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Pioneer Variable Contracts Trust

Filed: 29 Apr 13, 8:00pm

                              BINGHAM McCUTCHEN LLP
                               ONE FEDERAL STREET
                          BOSTON, MASSACHUSETTS 02110

                                 April 30, 2013
VIA EDGAR

Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549

Re:  Pioneer  Variable  Contracts  Trust
     Registration  Statement  on  Form  N-1A
    (File Nos. 33-84546; 811-08786)

Ladies and Gentlemen:

     This letter is to respond to comments we received on April 5, 2013 from Ms.
Rebecca Marquigny of the Staff of the Securities and Exchange Commission (the
"Commission") regarding Post-Effective Amendment No. 53 to the Registration
Statement on Form N-1A for Pioneer Variable Contracts Trust (the "Registrant")
filed on February 20, 2013.

I. GENERAL COMMENTS

A.  COMMENT:   The Staff requested that the Registrant provide a letter to the
               Commission that includes certain "Tandy" acknowledgments with the
               Registrant's response to the Staff's comments.

    RESPONSE:  A Tandy representation letter executed in connection with the
               filing of this response is attached hereto as Exhibit A.
                                                             ---------

B.  COMMENT:   The Staff noted that comments provided with respect to the
               prospectus for one of the Registrant's series also apply to the
               prospectuses for the Registrant's other series, as applicable.

    RESPONSE:  The Registrant has addressed the Staff's comments in the manner
               indicated in the following responses.  The Registrant notes that
               its responses with respect to one of the Registrant's series also
               apply to the Registrant's other series, as applicable.

II. PROSPECTUS FEE TABLES

1.  COMMENT:   The Staff requested that the Registrant confirm that if the
               Registrant states that the portfolio may invest in exchange-
               traded funds, the portfolio does not invest in such exchange-
               traded funds or other investment companies to the extent that
               such investments



               represent 0.01% or more of the portfolio's expenses and must be
               included as acquired fund fees and expenses in the portfolio's
               fee table.

    RESPONSE:  The Registrant confirms that the portfolio does not invest in
               exchange-traded funds or other investment companies to the extent
               that such investments represent 0.01% or more of the portfolio's
               expenses and must be included as acquired fund fees and expenses
               in the portfolio's fee table.

2.  COMMENT:   The Staff requested that the Registrant remove the statement
               "there can be no assurance that the adviser will extend the
               expense limitations beyond such time" from the footnote to the
               fee table. The Staff noted that the statement is not necessary,
               since the footnote indicates the term for which the expense
               limitation will be in effect.

    RESPONSE:  The Registrant respectfully submits that the statement referenced
               by the Staff relates to the period for which the fee waiver
               arrangement is expected to continue, in accordance with
               Instruction 3(e) to Item 3 to Form N-1A, and accordingly has not
               made the requested change.

III. PROSPECTUS - PIONEER DISCIPLINED VALUE VCT PORTFOLIO

A. PORTFOLIO TURNOVER

1.  COMMENT:   The Staff noted that the portfolio's portfolio turnover for the
               last fiscal year was less than 100% and, accordingly, suggested
               that the Registrant consider removing disclosure indicating that
               portfolio turnover risk is a principal risk of investing in the
               portfolio.

    RESPONSE:  The Registrant respectfully submits that the disclosure
               referenced by the Staff is useful to investors and consistent
               with the anticipated portfolio turnover of the portfolio for the
               current fiscal year. Accordingly, the Registrant has not removed
               the disclosure referenced by the Staff.

B. PRINCIPAL INVESTMENT STRATEGIES

1.  COMMENT:   The Staff noted that the Registrant states that the Portfolio
               "invests primarily in equity securities of U.S. issuers." The
               Staff suggested that the Registrant consider adding disclosure to
               clarify what the Registrant means by "primarily."

    RESPONSE:  The Registrant respectfully submits that the use of "primarily"
               in the current disclosure is sufficiently clear and that
               additional disclosure or a percentage limitation would not be
               useful to investors.

