UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
 
FORM N-1A
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Post-Effective Amendment No. 48
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 50
 
PEAR TREE FUNDS

55 Old Bedford Road
Lincoln, MA01773
(781) 259-1144
 
 
Willard L. Umphrey
President
PEAR TREE ADVISORS, INC.
55 Old Bedford Road
Lincoln, Massachusetts01773
 
Copy to:
John Hunt, Esq.
McLAUGHLIN & HUNT LLP
Ten Post Office Square, 8 th Floor
Boston, Massachusetts02109


Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
 
 
¨
immediately upon filing pursuant to paragraph (b)
   
 
o
on (date) pursuant to paragraph (b)
     
 
o
60 days after filing pursuant to paragraph (a)(1)
       
 
x
on August 1, 2012 pursuant to paragraph (a)(1)
 
o
75 days after filing pursuant to paragraph(a)(2)
 
 
o
on (date) pursuant to paragraph (a)(2) of rule 485.
     
If appropriate, check the following box:
 
 
o
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 
 
[Pear Tree Funds Logo]
 
 

 
 
PROSPECTUS
 
 
[________________], 2012
 
 
Ordinary Shares
Institutional Shares
U.S. EQUITY FUNDS
   
Pear Tree Columbia Small Cap Fund
USBNX
QBNAX
Pear Tree Columbia Micro Cap Fund
PTFMX
MICRX
Pear Tree Quality Fund
USBOX
QGIAX
 
INTERNATIONAL EQUITY FUNDS
   
Pear Tree PanAgora Dynamic Emerging Markets Fund
QFFOX
QEMAX
Pear Tree Polaris Foreign Value Fund
QFVOX
QFVIX
Pear Tree Polaris Foreign Value Small Cap Fund
QUSOX
QUSIX
As with all mutual fund shares, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.
 

 

 
Pear Tree Columbia Micro Cap Fund currently is offered only to investors located in Maryland, Massachusetts, Montana, Nebraska, New Hampshire and Oklahoma.
 

 
 

 

Table of Contents                                                                                                                                     Page
 
Summary Information About Pear Tree Funds
         
Additional Information About Investment, Objectives, Strategies and Risks
         
Management of the Pear Tree Funds
         
How to Purchase
         
How to Exchange
         
How to Redeem
         
Calculation of Net Asset Value
         
Shareholder Account Policies
         
Other Policies
         
Dividends, Distributions and Federal Taxation
         
Financial Highlights
           
Obtaining Additional Information
 
   
   

 

 
 

SUMMARY INFORMATION ABOUT PEAR TREE FUNDS
 
Pear Tree Columbia Small Cap Fund
 
Investment Objective:   Maximum long-term capital appreciation.

Fee Table and Expenses of Small Cap Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of Small Cap Fund.
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
 
Ordinary Shares
Institutional Shares
Management Fees
1.00%
1.00%
Distribution (12b-1) Fees
0.25%
None
Other Expenses
[___]%
[___]%
Acquired Fund Fees and Expenses*
[___]%
[___]%
Total Annual Fund Operating Expenses
[___]%
[___]%
*Fees and expenses incurred indirectly by Small Cap Fund as a result of investment in shares of other investment funds.
 
Example
 
This example is intended to help you compare the cost of investing in Small Cap Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in Small Cap Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5 percent return each year and that Small Cap Fund’s operating expenses remain the same as set forth in the table above.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Ordinary Class
$___
$___
$___
$___
Institutional Class
$___
$___
$___
$___

 
Portfolio Turnover
 
Small Cap Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect Small Cap Fund’s performance.  During the most recent fiscal year, Small Cap Fund’s portfolio turnover rate was __ percent of the average value of its portfolio.
 
Principal Investment Strategies
 
Under normal market conditions, Small Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in stocks of small-cap companies.  Small Cap Fund considers a small-cap company to be a company having a market capitalization at time of purchase of an issuer in the Russell 2000® Index (currently stocks with capitalizations of  , approximately $100 million to $3 billion).

