SHARE PURCHASE AGREEMENT
This Agreement is made as of the 18th day of February, 1997 between
Pioneer Funds Distributor, Inc., a Massachusetts corporation ("PFD"), and
Pioneer Micro-Cap Fund, a Delaware business trust (the "Trust").
WHEREAS, the Trust wishes to sell to PFD, and PFD wishes to purchase
from the Trust, $100,000 of shares of beneficial interest of the Trust
(6,666.666 shares) at a purchase price of $15.00 per share (collectively, the
"Shares"); and
WHEREAS, PFD is purchasing the Shares for the purpose of providing the
initial capitalization of the Trust as required by the Investment Company Act of
1940;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, PFD is
delivering to the Trust a check in the amount of $100,000 in full payment for
the Shares.
2. PFD agrees that it is purchasing the Shares for investment and has
no present intention of redeeming or reselling the Shares.
3. PFD further agrees that it may not withdraw the Shares from the
Trust at a rate, which at any time during the Trust's first five years of
operations, exceeds in the aggregate $1,666.67 per month.
Executed as of the date first set forth above.
PIONEER FUNDS DISTRIBUTOR, INC.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Director
PIONEER MICRO-CAP FUND
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Assistant Treasurer