2.  COMMENT:   The Staff noted that the Registrant includes risks of investing
               in IPOs as a principal risk of the investing in the portfolio.
               The Staff requested that the Registrant add disclosure to address
               that the portfolio may use investments in IPOs as an element of
               its principal investment strategy.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

3.  COMMENT:   The Staff requested that the Registrant add investment strategy
               disclosure regarding investment in a limited number of issuers
               that corresponds to the issuer focus risk factor.

                                       2



    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

4.  COMMENT:   The Staff requested that the Registrant add investment strategy
               disclosure explaining how investments in REITs, which, the Staff
               noted, are generally income producing securities and not
               necessarily long-term investments, help to achieve the
               portfolio's investment objective of long-term capital growth.

    RESPONSE:  The Registrant notes that REITs have both income and capital
               appreciation components. The Registrant notes that it believes
               that investments in equity securities that have income and
               capital appreciation components, including REITs, contribute to
               the portfolio's overall investment objective of long-term capital
               growth. The Registrant notes that REITs are only one of a number
               of different types of equity securities in which the portfolio
               may invest that have income and capital appreciation components.
               The Registrant does not believe that it is necessary to
               distinguish REITs from such other types of equity securities that
               have income and capital appreciation components. Accordingly, the
               Registrant respectfully submits that no additional disclosure is
               required.

5.  COMMENT:   The Staff noted that the Registrant states that the investment
               adviser's research teams "employ a quantitative, growth-oriented
               approach to construct the portfolio." The Staff suggested that
               the Registrant confirm that the statement is correct in light of
               the portfolio's stated value focus.

    RESPONSE:   The Registrant has revised the disclosure referenced by the
                Staff to reflect the portfolio's value focus.

6.  COMMENT:   The Staff requested that the Registrant consider adding
               investment strategy disclosure to indicate more clearly the
               strategy to which the market segment risk factor corresponds.

    RESPONSE:  The Registrant respectfully submits that the market segment risk
               factor relates to the portfolio's investment strategy with
               sufficient clarity, and that no revision to the investment
               strategy disclosure is required.

C. PRINCIPAL RISKS

1.  COMMENT:   The Staff suggested that the Registrant add risk disclosure
               regarding investments in ETFs and REITs to correspond to the
               related investment strategy disclosure, or to explain why such
               disclosure would not be appropriate.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

2.  COMMENT:   The Staff asked the Registrant to confirm if risk disclosure
               should be added regarding investment in growth stocks to
               correspond to disclosure in the investment strategy section.

    RESPONSE:  As noted above, the Registrant has revised the disclosure where
               necessary to reflect the portfolio's value focus.

3.  COMMENT:   The Staff requested that the Registrant consider presenting risks
               of investing in junk bonds as a stand-alone investment risk or
               otherwise highlight the greater risks of such investments as
               compared to the risks of investing in investment grade bonds.

                                       3



    RESPONSE:  The Registrant respectfully submits that the risks of investing
               in junk bonds are sufficiently highlighted in the current
               disclosure and that no additional or stand-alone disclosure with
               respect to junk bonds is required.

D. PERFORMANCE

1.  COMMENT:   The Staff requested that the Registrant remove all horizontal
               lines from the bar chart except for the zero axis line. The Staff
               also noted that the Registrant should label the vertical axis.

    RESPONSE:  The Registrant respectfully submits that removal of all
               horizontal lines from the bar chart is not required, that the
               axes of the bar chart are sufficiently labeled and that no
               changes to the bar chart are required.

E. MORE ON THE PORTFOLIO'S INVESTMENT OBJECTIVES AND STRATEGIES.

1.  COMMENT:   The Staff suggested that the Registrant move the statement that
               "the portfolio may invest up to 5% of its net assets in junk
               bonds" so that it does not immediately precede the statement that
               "the portfolio invests in debt securities when Pioneer believes
               they are consistent with the portfolio's investment objective of
               long-term capital growth, to diversify the portfolio or for
               greater liquidity." The Staff noted that, juxtaposed, the two
               statements do not appear entirely consistent.