The sub-adviser to Small Cap Fund utilizes a series of well-defined, established processes in order to select and reevaluatesecurities in the growth and value categories.  The sub-adviser begins with a universe of securities.  Each security in that universe is then evaluated using a series of proprietary screens involving fundamental, quantitative, qualitative and technical analysis.  Once a security has been subjected to those analytical filters, the sub-adviser performs a detailed assessment; develops an investment thesis;sets a price target and initiates a portfolio position.  Holdings are widely diversified by company and industry, although Small Cap Fund is not obligated to remain diversified. While most assets are typically invested in U.S. common stocks, Small Cap Fund may invest in American Depositary Receipts, or ADRs, and other foreign stocks traded on U.S. exchanges in keeping with Small Cap Fund’s objectives.

The sub-adviser generally considers growth stocks to be equity securities issued by companies that have sustainable competitive advantages and products or services that potentially could generate significantly greater-than-average revenue and earnings growth.  The sub-adviser generally considers value stocks to be equity securities issued by companies that have underappreciated but stable earnings and cash flow and where there are visible and imminent inflection points and catalysts that will result in increased earnings and cash flow, driving stock appreciation.

Small Cap Fund may lend its securities.  Small Cap Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.  Small Cap Fund also may take temporary defensive positions that are inconsistent with its principal investment strategies.

Principal Investment Risks

It is possible to lose money by investing in Small Cap Fund. An investment in Small Cap Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Market, Industry and Specific Holdings. The share price of Small Cap Fund may fall because of weakness in the stock markets, generally, weaknesses with respect to a particular industry in which Small Cap Fund has significant holdings, or weaknesses associated with one or more specific companies in which Small Cap Fund may have substantial investments.

Liquidity Risk.   Small Cap Fund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all.

Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Small Cap Fund’s investments may prove to be incorrect.

Small-Capitalization Securities. Investments in small-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of Small Cap Fund may be more volatile than a fund that invests in large-cap stocks.

Growth and Value Stock Investing .  Different investment styles periodically come into and fall out of favor with investors. Growth stocks generally are more volatile than the overall stock market.  Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Foreign Investing.   Small Cap Fund’s investments in foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.

Sector. Small Cap Fund occasionally may have significant investments in one or more specific industry sectors, subjecting it to risks greater than general market risk.

Non-Diversification.   Small Cap Fund is “non-diversified,” which means that it may invest a higher percentage of its assets in a small number of issuers.  When Small Cap Fund is not diversified, a decline in the value of the securities of one issuer could have a significant negative effect on the value of Small Cap Fund’s portfolio.

Securities Lending .  Securities lending involves two primary risks: investment risk and borrower default risk. Investment risk is the risk that Small Cap Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that Small Cap Fund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.

Please refer to “Fund Objectives, Strategies and Risks” in theProspectus for further details.

Performance
 
The following bar charts and tables provide some indication of the risks of investing in Small Cap Fund by showing changes in the Fund’s performance over time. The tables also compare Small Cap Fund’s performance to a broad measure of market performance that reflects the type of securities in which Small Cap Fund invests. Past performance does not necessarily indicate how Small Cap Fund will perform (before and after taxes) in the future.   Updated performance information is available at www.peartreefunds.com .
 
Annual Return Ordinary Class (Calendar year ended December 31) Returns for Institutional Shares will differ from the Ordinary Share returns due to differences in expenses between the classes.
 

