian's failure to act on a cancellation instruction unless the Custodian has received such cancellation instruction at a time and in a manner affording the Custodian reasonable opportunity to act prior to the Custodian's execution of the order. Any cancellation shall be sent and confirmed in the manner set forth in Paragraph 2 above. 5. RESPONSIBILITY FOR THE DETECTION OF ERRORS AND UNAUTHORIZED PAYMENT ORDERS. Except as may be provided, the Custodian is not responsible for detecting any Company error contained in any payment order sent by the Company to the Custodian. In the event that the Company's payment order to the Custodian either (i) identifies the beneficiary by both a name and an identifying or bank account number and the name and number identify different persons or entities, or (ii) identifies any bank by both a name and an identifying number and the number identifies a person or entity different from the bank identified by name, execution of the payment order, payment to the beneficiary, cancellation of the payment order or actions taken by any bank in respect of such payment order may be made solely on the basis of the number. The Custodian shall not be liable for interest on the amount of any payment order that was not authorized or was erroneously executed unless the Company so notifies the Custodian within thirty (30) business days following the Company's receipt of notice that such payment order had been processed. If a payment order in the name of the Company and accepted by the Custodian was not authorized by the Company, the liability of the parties will be governed by the applicable provisions of UCC 4A. 6. LAWS AND REGULATIONS. The rights and obligations of the Custodian and the Company with respect to any payment order executed pursuant to this Funds Transfer Services Schedule will be governed by any applicable laws, regulations, circulars and funds transfer system rules, the laws and regulations of the United States of America and of other relevant countries including exchange control regulations and limitations on dealings or other sanctions, and including without limitation those sanctions imposed under the law of the United States of America by the Office of Foreign Assets Control. Any taxes, fines, costs, charges or fees imposed by relevant authorities on such transactions shall be for the account of the Company. 7. MISCELLANEOUS. All accounts opened by the Company or its authorized agents at the Custodian subsequent to the date hereof shall be governed by this Funds Transfer Schedule. All terms used in this Funds Transfer Services Schedule shall have the meaning set forth in Article 4A of the Uniform Commercial Code as currently in effect in the State of New York (UCC 4A) unless otherwise set forth herein. The terms and conditions of this Funds Transfer Services Schedule are in addition to, and do not modify or otherwise affect, the terms and conditions of the Agreement and any other agreement or arrangement between the parties hereto. 26 8. INDEMNIFICATION. The Custodian does not recommend the sending of instructions by telefax or telephonic means as provided in Paragraph 2. BY ELECTING TO SEND INSTRUCTIONS BY TELEFAX OR TELEPHONIC MEANS, THE COMPANY AGREES TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES THEREFROM. --------------------------------------------- OPTIONAL: The Custodian will perform a Callback if instructions are sent by telefax or telephonic means as provided in Paragraph 2. THE COMPANY MAY, AT ITS OWN RISK AND BY HEREBY AGREEING TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES THEREFROM OTHER THAN LOSSES RESULTING FROM THE CUSTODIANS OWN NEGLIGENCE OR WILLFUL DEFAULT, ELECT TO WAIVE A CALLBACK BY THE CUSTODIAN BY INITIALLING HERE:____ --------------------------------------------- Pioneer Investment Management, Inc. is a member of the UniCredit Italian Banking Group, register of banking groups. Accepted and agreed: BROWN BROTHERS HARRIMAN & CO. EACH OF THE FUNDS LISTED ON APPENDIX A HERETO, AS AMENDED FROM TIME TO TIME By: /s/ Stokley P. Towles By: /s/ David D. Tripple Name: Stokley P. Towles Name: David D. Tripple Title: Partner Title: Executive Vice President Date: August 20, 2001 Date: 27 17F-5 DELEGATION SCHEDULE By its execution of this Delegation Schedule dated as of July 1, 2001. Each Fund listed on Appendix A hereto, as amended from time to time, severally and not jointly, each of which is a management investment company registered with the Securities and Exchange Commission (the "Commission") under the Investment Company Act of 1940, as amended, (the "1940 Act"), acting through its Board of Trustees or its duly appointed representative (each a "Fund"), hereby appoints BROWN BROTHERS HARRIMAN & CO., a New York limited partnership with an office in Boston, Massachusetts (the "Delegate") as its delegate to perform certain functions with respect to the custody of Fund's Assets outside the United States. 1. MAINTENANCE OF FUND'S ASSETS ABROAD. The Fund, acting through its Board of Trustees or its duly authorized representative, hereby instructs Delegate pursuant to the terms of the Custodian Agreement dated as of the date hereof executed by and between the Fund and the Delegate (the "Custodian Agreement") to place and maintain the Fund's Assets in countries outside the United States in accordance with Instructions received from the Fund's Investment Adviser. Such instruction shall represent a Proper Instruction under the terms of the Custodian Agreement. The Fund acknowledges that: (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as Foreign Custody Manager as indicated on your Global Custody Network Listing; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services. 2. DELEGATION. Pursuant to the provisions of Rule 17f-5 under the 1940 Act as amended, the Board hereby delegates to the Delegate, and the Delegate hereby accepts such delegation and agrees to 1 perform, only those duties set forth in this Delegation Schedule concerning the safekeeping of the Fund's Assets in each of the countries as to which it acts as the Board's delegate. The Fund appoints the Delegate as the Fund's "Foreign Custody Manager" as such term is used in Rule 17f-5 under the 1940 Act. The Delegate is hereby authorized to take such actions on behalf of or in the name of the Fund as are reasonably required to discharge its duties under this Delegation Schedule, including, without limitation, to cause the Fund's Assets to be placed with a particular Eligible Foreign Custodian in accordance herewith. 3. SELECTION OF ELIGIBLE FOREIGN CUSTODIAN AND CONTRACT ADMINISTRATION. The Delegate shall perform the following duties with respect to the selection of Eligible Foreign Custodians and administration of certain contracts governing the Fund's foreign custodial arrangements: (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIAN. The Delegate shall place and maintain the Fund's Assets with an Eligible Foreign Custodian; PROVIDED that the Delegate shall have determined that the Fund's Assets will be subject to reasonable care based on the standards applicable to custodians in the relevant market after considering all factors relevant to the safekeeping of such assets including without limitation: (i) The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and the security and data protection practices; (ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Fund's Assets; (iii) The Eligible Foreign Custodian's general reputation and standing; and (iv) Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of such Eligible Foreign Custodian in the United States or such Eligible Foreign Custodian's appointment of an agent for service of process in the United States or consent to jurisdiction in the United States. (b) CONTRACT ADMINISTRATION. The Delegate shall cause that the foreign custody arrangements with an Eligible Foreign Custodian shall be governed by a written contract that the Delegate 2 has determined will provide reasonable care for Fund assets based on the standards specified in paragraph (c)(1) of Rule 17f-5 under the 1940 Act . Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide: (i) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect the Fund against the risk of loss of assets held in accordance with such contract; (ii) That the Fund's Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Custodian arising under bankruptcy, insolvency or similar laws; (iii) That beneficial ownership of the Fund's Assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) That adequate records will be maintained identifying the Fund's Assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) That the Fund's independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and (vi) That the Delegate will receive sufficient and timely periodic reports with respect to the safekeeping of the Fund's Assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing the Fund's Assets. Such contract may contain, in lieu of any or all of the provisions specified in this Section 3 (b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Fund's Assets as the specified provisions, in their entirety. (c) LIMITATION TO DELEGATED SELECTION. Notwithstanding anything in this Delegation Schedule to the contrary, the duties under this Section 3 shall apply only to Eligible Foreign Custodians selected by the Delegate and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Section 7. 4. MONITORING. The Delegate shall establish a system to monitor at reasonable 3 intervals (but at least annually) the appropriateness of maintaining the Fund's Assets with each Eligible Foreign Custodian that has been selected by the Delegate pursuant to Section 3 of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of placement of the Fund's Assets in accordance with the criteria established under Section 3(a) of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of the contract governing the Fund's arrangements in accordance with the criteria established under Section 3(b) of this Delegation Schedule. 5. REPORTING. At least annually and more frequently as mutually agreed between the parties, the Delegate shall provide to the Board written reports specifying placement of the Fund's Assets with each Eligible Foreign Custodian selected by the Delegate pursuant to Section 3 of this Delegation Schedule and shall promptly report as to any material changes to such foreign custody arrangements. Delegate will prepare such a report with respect to any Eligible Foreign Custodian that the Delegate has been instructed to use pursuant to Section 7 only to the extent specifically agreed with respect to the particular situation. 6. WITHDRAWAL OF FUND'S ASSETS. If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under Section 3 of this Delegation Schedule no longer meets the requirements of said Section, Delegate shall withdraw the Fund's Assets from the non-complying arrangement as soon as reasonably practicable; PROVIDED, however, that if in the reasonable judgment of the Delegate, such withdrawal would require liquidation of any of the Fund's Assets or would materially impair the liquidity, value or other investment characteristics of the Fund's Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Proper Instructions with respect to such liquidation or other withdrawal. 7. DIRECTION AS TO ELIGIBLE FOREIGN CUSTODIAN. Notwithstanding this Delegation Schedule, the Fund, acting through its Board, its Investment Adviser or its other authorized representative, may direct the Delegate to place and maintain the Fund's Assets with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which the Custodian will not provide delegation services. In such event, the Delegate shall be entitled to rely on any such instruction as a Proper Instruction under the terms of the Custodian Agreement and shall have no duties under this Delegation Schedule with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance. 4 8. STANDARD OF CARE. In carrying out its duties under this Delegation Schedule, the Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for safekeeping the Fund's Assets would exercise. 9. REPRESENTATIONS.The Delegate hereby represents and warrants that it is a U.S. Bank and that this Delegation Schedule has been duly authorized, executed and delivered by the Delegate and is a legal, valid and binding agreement of the Delegate. The Fund hereby represents and warrants that its Board of Trustees has determined that it is reasonable to rely on the Delegate to perform the delegated responsibilities provided for herein and that this Delegation Schedule has been duly authorized, executed and delivered by the Fund and is a legal, valid and binding agreement of the Fund. 10. EFFECTIVENESS; TERMINATION. This Delegation Schedule shall be effective as of the date on which this Delegation Schedule shall have been accepted by the Delegate, as indicated by the date set forth below the Delegate's signature. This Delegation Schedule may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Such termination shall be effective on the 30th day following the date on which the non-terminating party shall receive the foregoing notice. The foregoing to the contrary notwithstanding, this Delegation Schedule shall be deemed to have been terminated concurrently with the termination of the Custodian Agreement. 11. NOTICES.Notices and other communications under this Delegation Schedule are to be made in accordance with the arrangements designated for such purpose under the Custodian Agreement unless otherwise indicated in a writing referencing this Delegation Schedule and executed by both parties. 12. DEFINITIONS. Capitalized terms in this Delegation Schedule have the following meanings: a. ELIGIBLE FOREIGN CUSTODIAN - shall have the meaning set forth in Rule 17f-5(a)(1) and shall also include a U.S. Bank. b. FUND'S ASSETS - shall mean any of the Fund's investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund's transactions in such investments. 5 c. PROPER INSTRUCTIONS - shall have the meaning set forth in the Custodian Agreement. d. SECURITIES DEPOSITORY - shall have the meaning set forth in Rule 17f-7. e. SOVEREIGN RISK - shall have the meaning set forth in Section [6.3] of the Custodian Agreement. f . U.S. BANK - shall mean a bank which qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the Act. 13. GOVERNING LAW AND JURISDICTION. This Delegation Schedule shall be construed in accordance with the laws of the Commonwealth of Massachusetts. The parties hereby submit to the exclusive jurisdiction of the Federal courts sitting in the Commonwealth of Massachusetts or of the state courts of such Commonwealth. 14. FEES. Delegate shall perform its functions under this Delegation Schedule for the compensation determined under the Custodian Agreement. 15. INTEGRATION. This Delegation Schedule sets forth all of the Delegate's duties with respect to the selection and monitoring of Eligible Foreign Custodians, the administration of contracts with Eligible Foreign Custodians, the withdrawal of assets from Eligible Foreign Custodians and the issuance of reports in connection with such duties. The terms of the Custodian Agreement shall apply generally as to matters not expressly covered in this Delegation Schedule, including dealings with the Eligible Foreign Custodians in the course of discharge of the Delegate's obligations under the Custodian Agreement. 