FORM OF SHARE PURCHASE AGREEMENT This Agreement is made as of the _____ day of , 1995 between The Pioneer Group, Inc., a Delaware corporation ("PGI"), and Pioneer Small Cap Fund, a Delaware business trust (the "Fund"). WHEREAS, the Fund wishes to sell...

                        FORM OF SHARE PURCHASE AGREEMENT


         This  Agreement  is made as of the  _____  day of ,  1995  between  The
Pioneer Group, Inc., a Delaware corporation ("PGI"), and Pioneer Small Cap Fund,
a Delaware business trust (the "Fund").

         WHEREAS,  the Fund  wishes to sell to PGI,  and PGI wishes to  purchase
from the Fund,  $100,000 of shares of beneficial  interest of the Fund ( 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 Fund 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 Fund 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 Fund
at a rate,  which at any time during the Fund'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 SMALL CAP FUND




                                        Xxxxxx X. Xxxxx
                                        Secretary