 
 

 
[TO BE COMPLETED BY AMENDMENT]
 

 
Calendar year-to-date return of the Ordinary Shares of Small Cap Fund as of [DATE] is [____]%
 
Best Quarter:
   
Worst Quarter:
   
 
Average Annual Total Returns for the periods ended December 31, 2011
 
   
1 Year
 
5 Years
 
10 Years
Ordinary Shares Before Taxes
   
[___]
%
   
[___]
%
   
[___]
%
Ordinary Shares After Taxes on Distributions
   
[___]
%
   
[___]
%
   
[___]
%
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares
   
[___]
%
   
[___]
%
   
[___]
%
Institutional Shares Before Taxes
   
[___]
%
   
[___]
%
   
[___]
%
Russell 2000 Index
   
[___]
%
   
[___]
%
   
[___]
%

 
After-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary.  Actual after-tax returns may differ depending on your individual circumstances.
 
Management
 
Small Cap Fund is managed by Pear Tree Advisors, Inc.  Small Cap Fund is sub-advised by Columbia Partners, L.L.C., Investment Management (“Columbia”).  The following employees of Columbia serve as the portfolio managers of Small Cap Fund:
 
Investment Team
Position at Columbia
Manager of the Fund Since
Robert A. von Pentz, CFA
Chief Investment Officer, Senior Equity Portfolio Manager and Research Analyst
1996
Rhys Williams, CFA
Senior Equity Portfolio Manager and Research Analyst
1997

 
Buying and Selling Fund Shares
 
You may buy or sell shares of Small Cap Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, or through your broker or financial intermediary. Generally, purchase and redemption orders with respect to Fund shares are processed at the net asset value next calculated after an order is received.
 
Initial Investment Minimum
Ordinary Class:  $2,500 or
Ordinary Class Retirement Accounts:  $1,000
 
Institutional Class:  $1,000,000
 
Contact Information
Mail:      Pear Tree Funds
Attention:  Transfer Agent
55 Old Bedford Road
Lincoln, MA  01773
Telephone:   1-800-326-2151
Website:    www.peartreefunds.com
Ongoing Investment Minimum
Both Classes:  50 shares

 
Tax Information
 
Small Cap Fund’s distributions may be taxable as ordinary income or capital gains, except when your investments is through an IRA, 401(k) or other tax-advantaged investment plan.  These tax-advantaged plans may be taxed at a later date based upon your individual circumstances.
 
Payments to Broker-Dealers and other Financial Intermediaries
 
If you purchase shares of Small Cap Fund through a broker-dealer or other financial intermediary (such as a bank), Small Cap Fund and its related companies my pay the intermediary for the sale of Fund shares and related services.   These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Small Cap Fund over another investment.  Ask your salesperson or visit your financial intermediary’s internet site for more information.
 

 

Summary Information

 
 

 

Pear Tree Columbia Micro Cap Fund
 
Investment Objective: Long-term growth of capital.

Fee Table and Expenses of Micro Cap Fund
 
This table describes the fees and expenses that you may pay if you buy and hold shares of Micro Cap Fund.
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
 
Ordinary Shares
Institutional Shares
Management Fees
1.00%
1.00%
Distribution (12b-1) Fees
0.25%
None
Other Expenses
[___]*
[___]*
Total Annual Fund Operating Expenses
[___]%
[___]%
*Other Expenses are based on estimated amounts for the current fiscal year.
 
Example
 
This example is intended to help you compare the cost of investing in Micro Cap Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in Micro Cap Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5 percent return each year and that Micro Cap Fund’s operating expenses remain the same as set forth in the table above.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Ordinary Class
$[___]
$[___]
$[___]
$[___]
Institutional Class
$[___]
$[___]
$[___]
$[___]

 
Portfolio Turnover
 
Micro Cap Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).   A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect Micro Cap Fund’s performance.During the most recent fiscal year, Micro Cap Fund’s portfolio turnover rate was __ percent of the average value of its portfolio.
 
Principal Investment Strategies

Under normal market conditions, Micro Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in stocks of micro-cap companies.  Micro Cap Fund considers a micro-cap company to be a company having a market capitalization at time of purchase no larger than the market capitalization of the largest company in the Russell Microcap® Index (i.e., approximately $750 million).