6 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written. BROWN BROTHERS HARRIMAN & CO. EACH FUND LISTED ON APPENDIX A By: /s/ Stokley P. Towles By: /s/ David D. Tripple Name: Stokley P. Towles Name: David D. Tripple Title: Partner Title: Executive Vice President 7 APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of July 1, 2001 The following is a list of Funds for which the Custodian shall serve under a Custodian Agreement dated as of July 1, 2001. PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY-INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL FINANCIALS FUND PIONEER GLOBAL HEALTH CARE FUND PIONEER GLOBAL TELECOMS FUND PIONEER GROWTH SHARES PIONEER HIGH YIELD FUND PIONEER VALUE FUND PIONEER INDEPENDENCE FUND PIONEER INDO-ASIA FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE-CAP VALUE FUND PIONEER LIMITED MATURITY BOND FUND PIONEER MICRO-CAP FUND PIONEER MID-CAP FUND PIONEER MID-CAP VALUE FUND PIONEER REAL ESTATE SHARES PIONEER SCIENCE & TECHNOLOGY FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX-FREE INCOME FUND PIONEER TAX-MANAGED FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EQUITY-INCOME VCT PORTFOLIO PIONEER EUROPE SELECT VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GLOBAL FINANCIALS VCT PORTFOLIO PIONEER GLOBAL HEALTH CARE VCT PORTFOLIO PIONEER GLOBAL TELECOMS VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID-CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE GROWTH VCT PORTFOLIO PIONEER SCIENCE & TECHNOLOGY VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER SWISS FRANC BOND VCT PORTFOLIO PIONEER INTERNATIONAL EQUITY FUND IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ David D. Trippel By: /s/ D.A. Donahue Name: David D. Tripple Name: D.A. Donahue Title: Executive Vice President Title: Partner APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of August 21, 2001 The following is a list of Funds for which the Custodian shall serve under a Custodian Agreement dated as of July 1, 2001. PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY-INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL FINANCIALS FUND PIONEER GLOBAL HEALTH CARE FUND PIONEER GLOBAL TELECOMS FUND PIONEER GROWTH SHARES PIONEER HIGH YIELD FUND PIONEER VALUE FUND PIONEER INDEPENDENCE FUND PIONEER INDO-ASIA FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE-CAP VALUE FUND PIONEER LIMITED MATURITY BOND FUND PIONEER MICRO-CAP FUND PIONEER MID-CAP FUND PIONEER MID-CAP VALUE FUND PIONEER REAL ESTATE SHARES PIONEER SCIENCE & TECHNOLOGY FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX-FREE INCOME FUND PIONEER TAX-MANAGED FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EQUITY-INCOME VCT PORTFOLIO PIONEER EUROPE SELECT VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GLOBAL FINANCIALS VCT PORTFOLIO PIONEER GLOBAL HEALTH CARE VCT PORTFOLIO PIONEER GLOBAL TELECOMS VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID-CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE GROWTH VCT PORTFOLIO PIONEER SCIENCE & TECHNOLOGY VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER SWISS FRANC BOND VCT PORTFOLIO PIONEER INTERNATIONAL EQUITY FUND PIONEER LONG/SHORT FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GLOBAL VALUE FUND IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ David D. Tripple By: /s/ D.A. Donahue Name: David D. Tripple Name: D.A. Donahue Title: Executive Vice President Title: Partner APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of November 13, 2001 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL FINANCIALS FUND PIONEER GLOBAL HEALTH CARE FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GLOBAL TELECOMS FUND PIONEER GLOBAL VALUE FUND PIONEER GROWTH SHARES PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INDO-ASIA FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP VALUE FUND PIONEER LIMITED MATURITY BOND FUND PIONEER LONG/SHORT FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER REAL ESTATE SHARES PIONEER SCIENCE & TECHNOLOGY FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER TAX MANAGED FUND PIONEER VALUE FUND PIONEER WORLD EQUITY FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER EUROPE SELECT VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GLOBAL FINANCIALS VCT PORTFOLIO PIONEER GLOBAL HEALTH CARE VCT PORTFOLIO PIONEER GLOBAL TELECOMS VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE GROWTH VCT PORTFOLIO PIONEER SCIENCE & TECHNOLOGY VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER SWISS FRANC BOND VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ Stokley P. Towles Name: Dorothy E. Bourassa Name: Stokley P. Towles Title: Assistant [Secretary] Title: Partner APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of December 14, 2001 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL CONSUMERS FUND PIONEER GLOBAL ENERGY & UTILITIES FUND PIONEER GLOBAL FINANCIALS FUND PIONEER GLOBAL HEALTH CARE FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GLOBAL INDUSTRIALS FUND PIONEER GLOBAL TELECOMS FUND PIONEER GLOBAL VALUE FUND PIONEER GROWTH SHARES PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP VALUE FUND PIONEER LONG/SHORT FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER REAL ESTATE SHARES PIONEER SCIENCE & TECHNOLOGY FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER TAX MANAGED FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER EUROPE SELECT VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GLOBAL CONSUMERS VCT PORTFOLIO PIONEER GLOBAL ENERGY & UTILITIES VCT PORTFOLIO PIONEER GLOBAL FINANCIALS VCT PORTFOLIO PIONEER GLOBAL HEALTH CARE VCT PORTFOLIO PIONEER GLOBAL INDUSTRIALS VCT PORTFOLIO PIONEER GLOBAL TELECOMS VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE GROWTH VCT PORTFOLIO PIONEER SCIENCE & TECHNOLOGY VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER SWISS FRANC BOND VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ Stokley P. Towles Name: Dorothy E. Bourassa Name: Stokley P. Towles Title: Assistant Secretary Title: Partner APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of September 3, 2002 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AGGRESSIVE GROWTH FUND PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER CORE EQUITY FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GLOBAL VALUE FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER LARGE CAP VALUE FUND PIONEER LONG/SHORT FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER REAL ESTATE SHARES PIONEER SCIENCE & TECHNOLOGY FUND PIONEER SMALL CAP GROWTH FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER GLOBAL VALUE VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SCIENCE & TECHNOLOGY VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ John F. Cogan, Jr. By: /s/ Stokley P. Towles Name: John F. Cogan, Jr. Name: Stokley P. Towles Title: President Title: Partner APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of January 27, 2003 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AGGRESSIVE GROWTH FUND PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER CORE EQUITY FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GLOBAL VALUE FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER LARGE CAP VALUE FUND PIONEER LONG/SHORT FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER SMALL CAP GROWTH FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER GLOBAL VALUE VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER PROTECTED PRINCIPAL PLUS VCT PORTFOLIO PIONER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Assistant Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of July 8, 2003 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AGGRESSIVE GROWTH FUND PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER CORE EQUITY FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GLOBAL VALUE FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER LARGE CAP VALUE FUND PIONEER LONG/SHORT FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER SMALL CAP GROWTH FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER GLOBAL VALUE VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Assistant Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of September 29, 2003 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER CORE EQUITY FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER LONG/SHORT FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such open-end management investment company. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of October 1, 2003 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER CORE EQUITY FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER LONG/SHORT FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER OAK RIDGE LARGE CAP GROWTH FUND PIONEER OAK RIDGE SMALL CAP GROWTH FUND PIONEER PAPP STOCK FUND PIONEER PAPP SMALL AND MID CAP GROWTH FUND PIONEER PAPP AMERICA ABROAD FUND PIONEER PAPP AMERICA-PACIFIC RIM FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on its behalf. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of December 11, 2003 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER RESEARCH FUND PIONEER SELECT EQUITY FUND PIONEER OAK RIDGE LARGE CAP GROWTH FUND PIONEER OAK RIDGE SMALL CAP GROWTH FUND PIONEER PAPP STOCK FUND PIONEER PAPP SMALL AND MID CAP GROWTH FUND PIONEER PAPP AMERICA ABROAD FUND PIONEER PAPP AMERICA-PACIFIC RIM FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER OAK RIDGE LARGE CAP GROWTH VCT PORTFOLIO PIONEER PAPP AMERICA ABROAD VCT PORTFOLIO PIONEER PAPP SMALL AND MID CAP GROWTH VCT PORTFOLIO PIONEER PAPP STOCK VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on its behalf. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of December 19, 2003 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER RESEARCH FUND PIONEER SELECT EQUITY FUND PIONEER TAX ADVANTAGED BALANCED FUND PIONEER OAK RIDGE LARGE CAP GROWTH FUND PIONEER OAK RIDGE SMALL CAP GROWTH FUND PIONEER PAPP STOCK FUND PIONEER PAPP SMALL AND MID CAP GROWTH FUND PIONEER PAPP AMERICA ABROAD FUND PIONEER PAPP AMERICA-PACIFIC RIM FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER OAK RIDGE LARGE CAP GROWTH VCT PORTFOLIO PIONEER PAPP AMERICA ABROAD VCT PORTFOLIO PIONEER PAPP SMALL AND MID CAP GROWTH VCT PORTFOLIO PIONEER PAPP STOCK VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on its behalf. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of January 30, 2004 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER RESEARCH FUND PIONEER SELECT EQUITY FUND PIONEER TAX ADVANTAGED BALANCED TRUST PIONEER OAK RIDGE LARGE CAP GROWTH FUND PIONEER OAK RIDGE SMALL CAP GROWTH FUND PIONEER PAPP STOCK FUND PIONEER PAPP SMALL AND MID CAP GROWTH FUND PIONEER PAPP AMERICA ABROAD FUND PIONEER PAPP AMERICA-PACIFIC RIM FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER OAK RIDGE LARGE CAP GROWTH VCT PORTFOLIO PIONEER PAPP AMERICA ABROAD VCT PORTFOLIO PIONEER PAPP SMALL AND MID CAP GROWTH VCT PORTFOLIO PIONEER PAPP STOCK VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on its behalf. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of March 2, 2004 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CASH RESERVES FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER RESEARCH FUND PIONEER SELECT EQUITY FUND PIONEER SELECT VALUE FUND PIONEER TAX ADVANTAGED BALANCED TRUST PIONEER OAK RIDGE LARGE CAP GROWTH FUND PIONEER OAK RIDGE SMALL CAP GROWTH FUND PIONEER PAPP STOCK FUND PIONEER PAPP SMALL AND MID CAP GROWTH FUND PIONEER PAPP AMERICA ABROAD FUND PIONEER PAPP AMERICA-PACIFIC RIM FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER OAK RIDGE LARGE CAP GROWTH VCT PORTFOLIO PIONEER PAPP AMERICA PACIFIC RIM VCT PORTFOLIO PIONEER PAPP SMALL AND MID CAP GROWTH VCT PORTFOLIO PIONEER PAPP STRATEGIC GROWTH VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on its behalf. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of August 4, 2004 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CALIFORNIA TAX FREE INCOME FUND PIONEER CASH RESERVES FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER IBBOTSON AGGRESSIVE ALLOCATION FUND PIONEER IBBOTSON GROWTH ALLOCATION FUND PIONEER IBBOTSON MODERATE ALLOCATION FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER RESEARCH FUND PIONEER SELECT EQUITY FUND PIONEER SELECT VALUE FUND PIONEER SHORT TERM INCOME FUND PIONEER TAX ADVANTAGED BALANCED TRUST PIONEER OAK RIDGE LARGE CAP GROWTH FUND PIONEER OAK RIDGE SMALL CAP GROWTH FUND PIONEER PAPP STOCK FUND PIONEER PAPP SMALL AND MID CAP GROWTH FUND PIONEER PAPP AMERICA ABROAD FUND PIONEER PAPP AMERICA-PACIFIC RIM FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER OAK RIDGE LARGE CAP GROWTH VCT PORTFOLIO PIONEER PAPP AMERICA PACIFIC RIM VCT PORTFOLIO PIONEER PAPP SMALL AND MID CAP GROWTH VCT PORTFOLIO PIONEER PAPP STRATEGIC GROWTH VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on its behalf. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director APPENDIX A TO CUSTODIAN AGREEMENT BETWEEN BROWN BROTHERS HARRIMAN & CO. AND EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX "A" THERETO Dated as of August 17, 2004 The following is a list of Funds for which the Custodian shall serve under the Custodian Agreement dated as of July 1, 2001 (the "Agreement"): PIONEER AMERICA INCOME TRUST PIONEER BALANCED FUND PIONEER BOND FUND PIONEER CALIFORNIA TAX FREE INCOME FUND PIONEER CASH RESERVES FUND PIONEER EMERGING GROWTH FUND PIONEER EMERGING MARKETS FUND PIONEER EQUITY INCOME FUND PIONEER EUROPE FUND PIONEER EUROPE SELECT FUND PIONEER FUND PIONEER GLOBAL HIGH YIELD FUND PIONEER GROWTH OPPORTUNITIES FUND PIONEER GROWTH SHARES PIONEER HIGH INCOME TRUST PIONEER HIGH YIELD FUND PIONEER IBBOTSON AGGRESSIVE ALLOCATION FUND PIONEER IBBOTSON GROWTH ALLOCATION FUND PIONEER IBBOTSON MODERATE ALLOCATION FUND PIONEER INDEPENDENCE FUND PIONEER INTEREST SHARES PIONEER INTERNATIONAL EQUITY FUND PIONEER INTERNATIONAL VALUE FUND PIONEER LARGE CAP GROWTH FUND PIONEER MID CAP GROWTH FUND PIONEER MID CAP VALUE FUND PIONEER MUNICIPAL BOND FUND PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PIONEER PROTECTED PRINCIPAL PLUS FUND PIONEER PROTECTED PRINCIPAL PLUS FUND II PIONEER REAL ESTATE SHARES PIONEER RESEARCH FUND PIONEER SELECT EQUITY FUND PIONEER SELECT VALUE FUND PIONEER SHORT TERM INCOME FUND PIONEER TAX ADVANTAGED BALANCED TRUST PIONEER TAX FREE MONEY MARKET FUND PIONEER OAK RIDGE LARGE CAP GROWTH FUND PIONEER OAK RIDGE SMALL CAP GROWTH FUND PIONEER PAPP STOCK FUND PIONEER PAPP SMALL AND MID CAP GROWTH FUND PIONEER PAPP AMERICA ABROAD FUND PIONEER PAPP AMERICA-PACIFIC RIM FUND PIONEER SMALL CAP VALUE FUND PIONEER SMALL COMPANY FUND PIONEER STRATEGIC INCOME FUND PIONEER TAX FREE INCOME FUND PIONEER VALUE FUND PIONEER AMERICA INCOME VCT PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER BOND VCT PORTFOLIO PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER EUROPE VCT PORTFOLIO PIONEER EQUITY INCOME VCT PORTFOLIO PIONEER FUND VCT PORTFOLIO PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO PIONEER GROWTH SHARES VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO PIONEER INTERNATIONAL VALUE VCT PORTFOLIO PIONEER MID CAP VALUE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO PIONEER OAK RIDGE LARGE CAP GROWTH VCT PORTFOLIO PIONEER PAPP AMERICA PACIFIC RIM VCT PORTFOLIO PIONEER PAPP SMALL AND MID CAP GROWTH VCT PORTFOLIO PIONEER PAPP STRATEGIC GROWTH VCT PORTFOLIO PIONEER REAL ESTATE SHARES VCT PORTFOLIO PIONEER SMALL CAP VALUE VCT PORTFOLIO PIONEER SMALL CAP VALUE II VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO PIONEER VALUE VCT PORTFOLIO IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on its behalf. Each of the open-end management BROWN BROTHERS HARRIMAN & CO. investment companies listed on this Appendix "A" By: /s/ Dorothy E. Bourassa By: /s/ James R. Kent Name: Dorothy E. Bourassa Name: James R. Kent Title: Secretary Title: Managing Director EX-99.