EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT
Expense Limit and Reimbursement Agreement made as of February 1, 2004,
between Pioneer Investment Management, Inc. ("PIM") and Pioneer Variable
Contracts Trust (the "Trust") with respect to the Trust's series of shares of
beneficial interest listed on APPENDIX I hereto (each a "Portfolio").
Whereas PIM wishes to reduce the expenses of each Portfolio until the
Portfolio achieves a certain level of assets; and
Whereas the Trust wishes to have PIM enter into such an agreement and
is prepared to repay such expenses if the Portfolio subsequently achieves a
sufficient level of assets;
Now therefore the parties agree as follows:
SECTION 1. PIM agrees to limit each Portfolio's expenses (the "Expense
Limitation") by waiving PIM's fees and/or reimbursing the Portfolio for the
Portfolio's ordinary operating expenses so that the total expenses of the
Portfolio (other than extraordinary expenses, such as litigation, taxes,
brokerage commissions, etc.) with respect to Class II shares do not exceed the
percentage of average daily net assets attributable to Class II shares specified
in APPENDIX I on an annual basis. PIM also agrees to waive its fees and/or
reimburse the fund-wide expenses attributable to any other authorized class of a
Portfolio's shares to the same extent that such expenses are reduced for that
Portfolio's Class II shares. In no event, shall Pioneer Funds Distributor, Inc.
be required to waive or PIM reimburse any fees payable under the Trust's Rule
12b-1 Plan.
SECTION 2. PIM may terminate or modify the Expense Limitation only in
accordance with this Agreement. PIM agrees that the Expense Limitation shall not
be modified or terminated during the remainder of the fiscal year in which this
Agreement is executed. PIM shall be entitled to modify or terminate the Expense
Limitation with respect to any fiscal year that commences subsequent to the date
this Agreement is executed if, but only if, PIM elects to modify or terminate
the Expense Limitation with respect to such subsequent fiscal year and such
election is made prior to the effective date of the Trust's post-effective
amendment to its Registration Statement on Form N-1A to incorporate the
Portfolios' financial statements; provided that this Agreement shall remain in
effect at all times with respect to a Portfolio until the Portfolio's then
current prospectus is amended or supplemented to reflect the termination or
modification of this Agreement. The election by PIM referred to in the preceding
sentence shall not be subject to the approval of the Trust or its Board of
Trustees, but PIM shall notify the Board of Trustees in advance of the
termination or modification of the Expense Limitation.
SECTION 3. PIM shall keep a record of the amount of expenses for each
class of shares that it waived or reimbursed pursuant to Section 1 hereof
("Prior Expenses"). If at any future date the total expenses of the Portfolio
attributable to Class II shares are less than the Expense Limitation, PIM shall
be entitled to be reimbursed for such Prior Expenses attributable to Class II
shares, provided that such reimbursement does not cause the Portfolio's Class II
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 the Portfolio's shares. If the Portfolio's Class II 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 Class II expenses do not exceed the Expense
Limitation (unless previously terminated by PIM), the Expense Limitation shall
be applied. Notwithstanding anything in this Section 3 to the contrary, the
Portfolio 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 Trust that the
reimbursement agreement in Section 3 shall be an obligation of the Portfolio
unless and until the total expenses of the Portfolio attributable to Class II
shares 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, the Trust shall have the right
to terminate this Agreement with respect to a Portfolio, including the
Portfolio's obligation to reimburse Prior Expenses, at any time upon notice to
PIM. This Agreement automatically terminates without obligation by the Trust
upon termination of the Portfolio's Management Contract between PIM and the
Trust.
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 1st day of February, 2004.
PIONEER VARIABLE CONTRACTS
TRUST
By:
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
Name:
Title:
APPENDIX I
CLASS II
PORTFOLIO EXPENSE LIMITATION
Pioneer Oak Ridge Large Cap Growth VCT Portfolio 1.50%
Pioneer ▇▇▇▇ America Abroad VCT Portfolio 1.50%
Pioneer ▇▇▇▇ Small and Large Cap Growth VCT 1.50%
Pioneer ▇▇▇▇ Stock VCT Portfolio 1.50%