The sub-adviser to Micro Cap Fund utilizes a series of well-defined, established processes in order to select and reevaluatesecurities.  The sub-adviser begins with a universe of securities.  Each security in that universe is then evaluated using a series of proprietary screens involving fundamental, quantitative, qualitative and technical analysis.  Once a security has been subjected to those analytical filters, the sub-adviser performs a detailed assessment; develops an investment thesis;setsa price target and initiates a portfolio position.  Holdings are widely diversified by company and industry, although Micro Cap Fund is not obligated to remain diversified. While most assets are typically invested in U.S. common stocks, Micro Cap Fund may invest in American Depositary Receipts, or ADRs, and other foreign stocks traded on U.S. exchanges in keeping with Micro Cap Fund’s objectives.

Micro Cap Fund may lend its securities.  Micro Cap Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.  Micro Cap Fund also may take temporary defensive positions that are inconsistent with its principal investment strategies.

Principal Investment Risks

It is possible to lose money by investing in Micro Cap Fund. An investment in Micro Cap Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Market, Industry and Specific Holdings. The share price of Micro Cap Fund may fall because of weakness in the stock markets, generally, weaknesses with respect to a particular industry in which Micro Cap Fund has significant holdings, or weaknesses associated with one or more specific companies in which Micro Cap Fund may have substantial investments.

Liquidity Risk.   Micro Cap Fund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all.

Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Micro Cap Fund’s investments may prove to be incorrect.

Micro-Capitalization Securities. Investments in micro-capitalization companies typically present greater risks than investments in larger companies.  Many micro-cap securities do not have to meet national exchange listing requirements.  As a result, the performance of Micro Cap Fund may be more volatile than a fund that invests in small- or mid-cap stocks.

Foreign Investing.   Micro Cap Fund’s investments in foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar

Sector. Micro Cap Fund occasionally may have significant investments in one or more specific industry sectors, subjecting it to risks greater than general market risk.

Non-Diversification.   Micro Cap Fund is “non-diversified,” which means that it may invest a higher percentage of its assets in a small number of issuers.  When Micro Cap Fund is not diversified, a decline in the value of the securities of one issuer could have a significant negative effect on the value of Micro Cap Fund’s portfolio.

Securities Lending .  Securities lending involves two primary risks: investment risk and borrower default risk. Investment risk is the risk that Micro Cap Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that Micro Cap Fund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.

Please refer to “Fund Objectives, Strategies and Risks” in theProspectus for further details.

 
Performance
 
Micro Cap Fund had not commenced operations as of the calendar year ended December 31, 2011, and thus, there is no annual performance information included.
 
Management
 
Micro Cap Fund is managed by Pear Tree Advisors, Inc. Columbia Partners, L.L.C., Investment Management (“ Columbia ”) serves as Micro Cap Fund’s sub-adviser.  The following employees of Columbia serve as the portfolio managers of Micro Cap Fund:
 
Investment Team
Position at Columbia
Manager of the Fund Since
Robert A. von Pentz, CFA
Chief Investment Officer, Senior Equity Portfolio Manager and Research Analyst
2011
Daniel M. Goldstein, CFA
Equity Team Portfolio Manager and Research Analyst
2011

 
Buying and Selling Fund Shares
 
You may buy or sell shares of Micro Cap Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, or through your broker or financial intermediary. Generally, purchase and redemption orders of Fund shares are processed at the net asset value next calculated after an order is received.
 

 
Initial Investment Minimum
Ordinary Class:  $2,500 or
Ordinary Class Retirement Accounts:  $1,000
 
Institutional Class:  $1,000,000
 
Contact Information
Mail:      Pear Tree Funds
Attention:  Transfer Agent
55 Old Bedford Road
Lincoln, MA  01773
Telephone:   1-800-326-2151
Website:    www.peartreefunds.com
Ongoing Investment Minimum
Both Classes:  50 shares

 
Tax Information
 
Micro Cap Fund’s distributions may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan.  These tax-advantaged plans may be taxed at a later date based upon your individual circumstances.
 