(10)(A) 9 ex99_10a.txt PIONEER VARIABLE CONTRACTS TRUST CLASS II SHARES DISTRIBUTION PLAN CLASS II SHARES DISTRIBUTION PLAN, dated as of July 1, 1998 of PIONEER VARIABLE CONTRACTS TRUST, a Delaware statutory trust (the "Trust"), on behalf of each series of the Trust listed in SCHEDULE A hereto (each, a "Series"). WITNESSETH WHEREAS, the Trust is engaged in business as an open-end, diversified, management investment company and is registered under the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated thereunder, the "1940 Act"); WHEREAS, the Trust intends to distribute shares of beneficial interest (the "Class II Shares") of the Trust in accordance with Rule 12b-1 promulgated by the Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and desires to adopt this Class II Shares distribution plan (the "Class II Plan") as a plan of distribution pursuant to such Rule; WHEREAS, the Trust desires that Pioneer Funds Distributor, Inc., a Massachusetts corporation ("PFD"), provide certain distribution services for the Trust's Class II Shares in connection with the Class II Plan; WHEREAS, the Trust has entered into an underwriting agreement (in a form approved by the Trust's Board of Trustees in a manner specified in such Rule 12b-1) with PFD (the "Underwriting Agreement"); WHEREAS, the Trust also recognizes and agrees that (a) PFD may retain the services of firms or individuals to act as dealers or wholesalers (collectively, the "Dealers") of the Class II Shares in connection with the offering of Class II Shares, (b) PFD may compensate insurance companies and distributors of variable contracts and administrators of qualified pension and retirement plans ("Administrators") for distribution and account maintenance services that include the Class II shares as a funding vehicle under variable contracts, other insurance products and qualified pension and retirement plans, (c) PFD may compensate any Dealer or Administrator that sells Class II Shares in the manner and at the rate or rates to be set forth in an agreement between PFD and such Dealer or Administrator and (d) PFD may make such payments to Dealers or Administrators for distribution services out of the fee paid to PFD hereunder, any deferred sales charges imposed by PFD in connection with the repurchase of Class II shares, its profits or any other source available to it; WHEREAS, the Trust recognizes and agrees that PFD may impose certain deferred sales charges in connection with the repurchase of Class II Shares by the Trust, and PFD may retain (or receive from the Trust, as the case may be) all such deferred sales charges; and WHEREAS, the Board of Trustees of the Trust, in considering whether the Trust should adopt and implement this Class II Plan, has evaluated such information as it deemed necessary to an informed determination whether this Class II Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets of the Trust for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Class II Plan will benefit the Trust and its Class II shareholders; NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class II Plan for each Series as a plan of distribution of such Series' Class II Shares in accordance with Rule 12b-1, on the following terms and conditions: 1. (a) The Trust, on behalf of each Series, is authorized to compensate PFD for (1) distribution services and (2) personal and account maintenance services performed and expenses incurred by PFD in connection with each Series' Class II Shares. Such compensation shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Trustees may determine. (b) The amount of compensation paid during any one year for distribution services with respect to Class II Shares and personal and account maintenance services and expenses with respect to Class II Shares shall be 0.25% of the Trust's average daily net assets attributable to Class II Shares for such year. (c) Distribution services and expenses for which PFD may be compensated pursuant to this Plan include, but are not limited to: compensation to and expenses (including allocable overhead, travel and telephone expenses) of (i) insurance companies that offer Class II shares pursuant to variable contracts and other insurance products, or other broker-dealer affiliates, (ii) Dealers, brokers and other dealers who are members of the National Association of Securities Dealers, Inc. ("NASD") or their officers, sales representatives and employees, (iii) PFD and any of its affiliates and any of their respective officers, sales representatives and employees, (iv) banks and their officers, sales representatives and employees, who engage in or support distribution of the Trust's Class II Shares, (v) administrators of qualified pension and retirement plans; printing of reports and prospectuses for other than existing shareholders; and preparation, printing and distribution of sales literature and advertising materials. (d) Personal and account maintenance services and expenses for which PFD or any of its affiliates, insurance companies, banks, Dealers or Administrators may be compensated pursuant to this Plan include, but are not limited to: payments made to or on account of PFD or any of its affiliates, banks, administrators of qualified pension and retirement plans, other brokers and dealers who are members of the NASD, insurance companies, or their officers, sales representatives and employees, who respond to inquiries of, and furnish assistance to, shareholders regarding their ownership of Class II Shares or their accounts or who provide similar services not otherwise provided by or on behalf of the Trust. As partial consideration for personal services and/or account maintenance services provided by PFD to the Class II Shares, PFD shall be entitled to be paid any fees payable under this clause (d) with respect to Class II Shares for which no dealer of record exists, where less than all consideration has been paid to a dealer of record or where qualification standards have not been met. (e) PFD may impose certain deferred sales charges in connection with the repurchase of Class II Shares by the Trust and PFD may retain (or receive from the Trust as the case may be) all such deferred sales charges. (f) Appropriate adjustments to payments made pursuant to clause (b) of this paragraph 1 shall be made whenever necessary to ensure that no payment is made by the Trust in excess of the applicable maximum cap imposed on asset based, front-end and deferred sales charges by the NASD Conduct Rule 2830. 2. The Trust understands that agreements between PFD and Dealers or Administrators may provide for payment of fees to Dealers or Administrators in connection with the sale of Class II Shares and the provision of services to shareholders of the Trust. Nothing in this Class II Plan shall be construed as requiring the Trust to make any payment to any Dealer or Administrator or to have any obligations to any Dealer or Administrator in connection with services as a dealer of the Class II Shares. PFD shall agree and undertake that any agreement entered into between PFD and any Dealer or Administrator shall provide that such Dealer or Administrator shall look solely to PFD for compensation for its services thereunder and that in no event shall such Dealer or Administrator seeks any payment from the Trust or a Series. 3. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust, as it may be amended or restated from time to time, or By-Laws or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of the responsibility for and control of the conduct of the affairs of the Trust. 4. This Class II Plan shall become effective upon approval by (i) a vote of the Board of Trustees and (ii) a vote of a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the operation of the Class II Plan or in any agreements related to the Class II Plan (the "Qualified Trustees"), such votes with respect to (i) and (ii) above to be cast in person at a meeting called for the purpose of voting on this Class II Plan. 5. This Class II Plan will remain in effect indefinitely, provided that such continuance is "specifically approved at least annually" by a vote of both a majority of the Trustees of the Trust and a majority of the Qualified Trustees. If such annual approval is not obtained, this Class II Plan shall expire on July 1, 1999. 6. This Class II Plan may be amended at any time by the Board of Trustees, provided that this Class II Plan may not be amended to increase materially the limitations on the annual percentage of average net assets which may be expended hereunder without the approval of holders of a "majority of the outstanding voting securities" of Class II of the Trust and may not be materially amended in any case without a vote of a majority of both the Trustees and the Qualified Trustees. This Class II Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or by a vote of the holders of a "majority of the outstanding voting securities" of Class II of the Trust. 7. The Trust and PFD shall provide to the Trust's Board of Trustees, and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Class II Plan and the purposes for which such expenditures were made. 8. While this Class II Plan is in effect, the selection and nomination of Qualified Trustees shall be committed to the discretion of the Trustees who are not "interested persons" of the Trust. 9. For the purposes of this Class II Plan, the terms "interested persons," "majority of the outstanding voting securities" and "specifically approved at least annually" are used as defined in the 1940 Act. 10. The Trust shall preserve copies of this Class II Plan, and each agreement related hereto and each report referred to in Paragraph 7 hereof (collectively, the "Records"), for a period of not less than six (6) years from the end of the fiscal year in which such Records were made and, for a period of two (2) years, each of such Records shall be kept in an easily accessible place. 11. This Class II Plan shall be construed in accordance with the laws of The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. 12. If any provision of this Class II Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Class II Plan shall not be affected thereby. SCHEDULE A The following series of the Trust have adopted this Class II Shares Distribution Plan (as of [ ], 2004): Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Bond VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Oak Ridge Large Cap Growth VCT Portfolio Pioneer Papp America-Pacific Rim VCT Portfolio Pioneer Papp Small and Mid Cap Growth VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value II VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio EX-99.(10)(B) 10 ex99_10b.txt PIONEER VARIABLE CONTRACTS TRUST MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3 CLASS I SHARES AND CLASS II SHARES August 3, 2004 The series of Pioneer Variable Contracts Trust (the "Trust") listed on SCHEDULE A hereto (each, a "Series") will have two classes of shares, Class I and Class II shares. Within each Series, Class I and Class II shares shall have the same relative rights and privileges and shall be subject to the same sales charges, fees and expenses, except as set forth below. The Board of Trustees of the Trust, on behalf of an applicable Series, may determine in the future that other distribution arrangements, allocations of expenses (whether ordinary or extraordinary) or services to be provided to a class of shares are appropriate and amend this Plan accordingly without the approval of shareholders of any class. Except as set forth in the Series' prospectuses, shares may be exchanged only for shares of the same class of another Series. ARTICLE I. CLASS I SHARES Class I Shares are sold at net asset value per share without the imposition of an initial sales charge. Class I Shares are not subject to a contingent deferred sales charge ("CDSC") upon redemption regardless of the length of the period of time such shares are held. Class I Shares shall be entitled to the shareholder services set forth from time to time in the Series' prospectus with respect to Class I Shares. Class I Shares are not subject to fees payable under a distribution or other plan adopted pursuant to Rule 12b-1. The Class I Shareholders of the Trust have exclusive voting rights, if any, with respect to the Trust's possible future adoption of a Class I Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to Class I Shares on a per account basis except to the extent, if any, such an allocation would cause the Trust or the Series to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the Internal Revenue Service ("IRS") relating to the issuance of multiple classes of shares. Class I shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class I shares. ARTICLE II. CLASS II SHARES Class II Shares are sold at net asset value per share without the imposition of an initial sales charge. Class II Shares are not subject to a CDSC upon redemption regardless of the length of the period of time such shares are held. Class II Shares shall be entitled to the shareholder services set forth from time to time in the Series' prospectus with respect to Class II Shares. Class II Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class II shares under the Class II Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class II Shareholders of the applicable Series have exclusive voting rights, if any, with respect to the Trust's Class II Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to Class II Shares on a per account basis except to the extent, if any, such an allocation would cause the Trust or the Series to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the IRS relating to the issuance of multiple classes of shares. Class II shares -1- shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class II shares. ARTICLE III. APPROVAL BY BOARD OF TRUSTEES This Plan shall not take effect until it has been approved by the vote of a majority (or whatever greater percentage may, from time to time, be required under Rule 18f-3 under the Investment Company Act of 1940, as amended (the "Act")) of (a) all of the Trustees of the Trust, on behalf of each series, and (b) those of the Trustees who are not "interested persons" of the Trust, as such term may be from time to time defined under the Act. ARTICLE IV. AMENDMENTS No material amendment to the Plan shall be effective unless it is approved by the Board of Trustees in the same manner as is provided for approval of this Plan in Article III. -2- SCHEDULE A (AS OF AUGUST 3, 2004) Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Bond VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Oak Ridge Large Cap Growth VCT Portfolio Pioneer Papp America-Pacific Rim VCT Portfolio Pioneer Papp Small and Mid Cap Growth VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio EX-99.(11) 11 ex99_11.txt WILMER CUTLER PICKERING HALE AND DORR LLP [LOGO] August 18, 2004 60 STATE STREET BOSTON, MA 02109 Pioneer Fund VCT Portfolio +1 617 526 6000 Pioneer Mid Cap Value VCT Portfolio +1 617 526 5000 fax Pioneer Money Market VCT Portfolio wilmerhale.com Pioneer Bond VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer Small Cap Value II VCT Portfolio 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: Each of Pioneer Fund VCT Portfolio, Pioneer Mid Cap Value VCT Portfolio, Pioneer Money Market VCT Portfolio, Pioneer Bond VCT Portfolio, Pioneer Growth Opportunities VCT Portfolio and Pioneer Small Cap Value II VCT Portfolio is a series of Pioneer Variable Contracts Trust (the "Trust"), which was established as a Delaware statutory trust under an Agreement and Declaration of Trust, dated September 16, 1994 (the "Declaration of Trust"). The beneficial interests thereunder are represented by transferable shares of beneficial interest, no par value. The Trustees have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. Pursuant to Article V, Section 2 of the Declaration of Trust, the number of shares of beneficial interest authorized to be issued under the Declaration of Trust is unlimited and the Trustees are authorized to divide the shares into one or more series of shares and one or more classes thereof as they deem necessary or desirable. Pursuant to Article V, Sections 2 and 3 of the Declaration of Trust, the Trustees are empowered in their discretion to issue shares of any series for such amount and type of consideration, including cash or securities, and on such terms as the Trustees may authorize, all without action or approval of the shareholders. As of the date of this opinion, the Trustees have added three series of the Trust, Pioneer Bond VCT Portfolio, Pioneer Growth Opportunities VCT Portfolio and Pioneer Small Cap Value II VCT Portfolio, and have further designated the shares of each such series as Class I and Class II shares. We have examined the Declaration of Trust and By-Laws, each as amended from time to time, of the Trust, and such other documents as we have deemed necessary or appropriate for the purposes of this opinion, including, but not limited to, originals, or copies certified or otherwise identified to our satisfaction, of such documents, Trust records and other instruments. In our examination of the above documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified of photostatic copies. BALTIMORE BERLIN BOSTON BRUSSELS LONDON MUNICH NEW YORK NORTHERN VIRGINIA OXFORD PRINCETON WALTHHAM WASHINGTON Pioneer Variable Contract Trust August 18, 2004 Page 2 Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the rights and remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing and (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing. Further, we do not express any opinion as to (i) the availability of the remedy of specific performance or any other equitable remedy upon breach of any provision of any agreement whether applied by a court of law or equity, (ii) the successful assertion of any equitable defense, or (iii) the right of any party to enforce the indemnification or contribution provisions of any agreement. In rendering the opinion below, insofar as it relates to the good standing and valid existence of the Trust, we have relied solely on a certificate of the Secretary of State of the State of Delaware, dated as of a recent date, and such opinion is limited accordingly and is rendered as of the date of such certificate. This opinion is limited to the Delaware Statutory Trust Act statute, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State of Delaware. Our opinion below, as it relates to the non-assessability of the shares of the Trust, is qualified to the extent that any shareholder is, was or may become a named Trustee of the Trust. It is also qualified to the extent that, pursuant to Section 2 of Article VIII of the Declaration of Trust, the Trustees have the power to cause shareholders, or shareholders of a particular series, to pay certain custodian, transfer, servicing or similar agent charges by setting off the same against declared but unpaid dividends or by reducing share ownership (or by both means). Subject to the foregoing, we are of the opinion that the Trust is a duly organized and validly existing statutory trust in good standing under the laws of the State of Delaware and that the shares of beneficial interest of each of Pioneer Fund VCT Portfolio, Pioneer Mid Cap Value VCT Portfolio, Pioneer Money Market VCT Portfolio, Pioneer Bond VCT Portfolio, Pioneer Growth Opportunities VCT Portfolio and Pioneer Small Cap Value II VCT Portfolio, when issued in accordance with the terms, conditions, requirements and procedures set forth in the Declaration of Trust, the Trust's Registration Statement on Form N-1A, will be validly issued, fully paid and non-assessable shares of beneficial interest in the Trust, subject to compliance with the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended, and the applicable state laws regulating the sale of securities. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an exhibit to the Trust's Registration Statement in accordance with the Pioneer Variable Contract Trust August 18, 2004 Page 3 requirements of Form N-1A and Form N-14 under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ WILMER CUTLER PICKERING HALE AND DORR LLP EX-99.(12) 12 ex99_12.txt [LETTERHEAD] [HALE AND DORR LLP LOGO] COUNSELLORS AT LAW www.haledorr.com 60 STATE STREET o BOSTON, MA 02109 617-526-6000 o FAX 617-526-5000 DRAFT OF AUGUST 17, 2004 __________, 2004 [Pioneer Fund] [Safeco Fund] Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of _______, 2004 by and between [Pioneer Trust], a [Delaware statutory][Massachusetts business] trust, on behalf of its series, [Pioneer Fund] ("Acquiring Fund") and [Safeco Trust] on behalf of its series, [Safeco Fund] ("Acquired Fund"). Pursuant to the Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of all of the Assumed Liabilities, as defined in the Agreement (the "Acquired Fund Liabilities"), and (ii) the issuance of [Investor Class][Class I] shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the "Transaction"). All section references, unless otherwise indicated, are to the United States Internal Revenue Code of 1986, as amended (the "Code"). In rendering this opinion, we have examined and relied upon (i) the prospectus for Acquiring Fund dated ______; (ii) the statement of additional information for Acquiring Fund dated ________; (iii) the prospectus for Acquired Fund dated ___________; (iv) the statement of additional information for Acquired Fund dated ____________; (v) the Notice of Meeting of Shareholders Scheduled for __________ and the accompanying proxy statement and prospectus on Form N-14 (the "Proxy Statement"); (vi) the Agreement; (vii) the tax representation certificates delivered pursuant to the Agreement and relevant to this opinion (the "Representation Certificates"); and (viii) such other documents as we deemed necessary or relevant to our analysis. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. We have assumed that all parties to the Agreement and to any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents and that the BOSTON LONDON MUNICH NEW YORK OXFORD PRINCETON RESTON WALTHAM WASHINGTON - -------------------------------------------------------------------------------- HALE AND DORR LLP IS A MASSACHUSETTS LIMITED LIABILITY PARTNERSHIP [Pioneer Fund] [Safeco Fund] ________, 2004 Page 2 Transaction will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions. Furthermore, we have assumed that all representations contained in the Agreement, as well as those representations contained in the Representation Certificates are, on the date hereof, and will be, at the consummation of the Transaction, true and complete in all material respects, and that any representation made in any of the documents referred to herein "to the knowledge and belief" (or similar qualification) of any person or party is, and at the consummation of the Transaction will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. We have not attempted to verify independently any of the above assumptions or representations. The conclusions expressed herein represent our judgment regarding the proper treatment of the Transaction under the income tax laws of the United States based upon the Code, case law, Treasury Regulations, and the rulings and other pronouncements of the Internal Revenue Service (the "Service") in effect on the date of this opinion. No assurances can be given that such laws will not be amended or otherwise changed after the consummation of the Transaction or that such changes will not affect the conclusions expressed herein. Nevertheless, we undertake no responsibility to advise you of any developments after the consummation of the Transaction in the application or interpretation of the income tax laws of the United States. Our opinion represents our best judgment regarding how a court would decide if presented with the issues addressed herein and is not binding upon the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance on such opinion will not be challenged by the Service and does not constitute any representation or warranty that such position, if so challenged, will not be rejected by a court. This opinion addresses only the specific United States federal income tax consequences of the Transaction set forth below, and does not address any other federal, state, local, or foreign income, estate, gift, transfer, sales, or other tax consequences that may result from the Transaction or any other action (including any action taken in connection with the Transaction). On the basis of and subject to the foregoing and in reliance upon the representations, facts and assumptions described above, we are of the opinion that the acquisition by Acquiring Fund of the assets of Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the assumption of the Acquired Fund Liabilities by Acquiring Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of Acquiring Fund Shares to Acquired Fund shareholders in exchange for their Acquired Fund Shares and the termination of Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code. No opinion is expressed or implied regarding the tax consequences of any other aspects of the Transaction except as expressly set forth above. [Pioneer Fund] [Safeco Fund] ________, 2004 Page 3 This opinion is being delivered to you solely in connection with the closing condition set forth in Section [8.5] of the Agreement. This opinion is intended solely for the benefit of you and the shareholders of the Acquired Fund and it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity without our prior written consent. Very truly yours, WILMER CUTLER PICKERING HALE AND DORR LLP By: __________________________ EX-99.(13)(A) 13 ex99_13a.txt PIONEER FAMILY OF FUNDS MASTER INVESTMENT COMPANY SERVICE AGREEMENT March 4, 2003 WHEREAS, each open-end and closed-end investment management company listed on Exhibit A hereto organized as either a Delaware business trust or a Massachusetts business trust, each with its principal place of business at 60 State Street, Boston, Massachusetts 02109 (each a "Customer"), has previously entered into an investment management company service agreement (the "Original Agreement(s)") between itself and Pioneer Investment Management Shareholder Services, Inc., a Massachusetts corporation with its principal place of business at 60 State Street, Boston, Massachusetts 02109 ("PIMSS"); and WHEREAS, Customer and PIMSS now have determined that it is desirable to amend and restate each Original Agreement so as to provide for a Master Investment Company Service Agreement between each Customer listed on Exhibit A hereto, as amended from time to time, and PIMSS, and that each Original Agreement is hereby superseded by this Agreement as of the date hereof; NOW THEREFORE, each Customer, severally and not jointly, and PIMSS hereby agree as follows: 1. SERVICES TO BE PROVIDED BY PIMSS. During the term of this Agreement, PIMSS will provide to each series of shares of beneficial interest of Customer which may be established from time to time (the "Account") the services described in Exhibits C, D, E and F (collectively, the Exhibits). It is understood that PIMSS may subcontract any of such services to one or more firms designated by PIMSS, provided that PIMSS (i) shall be solely responsible for all compensation payable to any such firm and (ii) shall be liable to Customer for the acts or omissions of any such firm to the same extent as PIMSS would be liable to Customer with respect to any such act or omission hereunder. 2. EFFECTIVE DATE. This Agreement shall become effective on the date hereof (the "Effective Date") and shall continue in effect until it is terminated in accordance with Section 11 below. 3. DELIVERY OF DOCUMENTATION, MATERIALS AND DATA. Customer shall, from time to time, while this Agreement is in effect deliver all such documentation, materials and data as may be necessary or desirable to enable PIMSS to perform its services hereunder. 4. REPORTS AND MAINTENANCE OF RECORDS BY PIMSS. PIMSS will furnish to Customer and to properly authorized auditors, examiners, distributors, dealers, underwriters, salesmen, insurance companies, investors, and others designated by Customer in writing, such books, any and all records and reports at such times as are prescribed for each service in the Exhibits attached hereto. Customer agrees to examine or to ask any other authorized recipient to examine each such report or copy promptly and will report or cause to be reported any errors or discrepancies therein of which Customer then has any knowledge. PIMSS may at its option at any time, and shall forthwith upon Customer's demand, turn over to Customer and cease to retain in PIMSS' files any and all records and documents created and maintained by PIMSS pursuant to this Agreement which are no longer needed by PIMSS in the performance of its services or for its protection. If not so turned over to Customer, such documents and reports will be retained by PIMSS for six years from the year of creation, during the first two of which the same shall be in readily accessible form. At the end of six years, such records and documents will be turned over to Customer by PIMSS unless Customer authorizes their destruction. 5. PIMSS' DUTY OF CARE. PIMSS shall at all times use reasonable care and act in good faith in performing its duties hereunder. PIMSS shall incur no liability to Customer in connection with its performance of services hereunder except to the extent that it does not comply with the foregoing standards. PIMSS shall at all times adhere to various procedures and systems consistent with industry standards in order to safeguard Customer's checks, records and other data from loss or damage attributable to fire or theft. PIMSS shall maintain insurance adequate to protect against the costs of reconstructing checks, records and other data in the event of such loss and shall notify Customer in the event of a material adverse change in such insurance coverage. In the event of damage or loss occurring to Customer's records or data such that PIMSS is unable to meet the terms of this Agreement, PIMSS shall transfer all records and data to a transfer agent of Customer's choosing upon Customer's written authorization to do so. Without limiting the generality of the foregoing, PIMSS shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil, military or banking authority, national emergencies, labor difficulties, fire, flood or other catastrophes, acts of God, insurrection, war, riots, failure of transportation, communication or power supply. 6. CONFIDENTIALITY. PIMSS will keep confidential all records and information provided by Customer or by the shareholders of the Account to PIMSS, except to the extent disclosures are required by this Agreement, are required by the Customer's Prospectus and Statement of Additional Information, or are required by a valid subpoena or warrant issued by a court of competent jurisdiction or by a state or federal agency or governmental authority. 2 7. CUSTOMER INSPECTION. Upon reasonable notice, in writing signed by Customer, PIMSS shall make available, during regular business hours, all records and other data created and maintained pursuant to this Agreement for reasonable audit and inspection by Customer or Customer's agents, including reasonable visitation by Customer or Customer's agents, including inspecting PIMSS' operation facilities. PIMSS shall not be liable for injury to or responsible in any way for the safety of any individual visiting PIMSS' facilities under the authority of this section. Customer will keep confidential and will cause to keep confidential all confidential information obtained by its employees or agents or any other individual representing Customer while on PIMSS' premises. Confidential information shall include (1) any information of whatever nature regarding PIMSS' operations, security procedures, and data processing capabilities, (2) financial information regarding PIMSS, its affiliates, or subsidiaries, and (3) any information of whatever kind or description regarding any customer of PIMSS, its affiliates or subsidiaries. 8. RELIANCE BY PIMSS ON INSTRUCTIONS AND ADVICE; INDEMNITY. PIMSS shall be entitled to seek advice of Customer's legal counsel with respect to PIMSS' responsibilities and duties hereunder and shall in no event be liable to Customer for any action taken pursuant to such advice, except to the extent that Customer's legal counsel determines in its sole discretion that the rendering of advice to PIMSS would result in a conflict of interest. Whenever PIMSS is authorized to take action hereunder pursuant to proper instructions from Customer, PIMSS shall be entitled to rely upon any certificate, letter or other instrument or telephone call or Internet transaction reasonably believed by PIMSS to be genuine and to have been properly made or signed by an officer or other authorized agent of Customer, and shall be entitled to receive as conclusive proof of any fact or matter required to be ascertained by it hereunder a certificate signed by an officer of Customer or any other person authorized by Customer's Board of Trustees. Subject to the provisions of Section 13 of this Agreement, Customer agrees to indemnify and hold PIMSS, its employees, agents and nominees harmless from any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to PIMSS' action or non-action upon information, instructions or requests given or made to PIMSS by Customer with respect to the Account. Notwithstanding the above, whenever Customer may be asked to indemnify or hold PIMSS harmless, Customer shall be advised of all pertinent facts arising from the situation in question. Additionally, PIMSS will use reasonable care to identify and notify Customer promptly concerning any situation which presents, actually or potentially, a claim for indemnification against Customer. Customer shall have the option to defend PIMSS against any claim for which PIMSS is entitled to indemnification from Customer under the terms hereof, and, in the event Customer so elects, it will notify PIMSS and, 3 thereupon, Customer shall take over complete defense of the claim, and PIMSS shall sustain no further legal or other expenses in such a situation for which indemnification shall be sought or entitled. PIMSS may in no event confess any claim or make any compromise in any case in which Customer will be asked to indemnify PIMSS except with Customer's prior written consent. 9. MAINTENANCE OF DEPOSIT ACCOUNTS. PIMSS shall maintain on behalf of Customer such deposit accounts as are necessary or desirable from time to time to enable PIMSS to carry out the provisions of this Agreement. 