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