Payments to Broker-Dealers and other Financial Intermediaries
 
If you purchase Micro Cap Fund through a broker-dealer or other financial intermediary (such as a bank), Micro Cap Fund and its related companies my pay the intermediary for the sale of Fund shares and related services.   These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Micro Cap Fund over another investment.  Ask your salesperson or visit your financial intermediary’s internet site for more information.
 

 

 

 

Summary Information

 
 

 

Pear Tree Quality Fund
 
Investment Objective:   Long-term growth of capital.

Fee Table and Expenses of Quality Fund
 
This table describes the fees and expenses that you may pay if you buy and hold shares of Quality Fund.
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
 
 
Ordinary Shares
Institutional Shares
Management Fees
1.00%
1.00%
Distribution (12b-1) Fees
0.25%
None
Other Expenses
[____]%
[____]%
Acquired Fund Fees and Expenses**
[____]%
[____]%
Total Annual Fund Operating Expenses
[____]%
[____]%
Fee Waiver***
[____]%
[____]%
Total Annual Fund Operating Expenses After Fee Waiver
[____]%
[____]%
     
*The expense information in the table has been restated to reflect current fees.
**Fees and expenses incurred indirectly by Quality Fund as a result of investment in shares of other investment funds.
*** The Manager has agreed until [______________] to (a) waive 0.15 percent of its management fee if Quality Fund’s average daily net assets are up to $100 million and 0.25 percent of its management fee if Quality Fund’s average daily net assets are $100 million or more, and (b) waive or reimburse Fund expenses relating to Institutional Shares such that the total annual fund operating expenses relating to Institutional Shares is not greater than 1.00 percent.  These fee waivers only may be terminated with the approval of Quality Fund’s board.

Example
 
This example is intended to help you compare the cost of investing in Quality Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in Quality Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5 percent return each year and that Quality Fund’s operating expenses remain the same as set forth in the table above.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 

 

 
 
1 year
3 years
5 years
10 years
Ordinary Class
$[___]
$[___]
$[___]
$[___]
Institutional Class
$[___]
$[___]
$[___]
$[___]

 
Portfolio Turnover
 
Quality Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect Quality Fund’s performance.  During the most recent fiscal year, Quality Fund’s portfolio turnover rate was ___ percent of the average value of its portfolio.  Quality Fund’s revised investment strategy over the course of a full year is expected to generate significantly less portfolio turnover.
 
Principal Investment Strategies

Under normal market conditions, Quality Fund invests at least 80 percent of its net assets (plus any borrowings for investment purposes) in common stocks of U.S. issuers. Quality Fund principally invests in stocks of large companies, that is, companies with a market capitalization of greater than $5 billion at time of purchase. However, there is no minimum market capitalization for companies whose securities Quality Fund may purchase.

To manage Quality Fund’s portfolio, Quality Fund’s investment manager, in consultation with its sub-adviser, periodically selects a portfolio of securities organized as a mutual fund (the “target portfolio”) and then purchases and sells Quality Fund assets such that Quality Fund’s portfolio generally holds the same securities and in the same percentages as the target portfolio as of the end of the target portfolio’s most recent fiscal quarter. If Quality Fund’s assets significantly increase, Quality Fund may select more than one target portfolio.

From time to time, a target portfolio may invest in non-U.S. securities. In such cases, Quality Fund typically invests in American Depositary Receipts (or ADRs), which represent interests in such securities.   Quality Fund also may invest in derivatives, that is, a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments.  Quality Fund also may lend its securities.  Quality Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.  Quality Fund also may take temporary defensive positions that are inconsistent with its principal investment strategies.

Principal Investment Risks

It is possible to lose money by investing in Quality Fund. An investment in Quality Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Market, Industry and Specific Holdings. The share price of Quality Fund may fall because of weakness in the stock markets, generally, weaknesses with respect to a particular industry in which Quality Fund has significant holdings, or weaknesses associated with one or more specific companies in which Quality Fund may have substantial investments.