10. COMPENSATION AND REIMBURSEMENT TO PIMSS. For the services rendered by PIMSS under this Agreement, Customer agrees to pay to PIMSS an (a) annual fee per open account and (b) an annual fee per closed account in the applicable amounts set forth in Exhibit B attached hereto in effect on the date hereof, or as amended from time to time, such fees to be payable in equal monthly installments. Customer shall reimburse PIMSS monthly for out-of-pocket expenses, including, but not limited to, forms, postage, mail service, telephone charges, including internet access charges, archives, microfiche and other records storage services, mailing and tabulating proxies, sub account recordkeeper fees relating to omnibus accounts, and miscellaneous. In addition, Customer will reimburse any other expenses incurred by PIMSS at the request of or with the consent of Customer. 11. TERMINATION. Either PIMSS or Customer may at any time terminate this Agreement by giving 90 days' prior written notice to the other. After the date of termination, for so long as PIMSS in fact continues to perform any one or more of the services contemplated by this Agreement or the Exhibits, the provisions of this Agreement, including, without limitation, the provisions of Section 8 dealing with indemnification, shall, where applicable, continue in full force and effect. 12. REPRESENTATIONS AND WARRANTIES; REQUIRED DOCUMENTS. 12.1 REPRESENTATIONS AND WARRANTIES OF PIMSS. PIMSS represents and warrants to the Customer that: (a) It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. (b) It is duly qualified to carry on its business in The Commonwealth of Massachusetts and the State of Nebraska. (c) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement. 4 (d) It is empowered under all applicable laws and by its Articles of Organization and By Laws to enter into and perform this Agreement. 12.2 REPRESENTATIONS AND WARRANTIES OF CUSTOMER. Customer represents and warrants to PIMSS that: (a) It is a business trust duly organized and existing and in good standing under the laws of its governing jurisdiction. (b) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement. (c) It is empowered under all applicable laws and by its Agreement and Declaration of Trust and By Laws to enter into and perform this Agreement. (d) It is either an open-end or closed-end management investment company, as applicable, registered under the Investment Company Act of 1940, as amended. (e) A registration statement under the Securities Act of 1933, as amended (the "Registration Statement"), has been filed with the Securities and Exchange Commission and is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all shares of beneficial interest of the Customer to be offered for sale. 12.3 CUSTOMER DOCUMENT DELIVERY. Customer shall promptly furnish to PIMSS the following: (a) A copy of Customer's Agreement and Declaration of Trust and By Laws and all amendments related thereto. (b) A certified copy of the resolution of the Customer's Board of Trustees authorizing the appointment of PIMSS and the execution and delivery of this Agreement. (c) A copy of the Customer's Registration Statement and all amendments thereto. 13. INDEMNIFICATION. Customer and PIMSS acknowledge and agree that all liabilities arising directly or indirectly under this Agreement, of any and every nature whatsoever, including, without limitation, liabilities arising in connection with any agreement of Customer or its Trustees set forth herein to indemnify any party to this 5 Agreement or any other person, shall be satisfied out of the assets of the Account first and then of Customer and that no Trustee, officer or holder of shares of beneficial interest of Customer shall be personally liable for any of the foregoing liabilities. Customer's Agreement and Declaration of Trust describes in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest of Customer. 14. MISCELLANEOUS. In connection with the operation of this Agreement, Customer and PIMSS may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by both parties and annexed hereto, but no such provision shall contravene any applicable federal and state law or regulation, and no such provision shall be deemed to be an amendment of this Agreement. This Agreement together with all Exhibits constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether written or oral. If any provision or provisions of this Agreement shall be held invalid, unlawful or unenforceable, the validity, legality, and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired. This Agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts. IN WITNESS WHEREOF, Customer and PIMSS have caused this Agreement to be executed in their respective names by their respective officers thereunto duly authorized as of the date first written above. PIONEER INVESTMENT MANAGMENT SHAREHOLDER SERVICES, INC. By: /s/ Peggy Schooley Peggy Schooley Chief Executive Officer and President 6 EACH OF THE FUNDS LISTED ON EXHIBIT A ATTACHED HERETO, AS AMENDED FROM TIME TO TIME (Severally and not Jointly) By: /s/ Vincent Nave Vincent Nave Treasurer 7 EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT Dated March __, 2003 - -------------------------------------------------------------------------------- Pioneer America Income Trust - -------------------------------------------------------------------------------- Pioneer Balanced Fund - -------------------------------------------------------------------------------- Pioneer Bond Fund - -------------------------------------------------------------------------------- Pioneer Core Equity Fund - -------------------------------------------------------------------------------- Pioneer Emerging Growth Fund - -------------------------------------------------------------------------------- Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- Pioneer Equity Income Fund - -------------------------------------------------------------------------------- Pioneer Europe Fund - -------------------------------------------------------------------------------- Pioneer Europe Select Fund - -------------------------------------------------------------------------------- Pioneer Fund - -------------------------------------------------------------------------------- Pioneer Global High Yield Fund - -------------------------------------------------------------------------------- Pioneer Global Value Fund - -------------------------------------------------------------------------------- Pioneer Growth Shares - -------------------------------------------------------------------------------- Pioneer High Yield Fund - -------------------------------------------------------------------------------- Pioneer Independence Fund - -------------------------------------------------------------------------------- Pioneer Interest Shares - -------------------------------------------------------------------------------- Pioneer International Equity Fund - -------------------------------------------------------------------------------- Pioneer International Value Fund - -------------------------------------------------------------------------------- Pioneer Large Cap Growth Fund - -------------------------------------------------------------------------------- Pioneer Large Cap Value Fund - -------------------------------------------------------------------------------- Pioneer Long Short Fund - -------------------------------------------------------------------------------- Pioneer Mid Cap Growth Fund - -------------------------------------------------------------------------------- Pioneer Mid Cap Value Fund - -------------------------------------------------------------------------------- Pioneer Money Market Trust/Pioneer Cash Reserves Fund - -------------------------------------------------------------------------------- Pioneer Protected Principal Trust, a series fund consisting of: - -------------------------------------------------------------------------------- Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II - -------------------------------------------------------------------------------- Pioneer Real Estate Shares - -------------------------------------------------------------------------------- Pioneer Small Cap Value Fund - -------------------------------------------------------------------------------- Pioneer Small Company Fund - -------------------------------------------------------------------------------- Pioneer Strategic Income Fund - -------------------------------------------------------------------------------- Pioneer Tax Free Income Fund - -------------------------------------------------------------------------------- Pioneer Value Fund - -------------------------------------------------------------------------------- Pioneer Variable Contracts Trust, consisting of: - -------------------------------------------------------------------------------- Pioneer America Income VCT Portfolio - -------------------------------------------------------------------------------- 8 - -------------------------------------------------------------------------------- Pioneer Balanced VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Emerging Markets VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Equity Income VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Europe VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Fund VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Growth Shares VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Global Value VCT Portfolio - -------------------------------------------------------------------------------- Pioneer High Yield VCT Portfolio - -------------------------------------------------------------------------------- Pioneer International Value VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Mid Cap Value VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Money Market VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Real Estate Shares VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Small Cap Value VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Small Company VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Strategic Income VCT Portfolio - -------------------------------------------------------------------------------- Pioneer Value VCT Portfolio - -------------------------------------------------------------------------------- Dated: 9 EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT Dated October 1, 2003 Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Core Equity Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global High Yield Fund Pioneer Global Value Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Independence Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Large Cap Value Fund Pioneer Long Short Fund Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust/Pioneer Cash Reserves Fund Pioneer Protected Principal Trust, a series fund consisting of: Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Real Estate Shares Pioneer Series Trust I, a series trust consisting of: Pioneer Oak Ridge Large Cap Growth Fund Pioneer Oak Ridge Small Cap Growth Fund Pioneer Series Trust II, a series trust consisting of: Pioneer Papp Stock Fund Pioneer Papp Small and Mid Cap Growth Fund Pioneer Papp America Abroad Fund Pioneer Papp America-Pacific Rim Fund Pioneer Value Fund Pioneer Variable Contracts Trust, consisting of: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio IN WITNESS WHEREOF, each of the parties hereto has caused this Exhibit to be executed in its name and on its behalf. Each of the open-end management PIONEER INVESTMENT MANAGEMENT investment companies listed SHAREHOLDER SERVICES, INC. on this Exhibit "A" By: /s/ Dorothy E. Bourassa By: /s/ Dorothy E. Bourassa Name: Dorothy E. Bourassa Name: Dorothy E. Bourassa Title: Secretary Title: Clerk EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT Dated October 1, 2003 Amended December 11, 2003 Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global High Yield Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Independence Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust/Pioneer Cash Reserves Fund Pioneer Protected Principal Trust, a series fund consisting of: Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Real Estate Shares Pioneer Research Fund Pioneer Select Equity Fund Pioneer Series Trust I, a series trust consisting of: Pioneer Oak Ridge Large Cap Growth Fund Pioneer Oak Ridge Small Cap Growth Fund Pioneer Series Trust II, a series trust consisting of: Pioneer Papp Stock Fund Pioneer Papp Small and Mid Cap Growth Fund Pioneer Papp America Abroad Fund Pioneer Papp America-Pacific Rim Fund Pioneer Value Fund Pioneer Variable Contracts Trust, consisting of: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Oak Ridge Large Cap Growth VCT Portfolio Pioneer Papp America Abroad VCT Portfolio Pioneer [Papp] Small and Mid Cap Growth VCT Portfolio Pioneer Papp Stock VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio IN WITNESS WHEREOF, each of the parties hereto has caused this Exhibit to be executed in its name and on its behalf. Each of the open-end management PIONEER INVESTMENT MANAGEMENT investment companies listed SHAREHOLDER SERVICES, INC. on this Exhibit "A" By: /s/ Dorothy E. Bourassa By: /s/ Dorothy E. Bourassa Name: Dorothy E. Bourassa Name: Dorothy E. Bourassa Title: Secretary Title: Clerk EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT Dated March 2, 2004 Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global High Yield Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Independence Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust/Pioneer Cash Reserves Fund Pioneer Protected Principal Trust, a series fund consisting of: Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Real Estate Shares Pioneer Research Fund Pioneer Series Trust I, a series trust consisting of: Pioneer Oak Ridge Large Cap Growth Fund Pioneer Oak Ridge Small Cap Growth Fund Pioneer Series Trust II, a series trust consisting of: Pioneer Papp Strategic Growth Fund Pioneer Papp Small and Mid Cap Growth Fund Pioneer Papp Stock Fund Pioneer Papp America-Pacific Rim Fund Pioneer Small Cap Value Fund Pioneer Select Equity Fund Pioneer Select Value Fund Pioneer Small Company Fund Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Pioneer Value Fund Pioneer Variable Contracts Trust, consisting of: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer Global Value VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Oak Ridge Large Cap Growth VCT Portfolio Pioneer Papp America-Pacific Rim VCT Portfolio Pioneer Papp Small and Mid Cap Growth VCT Portfolio Pioneer Papp Strategic Growth VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio EACH OF THE FUNDS LISTED ON EXHIBIT A ATTACHED HERETO, AS AMENDED FROM TIME TO TIME (Severally and not Jointly) By: /s/ Dorothy E. Bourassa Name: Dorothy E. Bourassa Title: Secretary EXHIBIT A - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT Dated August 17, 2004 Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global High Yield Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Ibbotson Asset Allocation Series, a series trust consisting of: Pioneer Ibbotson Moderate Allocation Fund Pioneer Ibbotson Growth Allocation Fund Pioneer Ibbotson Aggressive Allocation Fund Pioneer Independence Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust/Pioneer Cash Reserves Fund Pioneer Protected Principal Trust, a series fund consisting of: Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Real Estate Shares Pioneer Research Fund Pioneer Series Trust I, a series trust consisting of: Pioneer Oak Ridge Large Cap Growth Fund Pioneer Oak Ridge Small Cap Growth Fund Pioneer Series Trust II, a series trust consisting of: Pioneer California Tax Free Income Fund Pioneer Growth Opportunities Fund Pioneer Municipal Bond Fund Pioneer Papp Strategic Growth Fund Pioneer Papp Small and Mid Cap Growth Fund Pioneer Papp Stock Fund Pioneer Papp America-Pacific Rim Fund Pioneer Tax Free Money Market Fund Pioneer Small Cap Value Fund Pioneer Select Equity Fund Pioneer Select Value Fund Pioneer Short Term Income Fund Pioneer Small Company Fund Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Pioneer Value Fund Pioneer Variable Contracts Trust, consisting of: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Bond VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Opportunities VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer Global Value VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Oak Ridge Large Cap Growth VCT Portfolio Pioneer Papp America-Pacific Rim VCT Portfolio Pioneer Papp Small and Mid Cap Growth VCT Portfolio Pioneer Papp Strategic Growth VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Cap Value II VCT Portfio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio EACH OF THE FUNDS LISTED ON EXHIBIT A ATTACHED HERETO, AS AMENDED FROM TIME TO TIME (Severally and not Jointly) By: /s/ Dorothy E. Bourassa Name: Dorothy E. Bourassa Title: Secretary EXHIBIT B - TO MASTER INVESTMENT COMPANY SERVICE AGREEMENT ACCOUNT FEES A. OPEN EQUITY FUND ACCOUNTS $26.50 per account B. OPEN FIXED INCOME FUND ACCOUNTS $33.00 per account C. OPEN MONEY MARKET FUND ACCOUNTS $28.00 per account D. OPEN VARIABLE ANNUITY FUND ACCOUNTS $1500.00 per account E. ALL FUNDS-CLOSED ACCOUNTS $8.00 per account Effective as of January 1, 2003 10 EXHIBIT C SHAREHOLDER ACCOUNT SERVICE: As servicing agent for fund accounts and in accordance with the provisions of the standard fund application and Customer's Prospectus and Statement of Additional Information, PIMSS will: (a) Open, maintain and close accounts. (b) Purchase shares for the shareholder. (c) Out of the money received in payment for sales of Customer's shares pay to the Customer's custodian the net asset value per share and pay to the underwriter and to the dealer their commission, if any, on a bi-monthly basis. (d) Redeem shares by systematic withdrawal orders. (SEE EXHIBIT D) (e) Reinvest or disburse dividends and other distributions upon direction of a shareholder. (f) Establish the proper registration of ownership of shares. (g) Pass upon the adequacy of documents submitted by a shareholder or his legal representative to substantiate the transfer of ownership of shares from the registered owner to transferees. (h) Make transfers from time to time upon the books of the Customer in accordance with properly executed transfer instructions furnished to PIMSS. (i) Upon receiving appropriate detailed instructions and written materials prepared by Customer and, where applicable, proxy proofs checked by Customer, mail shareholder reports, proxies and related materials of suitable design for automatic enclosing, receive and tabulate executed proxies, and furnish an annual meeting list of shareholders when required. (j) Respond to shareholder inquiries in a timely manner. (k) Maintain dealer and salesperson records. 