    RESPONSE:  The Registrants have revised the disclosure to address the
               Staff's comment.

2.  COMMENT:   The Staff noted that the Registrant states that "Pioneer's
               research teams evaluate a security's potential value based on the
               company's assets and prospects for earnings growth." The Staff
               suggested that the Registrant confirm that the description of the
               adviser's process for evaluating securities is accurate.

    RESPONSE:  The Registrant confirms that the description of the adviser's
               process for evaluating securities is accurate.

3.  COMMENT:   The Staff suggested that the Registrant confirm that the
               definitions of non-U.S. issuers used in the prospectuses of
               Pioneer Disciplined Value VCT Portfolio and Pioneer Select Mid
               Cap Growth VCT Portfolio are consistent.

    RESPONSE:  The Registrant confirms that the definitions of non-U.S. issuers
               used in the prospectuses of Pioneer Disciplined Value VCT
               Portfolio and Pioneer Select Mid Cap Growth VCT Portfolio are
               consistent.

4.  COMMENT:   The Staff requested that the Registrant provide disclosure
               describing the criteria the adviser uses to evaluate whether a
               debt security is of equivalent quality to a security rated in one
               of the top four categories by a nationally recognized statistical
               rating organization.

    RESPONSE:  The Registrant respectfully declines to provide additional
               disclosure in response to the Staff's comment. The Registrant
               notes that the adviser's evaluation of a security's credit
               quality depends on specific facts and circumstances, rather than
               general criteria. Accordingly, the Registrant submits that
               additional disclosure regarding the adviser's evaluation of a
               security's credit quality would not be in "plain English" and
               would not be useful to investors, particularly since the
               portfolio is an equity fund that makes only limited investments
               in debt securities.

                                       4



5.  COMMENT:   The Staff noted that the Registrant states that the portfolio may
               use derivatives for a variety of purposes, including to manage
               portfolio characteristics. The Staff suggested that the
               Registrant add disclosure to clarify what it means by "portfolio
               characteristics."

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

F. MORE ON THE RISKS OF INVESTING IN THE PORTFOLIO

1.  COMMENT:   The Staff noted that the Registrant appears to include "issuers
               with significant exposure to foreign markets" within the
               definition of non-U.S. investments for purposes of the risk
               disclosure, and noted that this is not consistent with the
               definition of non-U.S. investments in the investment strategy
               section. The Staff requested that the Registrant revise the
               disclosure to confirm that it defines non-U.S. investments
               consistently in the prospectus. The Staff also requested that the
               Registrant clarify what it means by "significant exposure."

    RESPONSE:  The Registrant has revised the disclosure referenced by the Staff
               to clarify that such disclosure addresses investments in U.S.
               ISSUERS that have exposure to foreign markets. The Registrant
               confirms that it defines non-U.S. investments consistently in the
               prospectus. The Registrant also respectfully submits that the use
               of "significant exposure" in the current disclosure is
               sufficiently clear and that additional disclosure or a percentage
               limitation would not be useful to investors.

G.  PORTFOLIO MANAGERS

1.  COMMENT:   The Staff requested that the Registrant add disclosure to clarify
               each portfolio manager's business experience for the past five
               years.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

IV. PROSPECTUS - PIONEER SELECT MID CAP GROWTH FUND

A. PRINCIPAL INVESTMENT STRATEGIES

1.  COMMENT:   The Staff noted that the Registrant states that "normally, the
               portfolio invests at least 80% of its net assets (plus the amount
               of borrowings, if any, for investment purposes) in equity
               securities of mid-size companies." The Staff requested that the
               Registrant remove the word "normally" or add disclosure
               clarifying when the portfolio would deviate from its principal
               investment strategy.