Difficulty in Comparing Fund Performance with Target Portfolio Performance .  Quality Fund performance typically does not mirror the target portfolio’s performance. Among other things, the holdings of the target portfolio may change significantly during the period between the end of a quarter and the time when those changes are publicly disclosed. In addition, the target portfolio may have lower expenses relative to its assets than Quality Fund.

Inability to Conduct Due Diligence on Target Portfolio’s Investment Adviser.   Quality Fund’s investment manager and sub-adviser may be able to perform only limited due diligence on the investment adviser to determine, among other things, whether the investment adviser is adhering to the target portfolio’s investment guidelines and whether the risks disclosed in the target portfolio’s offering documents reflect the risks of the target portfolio.

Potential Impact on Target Portfolio.   Quality Fund’s purchases and sales of securities for its own portfolio may adversely impact the management of a target portfolio and thus, Quality Fund itself.

Accuracy of Target Portfolio Information. Any failure by a target portfolio to file accurate and timely portfolio information could affect the performance of Quality Fund.

Large-Capitalization Securities.   Securities issued by large-cap companies tend to be less volatile than securities issued by smaller companies.  Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.

Foreign Investing.   Quality Fund’s investments in foreign securities (primarily through ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.

Non-Diversification .  Quality Fund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Quality Fund.

Sector. Quality Fund may have significant investments in one or more specific industry sectors, subjecting it to risks greater than general market risk.

Liquidity Risk.   Quality Fund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all.

Securities Lending .  Securities lending involves two primary risks: investment risk and borrower default risk. Investment risk is the risk that Quality Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that Quality Fund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.

Derivatives. Quality Fund’s investments in derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected.

Please refer to “Fund Objectives, Strategies and Risks” in theProspectus for further details.
 
Performance
 
The following bar charts and tables provide some indication of the risks of investing in Quality Fund by showing changes in Quality Fund’s performance over time. The tables also compare Quality Fund’s performance to a broad measure of market performance that reflects the type of s e curities in which Quality Fund invests. Past performance does not necessarily indicate how Quality Fund will perform (before and after taxes) in the future. On January 27, 2011, Quality Fund changed its name to Quant Quality Fund, its investment strategy to its current strategy and its sub-adviser to Columbia Partners, L.L.C., Investment Management.  Performance shown for periods prior to January 27, 2011 does not reflect the current investment strategy.   Updated performance information is available at www.peartreefunds.com .*
 
*Prior to November 2006, Quality Fund was called Quant Growth and Income Fund and SSgA Funds Management, Inc. served as sub-adviser to Quality Fund. On November 1, 2006, Quality Fund changed its name to Quant Long/Short Fund, and its principal investment strategy.  On January 2, 2008, Quality Fund changed its sub-adviser to Analytic Investors, LLC.
 
Annual Return Ordinary Class (Calendar year ended December 31) Returns for Institutional Shares will differ from the Ordinary Share returns due to differences in expenses between the classes.
 
 
[TO BE COMPLETED BY AMENDMENT]
 

 
Calendar year-to-date return of the Ordinary Shares of Quality Fund as of [DATE] is [____]%
 
Best Quarter:
   
Worst Quarter:
   
 
Average Annual Total Returns for the periods ended December 31, 2011
 
   
1 Year
 
5 Years
 
10 Years
Ordinary Shares Before Taxes
   
[____]
%
   
[____]
%
   
[____]
%
Ordinary Shares After Taxes on Distributions
   
[____]
%
   
[____]
%
   
[____]
%
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares
   
[____]
%
   
[____]
%
   
[____]
%
Institutional Shares Before Taxes
   
[____]
%
   
[____]
     
[____]
%
S&P 500 Index
   
[____]
%
   
[____]
%
   
[____]
%

 
After-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary.  Actual after-tax returns may differ depending on your individual circumstances.
 