11 (l) Maintain and furnish to Customer such shareholder information as Customer may reasonably request for the purpose of compliance by Customer with the applicable tax and securities law of various jurisdictions. (m) Mail confirmations of transactions to shareholders in a timely fashion (confirmations of Automatic Investment Plan transactions will be mailed quarterly). (n) Provide Customer with such information regarding correspondence as well as enable Customer to comply with related Form N-SAR (semi-annual report) requirements. (o) Maintain continuous proof of the outstanding shares of Customer. (p) Solicit taxpayer identification numbers. (q) Provide data to enable Customer to file abandoned property reports for those accounts that have been indicated by the Post Office to be not at the address of record with no forwarding address. (r) Maintain bank accounts and reconcile same on a monthly basis. (s) Provide management information reports on a quarterly basis to Customer's Board of Trustees outlining the level of service provided. (t) Provide sales/statistical reporting for purposes of providing Customer's management with information for maximizing the return to shareholders. 12 EXHIBIT D REDEMPTION SERVICE: In accordance with the provisions of the Customer's Prospectus and Statement of Additional Information, as servicing agent for the redemptions, PIMSS will: (a) Where applicable, establish accounts payable based on information furnished to PIMSS on behalf of Customer (i.e., copies of trade confirmations and other documents deemed necessary or desirable by PIMSS on the first business day following the trade date). (b) Receive shares for redemption through written, telephone or Internet authorization. (c) Verify there are sufficient available shares in an account to cover redemption requests. (d) Transfer the redeemed or repurchased shares to Customer's treasury share account or, if applicable, cancel such shares for retirement. (e) Pay the applicable redemption or repurchase price to the shareholder in accordance with Customer's Prospectus, Statement of Additional Information and Agreement and Declaration of Trust on or before the seventh calendar day succeeding any receipt of requests for redemption or repurchase in "good order" as defined in the Prospectus and Statement of Additional Information. (f) Notify Customer and the underwriter on behalf of Customer of the total number of shares presented and covered by such requests within a reasonable period of time following receipt. (g) Promptly notify the shareholder if any such request for redemption or repurchase is not in "good order" together with notice of the documents required to comply with the good order standards. Upon receipt of the necessary documents, PIMSS shall effect such redemption at the net asset value applicable on the date and at the time of receipt of such documents. (h) Produce periodic reports of unsettled items, if any. (i) Adjust unsettled items, if any, relative to dividends and distributions. (j) Report to Customer any late redemptions which must be included in Customer's Form N-SAR (semi-annual report) filing. 13 EXHIBIT E EXCHANGE SERVICE: (a) Receive and process exchanges in accordance with a duly executed exchange authorization. PIMSS will redeem existing shares and use the proceeds to purchase new shares. Shares of Customer purchased directly or acquired through reinvestment of dividends on such shares may be exchanged for shares of other Pioneer funds (which funds have sales charges) only by payment of the applicable sales charge, if any, as described in Customer's Prospectus and Statement of Additional Information. Shares of Customer acquired by exchange and through reinvestment of dividends on such shares may be re-exchanged to another Pioneer fund at its respective net asset value. (b) Make authorized deductions of fees, if any. (c) Register new shares identically with the shares surrendered for exchange. Mail an account statement confirming the exchange by first class mail to the address of record. (d) Maintain a record of unprocessed exchanges and produce a periodic report. 14 EXHIBIT F INCOME ACCRUAL AND DISBURSING SERVICE: (a) Distribute income dividends and/or capital gain distributions, either through reinvestment or in cash, in accordance with shareholder instructions. (b) On the mailing date, Customer shall make available to PIMSS collected funds to make such distribution. (c) Adjust unsettled items relative to dividends and distributions. (d) Reconcile dividends and/or distributions with Customer. (e) Prepare and file annual Federal and State information returns of distributions and, in the case of Federal returns, mail information copies to shareholders and report and pay Federal income taxes withheld from distributions made to non-resident aliens. 15 ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT dated this 9th day of October, 1998 between the Pioneer Funds, listed on Exhibit 1 hereto (the "Funds"), and Pioneering Management Corporation, a Delaware corporation (the "Manager"). W I T N E S S E T H WHEREAS, the Funds are registered as open-end, diversified, management investment companies under the Investment Company Act of 1940, as amended (the "1940 Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement (the "Registration Statement") for the purpose of registering its shares for public offering under the Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, the parties hereto are parties to Management Contracts (the "Management Contracts"); WHEREAS, the Management Contracts provide that the Manager will bear all of the Funds' expenses other than those provided in Section 2(c) and 2(d) of the Management Contracts; WHEREAS, Section 2(c)(i) provides that the Funds shall pay charges and expenses for Fund accounting, pricing and appraisal services and, for those Funds noted with an asterisk on Exhibit 2 hereto, related overhead, including, to the extent that such services were performed by personnel of the Manager or its affiliates, office space and facilities, and personnel compensation, training and benefits; WHEREAS, Section 2(c)(vi) and (vii) provide that the Funds shall pay (i) fees and expenses involved in registering and maintaining registrations of the Funds and/or their shares with the Commission, state or blue sky securities agencies and foreign countries, including the preparation of prospectuses and statements of additional information for filing with the Commission and (ii) all expenses of shareholders and Trustees' meetings and of preparing, printing and distributing prospectuses, notices, proxy statements and all reports to shareholders and to governmental agencies; and WHEREAS, certain of these activities, as set forth on Exhibit 3 hereto, can be performed by members of the Manager's legal, accounting and administrative staff working at the direction and under the supervision of the Board of Trustees and Fund counsel. NOW THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Funds and the Manager do hereby agree as follows: 1. The Funds authorize the Manager to perform fund accounting services on behalf of the Funds, subject to the supervision and direction of the Board of Trustees. Such services, determined as of the date of this Agreement, are set forth on Exhibit 2 hereto. These services (the "Bookkeeping Services") may be revised from time to time on mutual agreement of the parties. 2. The Funds authorize the Manager to assist with the performance of the legal services listed on Exhibit 3 hereto (the "Legal Services"). The Legal Services shall at all times be subject to the supervision and direction of the Board of Trustees and Fund counsel. 3. The Trustees recognize that the Bookkeeping Services and the Legal Services can be performed efficiently by the Manager. The Funds are entering into this Agreement to achieve the operating and expense benefits of such efficiency. In authorizing such activities on behalf of the Funds, the Funds expressly do not delegate to the Manager or its personnel the authority to render legal advice to, or legal judgments on behalf of, the Funds. Between meetings of the Trustees, Fund counsel is authorized to determine the services that may appropriately be provided by the Manager pursuant to this Agreement. 4. In consideration of its services under this Agreement, the Manager shall be entitled to be reimbursed for the allocable portion of the direct costs of the Bookkeeping Services and the Legal Expenses (collectively, the "Services"). Such allocation shall be based upon the proportion of personnel time devoted to the Services authorized to be performed on behalf of the Funds to the total time worked by such personnel, in each case as estimated in good faith by the Manager and reviewed and approved annually by the Board of Trustees. Direct costs shall include any out-of-pocket expenses of the Manager incurred in connection with the Services, the salaries and benefits of personnel of the Manager who are engaged in the Services pursuant to this Agreement and, with respect to the Services, a reasonable allocation of overhead (to the extent permitted under the Management Contracts) associated with the performance of the Bookkeeping Services. The Manager shall estimate such direct costs and overhead (as appropriate) in good faith and the Funds shall be entitled to such supporting information as the Trustees shall reasonably request from time to time. Allocations of reimbursements paid hereunder among the Funds shall be subject to annual approval of the Board of Trustees. 5. The Manager will not be liable for any error of judgment or mistake of law in the performance of its services under the Agreement, but nothing contained herein will be construed to protect the Manager against any liability to the Funds or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. 6. Either party hereto may, without penalty, terminate this Agreement by the giving of 60 days' written notice to the other party. 2 7. The Manager is an independent contractor and not an employee of the Funds for any purpose. If any occasion should arise in which the Manager gives any advice to its clients concerning the shares of the Funds, the Manager will act solely as investment counsel for such clients and not in any way on behalf of the Funds or any series thereof. 8. This Agreement states the entire agreement of the parties hereto with respect to the subject matter of this Agreement and its intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally, and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable. 9. This Agreement and all performance hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 10. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 11. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by this duly authorized officers and their seal to be hereto affixed as of the day and year first above written. Attest: The Pioneer Funds Listed on Exhibit 1 hereto By: /s/ John F. Cogan, Jr. /s/ Joseph P. Barri John F. Cogan, Jr. Joseph P. Barri President Secretary PIONEERING MANAGEMENT CORPORATION Attest: /s/ Joseph P. Barri By: /s/ David D. Tripple Joseph P. Barri David D. Tripple Secretary President Exhibit 1 Pioneer Aggressive Growth Fund Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Core Equity Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global Consumers Fund Pioneer Global Energy & Utilities Fund Pioneer Global Financials Fund Pioneer Global Health Care Fund Pioneer Global High Yield Fund Pioneer Global Industrials Fund Pioneer Global Telecoms Fund Pioneer Global Value Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Independence Fund Pioneer Indo-Asia Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Large Cap Value Fund Pioneer Limited Maturity Bond Fund Pioneer Market Neutral Fund Pioneer Protected Principal Trust Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust Pioneer Real Estate Shares Pioneer Science & Technology Fund Pioneer Small Cap Growth Fund Pioneer Small Cap Value Fund Pioneer Small Company Fund Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Pioneer Value Fund Pioneer Variable Contracts Trust: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Global Consumers VCT Portfolio Pioneer Global Energy & Utilities VCT Portfolio Pioneer Global Financials VCT Portfolio Pioneer Global Health Care VCT Portfolio Pioneer Global Industrials VCT Portfolio Pioneer Global Telecoms VCT Portfolio Pioneer Global Value VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Science & Technology VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio Updated as of January, 2003 /s/ Vincent Nave Vincent Nave Treasurer Exhibit 1 Pioneer Aggressive Growth Fund Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Core Equity Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global High Yield Fund Pioneer Global Value Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Independence Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Large Cap Value Fund Pioneer Market Neutral Fund Pioneer Protected Principal Trust Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust Pioneer Real Estate Shares Pioneer Series Trust I Pioneer Oak Ridge Small Cap Growth Fund Pioneer Oak Ridge Large Cap Growth Fund Pioneer Series Trust II Pioneer Papp Stock Fund Pioneer Papp Small and Mid Cap Growth Fund Pioneer Papp America Abroad Fund Pioneer Papp America-Pacific Rim Fund Pioneer Small Cap Growth Fund Pioneer Small Cap Value Fund Pioneer Small Company Fund Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Pioneer Value Fund Pioneer Variable Contracts Trust: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio Updated as of October 6, 2003 /s/ Vincent Nave Vincent Nave Treasurer Exhibit 1 Pioneer Aggressive Growth Fund Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global High Yield Fund Pioneer Global Value Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Independence Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Large Cap Value Fund Pioneer Market Neutral Fund Pioneer Protected Principal Trust Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust Pioneer Real Estate Shares Pioneer Research Fund Pioneer Select Equity Fund Pioneer Series Trust I Pioneer Oak Ridge Small Cap Growth Fund Pioneer Oak Ridge Large Cap Growth Fund Pioneer Series Trust II Pioneer Papp Stock Fund Pioneer Papp Small and Mid Cap Growth Fund Pioneer Papp America Abroad Fund Pioneer Papp America-Pacific Rim Fund