    RESPONSE:  The Registrant notes that the disclosure regarding "cash
               management and temporary investments" included in "more on the
               portfolio's investment objectives and strategies" addresses
               circumstances under which the portfolio may depart from its
               principal investment strategy. The Registrant respectfully
               submits that no additional disclosure is required.

2.  COMMENT:   The Staff requested that the Registrant consider adding
               investment strategy disclosure to indicate more clearly the
               strategy to which the market segment risk factor corresponds.

                                       5



    RESPONSE:  The Registrant respectfully submits that the market segment risk
               factor relates to the portfolio's investment strategy with
               sufficient clarity, and that no revision to the investment
               strategy disclosure is required.

3.  COMMENT:   The Staff requested that the Registrant confirm that disclosure
               in the investment strategy and investment risks sections
               regarding junk bonds states that the portfolio may invest in
               securities that are in default.

    RESPONSE:  The Registrant has added disclosure to confirm that it discloses
               in the investment strategy and investment risks sections that the
               portfolio may invest in securities that are in default.

B. PRINCIPAL INVESTMENT RISKS

1.  COMMENT:   The Staff noted that the portfolio's portfolio turnover rate
               exceeded 100% for the last fiscal year, and requested that the
               Registrant add disclosure regarding portfolio turnover risks.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

2.  COMMENT:   The Staff requested that the Registrant consider presenting risks
               of investing in junk bonds and risks of investing in emerging
               markets securities as stand-alone investment risks or otherwise
               highlight the greater risks of such investments as compared to
               the risks of investing in investment grade bonds and
               international securities, respectively.

    RESPONSE:  The Registrant respectfully submits that the risks of investing
               in junk bonds and emerging markets securities are sufficiently
               highlighted in the current disclosure and that no additional or
               stand-alone disclosure with respect to junk bonds or emerging
               markets securities is required.

3.  COMMENT:   The Staff requested that the Registrant add risk disclosure
               regarding convertible securities, depositary receipts and
               preferred securities to correspond to the disclosure in the
               principal investment strategies section.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

4.  COMMENT:   The Staff requested that the Registrant delete the statement that
               "an investment in the portfolio is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency" unless the variable
               products and qualified plans offering the portfolio are sold
               through or advised by a depository institution.

    RESPONSE:  The Registrant notes that it is affiliated with a depository
               institution and that the portfolio may be sold by or through
               insurance companies or financial intermediaries that may be
               affiliated with depository institutions. Accordingly, the
               Registrant respectfully submits that the disclosure referenced by
               the Staff is applicable to the portfolio, and has not made the
               requested change.

                                       6



C. PERFORMANCE

1.  COMMENT:   The Staff requested that the Registrant revise the disclosure to
               state clearly that the returns of Class II shares would have been
               lower if all of the expenses applicable to Class II shares had
               been reflected in the returns.

    RESPONSE:  The Registrant has revised the disclosure to address the Staff's
               request.

2.  COMMENT:   The Staff requested that the Registrant remove the disclosure
               with respect to the predecessor portfolio because such disclosure
               is not permitted or required by Item 4 of Form N-1A.

    RESPONSE:  The Registrant confirms that it understands the requirements of
               Item 4 of Form N-1A. The Registrant respectfully submits that the
               disclosure referenced by the Staff is useful to investors and
               consistent with Staff guidance with respect to presentation of
               fund performance, and has not removed such disclosure.

3.  COMMENT:   The Staff requested that the Registrant remove all horizontal
               lines from the bar chart except for the zero axis line. The Staff
               also noted that the Registrant should label the vertical axis.

    RESPONSE:  The Registrant respectfully submits that removal of all
               horizontal lines from the bar chart is not required, that the
               axes of the bar chart are sufficiently labeled and that no
               changes to the bar chart are required.