Management
 
Quality Fund is managed by Pear Tree Advisors, Inc.  Quality Fund is sub-advised by Columbia Partners, L.L.C., Investment Management (“Columbia”).  The following employees of Columbia serve as the portfolio managers of Quality Fund:
 
Investment Team
Position at Columbia
Manager of the Fund Since
Robert A. von Pentz, CFA
Chief Investment Officer, Senior Equity Portfolio Manager and Research Analyst
2011

 
Buying and Selling Fund Shares
 
You may buy or sell shares of Quality Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, or through your broker or financial intermediary. Generally, purchase and redemption orders with respect to Fund shares are processed at the net asset value next calculated after an order is received.
 
Initial Investment Minimum
Ordinary Class:  $2,500 or
Ordinary Class Retirement Accounts:  $1,000
 
Institutional Class:  $1,000,000
 
Contact Information
Mail:      Pear Tree Funds
Attention:  Transfer Agent
55 Old Bedford Road
Lincoln, MA  01773
Telephone:   1-800-326-2151
Website:    www.peartreefunds.com
Ongoing Investment Minimum
Both Classes:  50 shares

 
Tax Information
 
Quality Fund’s distributions may be taxable as ordinary income or capital gains, except when your investments is through an IRA, 401(k) or other tax-advantaged investment plan.  These tax-advantaged plans may be taxed at a later date based upon your individual circumstances.
 
Payments to Broker-Dealers and other Financial Intermediaries
 
If you purchase shares of Quality Fund through a broker-dealer or other financial intermediary (such as a bank), Quality Fund and its related companies my pay the intermediary for the sale of Fund shares and related services.   These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Quality Fund over another investment.  Ask your salesperson or visit your financial intermediary’s internet site for more information.
 

 

Summary Information

 
 

Pear Tree Emerging Markets Fund
 
Investment Objective: Long-term growth of capital.
 
Fee Table and Expenses of Emerging Markets Fund
 
This table describes the fees and expenses that you may pay if you buy and hold shares of Emerging Markets Fund.
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
 
Ordinary Shares
Institutional Shares
Management Fees
1.00%
1.00%
Distribution (12b-1) Fees
0.25%
None
Other Expenses
[____]%
[____]%
Acquired Fund Fees and Expenses*
[____]%
[____]%
Total Annual Fund Operating Expenses
[____]%
[____]%
*Fees and expenses incurred indirectly by Emerging Markets Fund as a result of investment in shares of other investment funds.
 
Example
 
This example is intended to help you compare the cost of investing in Emerging Markets Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in Emerging Markets Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5 percent return each year and that Emerging Markets Fund’s operating expenses remain the same as set forth in the table above.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Ordinary Class
$[___]
$[___]
$[___]
$[___]
Institutional Class
$[___]
$[___]
$[___]
$[___]

 
Portfolio Turnover
 
Emerging Markets Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect Emerging Markets Fund’s performance.  During the most recent fiscal year, Emerging Markets Fund’s portfolio turnover rate was ___ percent of the average value of its portfolio.
 
Principal Investment Strategies
 
Under normal market conditions, Emerging Markets Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in common stocks, including depository receipts, warrants and rights, of emerging markets issuers, that is, an issuer having a country classification assigned by MSCI from a country included in the MSCI Emerging Markets® Index.
 
Emerging Markets Fund generally invests in at least eight countries and three or more broad geographic regions, such as Latin America, Asia or Europe. Emerging Markets Fund may invest greater than 25 percent of its assets in a particular region, but not in a single country in that region.  Emerging Markets Fund may invest in companies of any capitalization.
 
