SHARE PURCHASE AGREEMENT
This Agreement is made as of the 1st day of March, 1997 between The
Pioneer Group, Inc., a Delaware corporation ("PGI"), and Pioneer Micro-Cap Fund,
a Delaware business trust (the "Trust").
WHEREAS, the Trust wishes to sell to PGI, and PGI wishes to purchase
from the Trust, $100,000 of shares of beneficial interest of the Trust ( shares)
at a purchase price of $ per share (collectively, the "Shares"); and
WHEREAS, PGI 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, PGI is
delivering to the Trust a check in the amount of $100,000 in full payment for
the Shares.
2. PGI agrees that it is purchasing the Shares for investment and has
no present intention of redeeming or reselling the Shares.
3. PGI 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.
THE PIONEER GROUP, INC.
_____________________________
Xxxx X. Xxxxx, Xx.
President
PIONEER MICRO-CAP FUND
_____________________________
Xxxxxx X. Xxxxx
Secretary