Pioneer Small Cap Growth Fund Pioneer Small Cap Value Fund Pioneer Small Company Fund Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Pioneer Value Fund Pioneer Variable Contracts Trust: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Oak Ridge Large Cap Growth VCT Portfolio Pioneer Papp America Abroad VCT Portfolio Pioneer Papp Small and Mid Cap Growth VCT Portfolio Pioneer Papp Stock VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio Updated as of December 11, 2003 /s/ Vincent Nave Vincent Nave Treasurer of Each Fund Listed Above Exhibit 1 Pioneer America Income Trust Pioneer Balanced Fund Pioneer Bond Fund Pioneer Emerging Growth Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Europe Select Fund Pioneer Fund Pioneer Global High Yield Fund Pioneer Global Value Fund Pioneer Growth Shares Pioneer High Yield Fund Pioneer Ibbotson Asset Allocation Series Pioneer Ibbotson Aggressive Allocation Fund Pioneer Ibboton Growth Allocation Fund Pioneer Ibboton Moderate Allocation Fund Pioneer Independence Fund Pioneer Interest Shares Pioneer International Equity Fund Pioneer International Value Fund Pioneer Large Cap Growth Fund Pioneer Protected Principal Trust Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus Fund II Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust Pioneer Real Estate Shares Pioneer Research Fund Pioneer Select Equity Fund Pioneer Select Value Fund Pioneer Series Trust I Pioneer Oak Ridge Small Cap Growth Fund Pioneer Oak Ridge Large Cap Growth Fund Pioneer Series Trust II Pioneer Papp Stock Fund Pioneer Papp Small and Mid Cap Growth Fund Pioneer Papp Strategic Growth Fund Pioneer Papp America-Pacific Rim Fund Pioneer Short Term Income Fund Pioneer Small Cap Value Fund Pioneer Small Company Fund Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Pioneer Value Fund Pioneer Variable Contracts Trust: Pioneer America Income VCT Portfolio Pioneer Balanced VCT Portfolio Pioneer Emerging Markets VCT Portfolio Pioneer Equity Income VCT Portfolio Pioneer Europe VCT Portfolio Pioneer Fund VCT Portfolio Pioneer Growth Shares VCT Portfolio Pioneer High Yield VCT Portfolio Pioneer International Value VCT Portfolio Pioneer Mid Cap Value VCT Portfolio Pioneer Money Market VCT Portfolio Pioneer Oak Ridge Large Cap Growth VCT Portfolio Pioneer Papp America Abroad VCT Portfolio Pioneer Papp Small and Mid Cap Growth VCT Portfolio Pioneer Papp Stock VCT Portfolio Pioneer Real Estate Shares VCT Portfolio Pioneer Small Cap Value VCT Portfolio Pioneer Small Company VCT Portfolio Pioneer Strategic Income VCT Portfolio Pioneer Value VCT Portfolio Updated as of August 6, 2004 /s/ Vincent Nave Vincent Nave Treasurer of Each Fund Listed Above Pioneer Municipal High Income Trust (the "Trust") is hereby added as a Fund under the Administration Agreement, dated October 9, 1998 (the "Agreement"), between Pioneer Investment Management, Inc and the investment companies listed on Exhibit 1 thereto from time to time; provided, however, that PIM shall only provide the Trust with the legal services listed on Exhibit 3 to such Agreement (and shall not provide Bookkeeping Services to the Trust pursuant to the Agreement) and shall only be reimbursed for the Trust's allocable share of Legal Expenses (as defined in the Agreement). Dated: July 22, 2003 PIONEER MUNICIPAL HIGH INCOME TRUST By: /s/ Dorothy E. Bourassa ---------------------------------------------------------- Name: Dorothy E. Bourassa Title: Assistant Secretary PIONEER INVESTMENT MANAGEMENT, INC. By: /s/ Osbert M. Hood ----------------------------------------------------------- Name: Osbert M. Hood Title: President Pioneer Municipal High Income Advantage Trust (the "Trust") is hereby added as a Fund under the Administration Agreement, dated October 9, 1998 (the "Agreement"), between Pioneer Investment Management, Inc and the investment companies listed on Exhibit 1 thereto from time to time; provided, however, that PIM shall only provide the Trust with the legal services listed on Exhibit 3 to such Agreement (and shall not provide Bookkeeping Services to the Trust pursuant to the Agreement) and shall only be reimbursed for the Trust's allocable share of Legal Expenses (as defined in the Agreement). Dated: October 1, 2003 PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST By: /s/ Vincent Nave Name: Vincent Nave Title: Treasurer PIONEER INVESTMENT MANAGEMENT, INC. By: /s/ Vincent Nave Name: Vincent Nave Title: Vice President Pioneer Tax Advantaged Balanced Trust (the "Trust") is hereby added as a Fund under the Administration Agreement, dated October 9, 1998 (the "Agreement"), between Pioneer Investment Management, Inc and the investment companies listed on Exhibit 1 thereto from time to time; provided, however, that PIM shall only provide the Trust with the legal services listed on Exhibit 3 to such Agreement (and shall not provide Bookkeeping Services to the Trust pursuant to the Agreement) and shall only be reimbursed for the Trust's allocable share of Legal Expenses (as defined in the Agreement). Dated: January 30, 2004 PIONEER TAX ADVANTAGED BALANCED TRUST By: /s/ Vincent Nave Name: Vincent Nave Title: Treasurer PIONEER INVESTMENT MANAGEMENT, INC. By: /s/ Vincent Nave Name: Vincent Nave Title: Vice President EXHIBIT 2 PIONEERING MANAGEMENT CORP. Fund Accounting, Administration and Custody Services (FAACS) LIST OF SERVICES PROVIDED TO PIONEER MUTUAL FUNDS SERVICES LISTED BY FAACS TEAM, OR FUNCTIONAL AREA. PLEASE SEE ATTACHED CHART FOR ORGANIZATIONAL STRUCTURE. PERCENTAGES FOLLOWING FAACS TEAM NAMES INDICATE EACH TEAM'S AGGREGATE COMPENSATION AND BENEFITS PERCENTAGE BILLABLE TO THE FUNDS. FAACS Administration (70%): . Provide direction, supervision and administrative support to all FAACS teams . Prepare or review and submit all tax reports for Funds + Oversee fund distributions for regulatory compliance + Assist in planning for new product introductions Fund Accounting (91%): . Maintain all accounting records for Funds . Calculate and report daily net asset values per share and yields . Recommend income and capital gains distribution rates . Prepare funds' financial statements and assist in fund audits + Maintain accounting records for institutional portfolios + Perform periodic tests to verify each Fund's compliance with its prospectus and applicable regulations GlobalCustody and Settlements Division (20%): . Enter portfolio trades into Fund Accounting records . Support corporate actions analyses + Validate trade data and communicate them to Custodian Banks + Act as liaison with Custodian Banks for trade settlements, security position reconciliations and relaying global market updates to Investment Advisor + Provide daily cash reporting to portfolio managers + Resolve trade disputes with counter-parties Pricing and Corporate Actions (95%): . Ensure accuracy and timeliness of prices supplied by external sources to provide daily valuations of all security positions held by every Fund . Validate and communicate corporate/class action information to Fund Accounting . Present monthly valuation report to Funds' Board of Trustees + Provide valuation and corporate actions services for securities held by institutional portfolios, but not by Funds PAGE 1 List of FAACS Services (continued) - --------------------- FAACS Systems (51%): . Provide systems support to users of fund accounting and portfolio pricing software, and manage relationships with applicable software and hardware vendors . Develop and maintain custom applications and systems interfaces for FAACS teams . Manage Year 2000 project + Provide user support and vendor liaison for trading, compliance and analysis systems + Implement and manage systems interfaces with Investment Advisor, Custodian Banks and other service providers Shareholder Reporting and Audit Liaison (82%): . Review and complete Funds' financial statements . Manage the Fund Audit process to ensure timely completion of shareholder reports . Prepare reports related to contract renewals and soft dollar payments for Board of Trustees' review . Provide financial information to Legal Department for prospectus updates and other regulatory filings . Prepare regulatory reports such as N-SAR, Form S and EDGAR filings + Provide financial information to Pioneer management and industry trade groups + Provide liquidity, commission and soft dollar reporting to Pioneer management Funds Controller (93%): . Manage fund expense payment cycles (e.g., timeliness and accuracy of payments, allocation of costs among portfolios) . Coordinate and standardize fund expense accruals and forecasting . Provide expense reporting to Fund Accounting, FAACS management and auditors . Compile daily reports of shareholder transactions from all sources (e.g., PSC, PMIL, BFDS, variable annuity agents, 401(k) administrators, third party record keepers) for entry into fund records . Provide daily reconciliation of receivable, payable and share accounts between fund records and entities listed above . Manage the daily estimating process to minimize "as of" gains and losses to Funds . Communicate daily fund prices and yields to PSC, PMIL, etc. + Provide fund-related analyses to Pioneer management - -------------------------------------------------------------------------------- OVERALL WEIGHTED FAACS AVERAGE COMPENSATION AND BENEFITS RATE = 70% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Key: . Service provided under the Pioneer Funds Administration Agreement, for which the Investment Advisor is entitled to reimbursement from the Funds - -------------------------------------------------------------------------------- PAGE 2 - -------------------------------------------------------------------------------- + Service provided to the Funds which would fall within the scope of the Advisory Agreement with the Funds and which is therefore not directly billable to the Funds - -------------------------------------------------------------------------------- PAGE 3 EXHIBIT 3 [updated fall 2001] THE INVESTMENT MANAGEMENT USA INC. - LEGAL DEPARTMENT I. LIST OF REIMBURSABLE LEGAL SERVICES PROVIDED TO PIONEER MUTUAL FUNDS Filings under Investment Company Act of 1940 and Securities Act of 1933 o Prepare and File (via EDGAR) Rule 24f-2 Notices (coordination with Pioneer Fund Accounting and Hale and Dorr LLP as necessary) o SEC Electronic Filing (EDGAR) Responsibilities o Prepare Fund Registration Statements and Related Filings for filing on EDGAR and complete filings o Maintain and develop enhancements to Pioneer's EDGAR systems and procedures, including contingency planning o Maintain EDGAR related databases and document archives o Liaison with third party EDGAR agents when necessary o Prepare proxy statements and related materials for filing on EDGAR and complete filings Blue Sky Administration (State Registration) o Principal liaison with Blue Sky vendor (Automated Business Development Corporation) o Coordinate SEC filing schedule and fund documentation with Blue Sky vendor o Monitor status of state filings with Blue Sky vendor o Transfer Agent coordination o Review vendor statements and invoices o Conduct vendor due diligence, as appropriate Hiring oversight In-person meetings Arthur Andersen audit Miscellaneous Services o Assist Pioneer Fund Accounting in the preparation of Fund Form N-SARs o Managing internal participation in prospectus simplification project. Charge Funds only for portion that relates to Funds--this excludes work on behalf of distribution or management companies, including coordination internally. II. LIST OF NON-REIMBURSABLE LEGAL SERVICES PROVIDED TO PIONEER MUTUAL FUNDS Filings under Investment Company Act of 1940 and Securities Act of 1933 o Maintain Pioneer Mutual Funds SEC Filing Calendar o Interact as necessary with the staff of the investment adviser, distribution company and transfer agent to ensure awareness of Fund disclosure requirements o Coordinate internal review of Prospectuses and SAIs o Coordinate Hale and Dorr LLP review and internal review of Hale and Dorr LLP material o Identify business and other situations that trigger requirement to supplement Prospectuses and SAIs Proxy Statements o Assist Hale and Dorr LLP in the preparation of proxy statements o Coordinate internal review of proxy statements and related documents o Review proxy related materials prepared by the distribution company to ensure compliance with regulatory requirements o Review the transfer agent's proxy solicitation efforts to ensure compliance with regulatory requirements o Act as liaison between Hale and Dorr LLP and transfer agency staff with respect to the proxy solicitation process Miscellaneous Services o Monitor the preparation of shareholder reports by the distribution company o Prepare and File (via EDGAR) Section 16 filings (re: Pioneer Interest Shares) o Maintain Officer and Trustee Securities Holdings (Fund and non-Fund related) o Code of Ethics Administration (as it relates to Disinterested Trustees) Regulatory Oversight o Monitor proposed changes in applicable regulation and inform appropriate Pioneer personnel of the proposals and impact on Funds o Act as liaison with Hale and Dorr LLP in the implementation of changes Special Projects o Coordinate implementation of Text Manager (formerly Document Directions software system) for prospectus production o Prospectus simplification efforts on behalf of distribution or management companies, including internal coordination o Privacy procedures required by Gramm, Leach, Bliley and Regulation S-P 2 EX-99.(14) 14 ex99_14.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption "Experts - Safeco Funds", in the Combined Proxy Statement of Safeco Resource Series Trust and Prospectus for Class I Shares of Pioneer Bond VCT Portfolio, Pioneer Fund VCT Portfolio, Pioneer Growth Opportunities VCT Portfolio, Pioneer Money Market VCT Portfolio, Pioneer Mid Cap Value VCT Portfolio, Pioneer Small Cap Value II VCT Portfolio, and to the incorporation by reference of our report dated January 30, 2004, with respect to the financial statements and financial highlights of Safeco Multi-Cap Core Portfolio, Safeco Small-Cap Value Portfolio, Safeco Bond Portfolio, Safeco Growth Opportunities Portfolio, Safeco Core Equity Portfolio, and Safeco Money Market Portfolio included in the Safeco Resource Series Trust Annual Report for the year ended December 31, 2003, in the Combined Proxy Statement and Prospectus included in this Registration Statement on Form N-14 of the Pioneer Variable Contracts Trust. We further consent to the reference to us under the heading "Representations and Warranties" (paragraph 4.1(f)) in the Agreement and Plan of Reorganization included as Annex A to the Combined Proxy Statement and Prospectus. We also consent to the references to our firm under the captions "Independent Auditors" and "Financial Statements" in the Safeco Resource Series Trust Statement of Additional Information, and to the incorporation by reference of our report, dated January 30, 2004, on the financial statements and financial highlights of the Safeco Multi-Cap Core Portfolio, Safeco Small-Cap Value Portfolio, Safeco Bond Portfolio, Safeco Growth Opportunities Portfolio, Safeco Core Equity Portfolio, and Safeco Money Market Portfolio included in the Safeco Resource Series Trust Annual Report for the year ended December 31, 2003, in Post-Effective Amendment No. 28 to the Registration Statement (Form N-1A, File Nos. 33-06547/811-4717), as filed with the Securities and Exchange Commission on April 29, 2004 (Accession No. 0001047469-04-014236), which is incorporated by reference into the Combined Proxy Statement and Prospectus included in this Registration Statement on Form N-14 of the Pioneer Variable Contracts Trust. Seattle, Washington August 18, 2004 /s/ ERNST & YOUNG LLP CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions "Financial Highlights" and "Experts - Pioneer Funds", in the Combined Proxy Statement of Safeco Resource Series Trust and Prospectus for Class I Shares of Pioneer Bond VCT Portfolio, Pioneer Fund VCT Portfolio, Pioneer Growth Opportunities VCT Portfolio, Pioneer Money Market VCT Portfolio, Pioneer Mid Cap Value VCT Portfolio and Pioneer Small Cap Value II VCT Portfolio, and to the incorporation by reference of our report dated February 6, 2004, with respect to the financial statements and financial highlights of Pioneer Fund VCT Portfolio, Pioneer Money Market VCT Portfolio and Pioneer Mid Cap Value VCT Portfolio, (each a Portfolio of Pioneer Variable Contracts Trust), included in the Annual Report to the Shareowners for the year ended December 31, 2003, in the Combined Proxy Statement and Prospectus included in this Registration Statement on Form N-14 of the Pioneer Variable Contracts Trust. We further consent to the reference to us under the heading "Representations and Warranties" (paragraph 4.2(g)) in the Agreement and Plan of Reorganization included as Annex A to the Combined Proxy Statement and Prospectus. We also consent to the references to our firm under the captions "Independent Auditors" and "Financial Statements" in the Statement of Additional Information of Pioneer Variable Contracts Trust, and to the incorporation by reference of our report, dated February 6, 2004, on the financial statements and financial highlights of Pioneer Fund VCT Portfolio, Pioneer Money Market VCT Portfolio, Pioneer Mid Cap Value VCT Portfolio (each a portfolio of Pioneer Variable Contracts Trust) included in the Annual Report to the Shareowners for the year ended December 31, 2003, in Post-Effective Amendment No. 31 to the Registration Statement (Form N-1A, File Nos. 33-84546; 811-08786), as filed with the Securities and Exchange Commission on May 28, 2004 (Accession No. 0001016964-04-000195), which is incorporated by reference into the Combined Proxy Statement and Prospectus included in this Registration Statement on Form N-14 of the Pioneer Variable Contracts Trust. /s/ ERNST & YOUNG LLP Boston, Massachusetts August 18, 2004 EX-99.