D. MORE ON THE PORTFOLIO'S INVESTMENT OBJECTIVES AND STRATEGIES.

1.  COMMENT:   The Staff requested that the Registrant add disclosure indicating
               how it defines an emerging markets issuer.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

2.  COMMENT:   The Staff noted that the Registrant states that the portfolio may
               use derivatives for a variety of purposes, including to manage
               portfolio characteristics. The Staff suggested that the
               Registrant add disclosure to clarify what it means by "portfolio
               characteristics."

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

E. PRICING OF SHARES.

1.  COMMENT:   The Staff referred to Item 11(a)(3) of Form N-1A and requested
               that the Registrant add a statement identifying in a general
               manner any national, local or regional holidays when shares will
               not be priced, or a statement that shares will not be priced on
               the days on which the New York Stock Exchange is closed for
               trading.

    RESPONSE:  The Registrant notes that it believes that the current disclosure
               sufficiently indicates that shares will not be priced on the days
               on which the New York Stock Exchange is closed for trading.
               However, the Registrant has added disclosure to address the
               Staff's request.

                                       7



V. STATEMENT OF ADDITIONAL INFORMATION

1.  COMMENT:   The Staff suggested that the Registrant incorporate the
               prospectus by reference into the Statement of Additional
               Information ("SAI").

    RESPONSE:  The Registrant respectfully submits that it is not necessary or
               required to incorporate the prospectus by reference into the SAI.

2.  COMMENT:   The Staff noted that the SAI includes references to other
               portfolios that do not appear to be offered by the SAI.

    RESPONSE:  The Registrant notes that the SAI will be combined with the SAI
               used by other series of the Registrant in the Registrant's
               Rule 485(b) filing.

3.  COMMENT:   The Staff requested that the Registrant confirm that the
               disclosure regarding disclosure of portfolio holdings addresses
               the manner in which the portfolios' board of trustees exercises
               oversight of disclosure of the portfolios' securities, in
               accordance with Item 16(f)(1)(vii) of Form N-1A.

    RESPONSE:  The Registrant confirms that the disclosure regarding disclosure
               of portfolio holdings addresses the manner in which the
               portfolios' board of trustees exercises oversight of disclosure
               of the portfolios' securities.

4.  COMMENT:   The Staff noted that certain of the parties that have ongoing
               arrangements to receive portfolio holdings disclosure receive
               such information "as needed for internal risk analysis." The
               Staff requested that the Registrant revise the disclosure to
               clarify the reasons that such parties receive portfolio holdings
               information.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

5.  COMMENT:   The Staff noted that the disclosure states that the portfolios'
               service providers are subject to duties of confidentiality. The
               Staff requested that the Registrants clarify that the service
               providers also have a duty not to trade on nonpublic information.

    RESPONSE:  The Registrant has added disclosure to address the Staff's
               request.

6.  COMMENT:   The Staff requested that the Registrant revise the disclosure in
               the Statement of Additional Information regarding portfolio
               managers' potential conflicts of interest to discuss with greater
               specificity conflicts of interest that may arise in connection
               with the management by each portfolio manager of the applicable
               portfolio discussed in the Registration Statement on the one
               hand, and the other accounts managed by that portfolio manager on
               the other hand, as required by Item 20(a)(4) of Form N-1A.

    RESPONSE:  The Registrant respectfully submits that the disclosure
               referenced by the Staff complies with the requirements of Item
               20(a)(4) of Form N-1A, and that no additional disclosure is
               required.

                                       8



VI. PART C

1.  COMMENT:   The Staff requested that the Registrant confirm that the
               disclosure provided in response to Item 31 is fully responsive to
               such item.

    RESPONSE:  The Registrant confirms that the disclosure provided in response
               to Item 31 is fully responsive to such item.

     Please call the undersigned at (617) 951-8458 or Toby Serkin at (617)
951-8760 with any questions.

                                      Sincerely,

                                      /s/ Jeremy Kantrowitz
                                      --------------------------------
                                      Jeremy Kantrowitz

cc:  Terrence J. Cullen
     Christopher J. Kelley
     Roger P. Joseph
     Toby R. Serkin

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