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July 13, 2007
Pioneer Variable Contracts Trust
60 State Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
Pioneer Variable Contracts Trust (the "Trust") was established as a Delaware
statutory trust under an Agreement and Declaration of Trust, dated September 27,
1994, as amended from time to time (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 provided therein. 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 established two
classes of shares designated as Class I and Class II shares for Pioneer Fund VCT
Portfolio and Pioneer Bond VCT Portfolio.
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.
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
Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston Massachusetts
02109
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Pioneer Variable Contracts Trust
July 13, 2007
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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 (which for
this purpose includes applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws), 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
Article VIII, Section 2 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 the
Trust, 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-14, and each Agreement and Plan of Reorganization between
(i) Pioneer Value VCT Portfolio and Pioneer Fund VCT Portfolio, and (ii) Pioneer
America Income VCT Portfolio and Pioneer Bond VCT Portfolio, 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.
We are opining only as to the specific legal issues expressly set forth herein,
and no opinion should be inferred as to any other matters. We are opining on the
date hereof as to the law in effect on the date hereof, and we disclaim any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments that 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
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Pioneer Variable Contracts Trust
July 13, 2007
Page 3
requirements of 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,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By: /s/ Christopher P. Harvey
-------------------------
Christopher P. Harvey, Partner