(16) 15 ex16.txt POWER OF ATTORNEY I, the undersigned trustee or officer of the investment companies listed on Annex A for which Pioneer Investment Management, Inc. or one of its affiliates acts as investment adviser, hereby constitute and appoint John F. Cogan, Jr., Osbert Hood, Dorothy E. Bourassa, John Carey and Vincent Nave, and each of them acting singly, to be my true, sufficient and lawful attorneys, with full power to each of them and each of them acting singly, to sign for me, in my name and the capacities indicated below, (i) any Registration Statement on Form N-1A, Form N-14, N-2 or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto filed by any of the investment companies listed in Annex A or any investment company for which Pioneer Investment Management, Inc or any of its affiliates acts as investment adviser in the future (each a "Trust") of which I am now or am on the date of such filing a Trustee or officer of the Trust, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers relating thereto, and generally to do all such things in my name and on behalf of me in the capacities indicated to enable each Trust to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and thereunder, hereby ratifying and confirming my signature as it may be signed by said attorneys or each of them to any and all Registration Statements and amendments to said Registration Statement. IN WITNESS WHEREOF, I have hereunder set my hand on this 2nd day of June, 2003. /s/ Mary K. Bush /s/ John F. Cogan, Jr. - ------------------------------------ ------------------------------------ Mary K. Bush John F. Cogan, Jr. /s/ Richard H. Egdahl, M.D. /s/ Margaret B. W. Graham - ------------------------------------ ------------------------------------ Richard H. Egdahl, M.D. Margaret B.W. Graham /s/ Osbert Hood /s/ Marguerite A. Piret - ------------------------------------ ------------------------------------ Osbert Hood Marguerite A. Piret /s/ Stephen K. West /s/ John Winthrop - ------------------------------------ ------------------------------------ Stephen K. West John Winthrop /s/ Vincent Nave - ------------------------------------ Vincent Nave POWER OF ATTORNEY ANNEX A Pioneer International Value Fund Pioneer Europe Fund Pioneer International Equity Fund Pioneer Emerging Markets Fund Pioneer Mid Cap Value Fund Pioneer Mid Cap Growth Fund Pioneer Growth Shares Pioneer Small Company Fund Pioneer Independence Fund Pioneer Small Cap Value Fund Pioneer Balanced Fund Pioneer Equity Income Fund Pioneer Fund Pioneer Value Fund Pioneer Real Estate Shares Pioneer America Income Trust Pioneer Bond Fund Pioneer Tax Free Income Fund Pioneer Money Market Trust Pioneer Strategic Income Fund Pioneer Core Equity Fund Pioneer High Yield Fund Pioneer Large Cap Value Fund Pioneer Market Neutral Fund Pioneer Europe Select Fund Pioneer Interest Shares Pioneer Variable Contracts Trust Pioneer High Income Trust Pioneer Emerging Growth Fund Pioneer Large Cap Growth Fund Pioneer Small Cap Growth Fund Pioneer Aggressive Growth Fund Pioneer Protected Principal Trust Pioneer Municipal High Income Trust EX-99.(17)(B) 16 ex99_17b.txt SAFECO RESOURCE SERIES TRUST SAFECO BOND PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS - [ ], 2004 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF SAFECO RESOURCE SERIES TRUST (THE "TRUST"), ON BEHALF OF ITS SERIES, SAFECO BOND PORTFOLIO (the "portfolio") and relates to proposals with respect to the portfolio. The undersigned hereby appoints [ ] and [ ] or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the special meeting of the shareholders of the portfolio to be held at 2 Union Square, 25th Floor, Seattle, Washington 98101, on [ ], 2004, at [ ] [a/p].m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of the special meeting of shareholders and of the accompanying proxy statement and prospectus and revokes any proxy previously given with respect to such meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE OF THIS CARD. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" PROPOSALS 1 AND 7 AND IN THE DISCRETION OF THE ABOVE-NAMED PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Date , 2004 PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE -------------------------------------------- Signature(s) (Title(s) if applicable) NOTE: Signature(s) should agree with the name(s) printed herein. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. YOUR VOTE IS IMPORTANT. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW This proxy will be voted "For" Proposals 1 and 7 if no specification is made below. For shareholders of Safeco Bond Portfolio: YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1. (1) FOR [ ] AGAINST [ ] ABSTAIN [ ] YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 7. (2) FOR [ ] AGAINST [ ] ABSTAIN [ ] (3) To vote and otherwise represent the above-signed shareholder(s) on any other matter that may properly come before the meeting or any adjournment or postponement thereof. WE NEED YOUR VOTE BEFORE __________, 2004. PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. THANK YOU FOR YOUR TIME SAFECO RESOURCE SERIES TRUST SAFECO CORE EQUITY PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS - [ ], 2004 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF SAFECO RESOURCE SERIES TRUST (THE "TRUST"), ON BEHALF OF ITS SERIES, SAFECO CORE EQUITY PORTFOLIO (the "portfolio") and relates to proposals with respect to the portfolio. The undersigned hereby appoints [ ] and [ ] or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the special meeting of the shareholders of the portfolio to be held at 2 Union Square, 25th Floor, Seattle, Washington 98101, on [ ], 2004, at [ ] [a/p].m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of the special meeting of shareholders and of the accompanying proxy statement and prospectus and revokes any proxy previously given with respect to such meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE OF THIS CARD. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" PROPOSALS 2 AND 7 AND IN THE DISCRETION OF THE ABOVE-NAMED PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Date , 2004 PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE ----------------------------------------- Signature(s) (Title(s) if applicable) NOTE: Signature(s) should agree with the name(s) printed herein. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. YOUR VOTE IS IMPORTANT. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW This proxy will be voted "For" Proposals 2 and 7 if no specification is made below. For shareholders of Safeco Core Equity Portfolio: YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2. (1) FOR [ ] AGAINST [ ] ABSTAIN [ ] YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 7. (2) FOR [ ] AGAINST [ ] ABSTAIN [ ] (3) To vote and otherwise represent the above-signed shareholder(s) on any other matter that may properly come before the meeting or any adjournment or postponement thereof. WE NEED YOUR VOTE BEFORE __________, 2004. PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. THANK YOU FOR YOUR TIME SAFECO RESOURCE SERIES TRUST SAFECO GROWTH OPPORTUNITIES PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS - [ ], 2004 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF SAFECO RESOURCE SERIES TRUST (THE "TRUST"), ON BEHALF OF ITS SERIES, SAFECO GROWTH OPPORTUNITIES PORTFOLIO (the "portfolio") and relates to proposals with respect to the portfolio. The undersigned hereby appoints [ ] and [ ] or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the special meeting of the shareholders of the portfolio to be held at 2 Union Square, 25th Floor, Seattle, Washington 98101, on [ ], 2004, at [ ] [a/p].m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of the special meeting of shareholders and of the accompanying proxy statement and prospectus and revokes any proxy previously given with respect to such meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE OF THIS CARD. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" PROPOSALS 3 AND 7 AND IN THE DISCRETION OF THE ABOVE-NAMED PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Date , 2004 PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE ----------------------------------------- Signature(s) (Title(s) if applicable) NOTE: Signature(s) should agree with the name(s) printed herein. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. YOUR VOTE IS IMPORTANT. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW This proxy will be voted "For" Proposals 3 and 7 if no specification is made below. For shareholders of Safeco Growth Opportunities Portfolio: YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3. (1) FOR [ ] AGAINST [ ] ABSTAIN [ ] YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 7. (2) FOR [ ] AGAINST [ ] ABSTAIN [ ] (3) To vote and otherwise represent the above-signed shareholder(s) on any other matter that may properly come before the meeting or any adjournment or postponement thereof. WE NEED YOUR VOTE BEFORE __________, 2004. PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. THANK YOU FOR YOUR TIME SAFECO RESOURCE SERIES TRUST SAFECO MONEY MARKET PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS - [ ], 2004 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF SAFECO RESOURCE SERIES TRUST (THE "TRUST"), ON BEHALF OF ITS SERIES, SAFECO MONEY MARKET PORTFOLIO (the "portfolio") and relates to proposals with respect to the portfolio. The undersigned hereby appoints [ ] and [ ] or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the special meeting of the shareholders of the portfolio to be held at 2 Union Square, 25th Floor, Seattle, Washington 98101, on [ ], 2004, at [ ] [a/p].m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of the special meeting of shareholders and of the accompanying proxy statement and prospectus and revokes any proxy previously given with respect to such meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE OF THIS CARD. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" PROPOSALS 4 AND 7 AND IN THE DISCRETION OF THE ABOVE-NAMED PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Date , 2004 PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE ----------------------------------------- Signature(s) (Title(s) if applicable) NOTE: Signature(s) should agree with the name(s) printed herein. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. YOUR VOTE IS IMPORTANT. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW This proxy will be voted "For" Proposals 4 and 7 if no specification is made below. For shareholders of Safeco Money Market Portfolio: YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 4. (1) FOR [ ] AGAINST [ ] ABSTAIN [ ] YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 7. (2) FOR [ ] AGAINST [ ] ABSTAIN [ ] (3) To vote and otherwise represent the above-signed shareholder(s) on any other matter that may properly come before the meeting or any adjournment or postponement thereof. WE NEED YOUR VOTE BEFORE __________, 2004. PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. THANK YOU FOR YOUR TIME SAFECO RESOURCE SERIES TRUST SAFECO MULTI-CAP CORE PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS - [ ], 2004 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF SAFECO RESOURCE SERIES TRUST (THE "TRUST"), ON BEHALF OF ITS SERIES, SAFECO MULTI-CAP CORE PORTFOLIO (the "portfolio") and relates to proposals with respect to the portfolio. The undersigned hereby appoints [ ] and [ ] or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the special meeting of the shareholders of the portfolio to be held at 2 Union Square, 25th Floor, Seattle, Washington 98101, on [ ], 2004, at [ ] [a/p].m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of the special meeting of shareholders and of the accompanying proxy statement and prospectus and revokes any proxy previously given with respect to such meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE OF THIS CARD. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" PROPOSALS 5 AND 7 AND IN THE DISCRETION OF THE ABOVE-NAMED PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Date , 2004 PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE ----------------------------------------- Signature(s) (Title(s) if applicable) NOTE: Signature(s) should agree with the name(s) printed herein. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. YOUR VOTE IS IMPORTANT. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW This proxy will be voted "For" Proposals 5 and 7 if no specification is made below. For shareholders of Safeco Multi-Cap Core Portfolio: YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 5. (1) FOR [ ] AGAINST [ ] ABSTAIN [ ] YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 7. (2) FOR [ ] AGAINST [ ] ABSTAIN [ ] (3) To vote and otherwise represent the above-signed shareholder(s) on any other matter that may properly come before the meeting or any adjournment or postponement thereof. WE NEED YOUR VOTE BEFORE __________, 2004. PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. THANK YOU FOR YOUR TIME SAFECO RESOURCE SERIES TRUST SAFECO SMALL-CAP VALUE PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS - [ ], 2004 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF SAFECO RESOURCE SERIES TRUST (THE "TRUST"), ON BEHALF OF ITS SERIES, SAFECO SMALL-CAP VALUE PORTFOLIO (the "portfolio") and relates to proposals with respect to the portfolio. The undersigned hereby appoints [ ] and [ ] or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the special meeting of the shareholders of the portfolio to be held at 2 Union Square, 25th Floor, Seattle, Washington 98101, on [ ], 2004, at [ ] [a/p].m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the notice of the special meeting of shareholders and of the accompanying proxy statement and prospectus and revokes any proxy previously given with respect to such meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE OF THIS CARD. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" PROPOSALS 6 AND 7 AND IN THE DISCRETION OF THE ABOVE-NAMED PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Date , 2004 PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE -------------------------------------------------- Signature(s) (Title(s) if applicable) NOTE: Signature(s) should agree with the name(s) printed herein. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. YOUR VOTE IS IMPORTANT. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW This proxy will be voted "For" Proposals 6 and 7 if no specification is made below. For shareholders of Safeco Small-Cap Value Portfolio: YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 6. (1) FOR [ ] AGAINST [ ] ABSTAIN [ ] YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 7. (2) FOR [ ] AGAINST [ ] ABSTAIN [ ] (3) To vote and otherwise represent the above-signed shareholder(s) on any other matter that may properly come before the meeting or any adjournment or postponement thereof. WE NEED YOUR VOTE BEFORE __________, 2004. PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. THANK YOU FOR YOUR TIME -----END PRIVACY-ENHANCED MESSAGE-----