To manage Emerging Markets Fund’s assets, its sub-adviser employs its proprietary alpha modeling technology, that is, a model that seeks to make more money than a passive strategy of investing in the market generally.  The models approach combines firm-specific, sector-specific and region-specific information in a quantitative framework to derive custom-tailored alpha modelsfor a broad universe of global securities.  For Emerging Markets Fund, the sub-adviser has tailored the model for a portfolio focused on emerging markets securities.
 
In addition to emerging markets securities, Emerging Markets Fund also may invest in forward foreign currency exchange contracts as well as other types of derivatives, that is, a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments.Emerging Markets Fund also may lend its securities.  Emerging Markets Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.  Emerging Markets Fund also may take temporary defensive positions that are inconsistent with its principal investment strategies.
 
Principal Investment Risks

It is possible to lose money by investing in Emerging Markets Fund. An investment in Emerging Markets Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Market, Industry and Specific Holdings. The share price of Emerging Markets Fund may fall because of weakness in the stock markets, generally, weaknesses with respect to a particular industry in which Emerging Markets Fund has significant holdings, or weaknesses associated with one or more specific companies in which Emerging Markets Fund may have substantial investments.

Foreign Investing.   Emerging Market Fund’s investments in foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.  These risks are especially acute for emerging markets securities.

Liquidity Risk.   Emerging Markets Fund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all.

Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Emerging Markets Fund’s investments may prove to be incorrect.

Large- and Mid-Capitalization Securities.   Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies.  Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.

Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of Emerging Markets Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.

Growth and Value Stock Investing .  Different investment styles periodically come into and fall out of favor with investors. Growth stocks generally are more volatile than the overall stock market.  Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Non-Diversification .  Emerging Markets Fund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Emerging Markets Fund.

Sector. Emerging Markets Fund may have significant investments in one or more specific industry sectors, subjecting it to risks greater than general market risk.

Securities Lending .  Securities lending involves two primary risks: investment risk and borrower default risk. Investment risk is the risk that Emerging Markets Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that Emerging Markets Fund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.

Derivatives. Emerging Markets Fund’s investments in currency futures and other derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected.

Please refer to “Fund Objectives, Strategies and Risks” in theProspectus for further details.
Performance
 
The following bar charts and tables provide some indication of the risks of investing in Emerging Markets Fund by showing changes in Emerging Markets Fund’s performance over time. The tables also compare Emerging Markets Fund’s performance to a broad measure of market performance that reflects the type of securities in which Emerging Markets Fund invests. Past performance does not necessarily indicate how Emerging Markets Fund will perform (before and after taxes) in the future.   Updated performance information is available at www.peartreefunds.com .
 
Annual Return Ordinary Class (Calendar year ended December 31) Returns for Institutional Shares will differ from the Ordinary Share returns due to differences in expenses between the classes.
 

 
 
[TO BE COMPLETED BY AMENDMENT]
 

 
Calendar year-to-date return of the Ordinary Shares of Emerging Markets Fund as of [DATE] is [____]%
 
Best Quarter:
   
Worst Quarter:
   

 
Average Annual Total Returns for the periods ended December 31, 2011
 
   
1 Year
 
5 Years
 
10 Years
Ordinary Shares Before Taxes
   
[___]
%
   
[___]
%
   
[___]
%
Ordinary Shares After Taxes on Distributions
   
[___]
%
   
[___]
%
   
[___]
%
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares
   
[___]
%
   
[___]
%
   
[___]
%
Institutional Shares Before Taxes
   
[___]
%
   
[___]
%
   
[___]
%
MSCI EM Index
   
[___]
%
   
[___]
%
   
[___]
%

 
After-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary.  Actual after-tax returns may differ depending on your individual circumstances.
 
Management
 
Emerging Markets Fund is managed by Pear Tree Advisors, Inc.  Emerging Markets Fund is sub-advised by PanAgora Asset Management, Inc. (“PanAgora”).   The following employees of PanAgora serve as the portfolio managers of Emerging Markets Fund:
 
Investment Team
Position at PanAgora
Manager of the Fund Since
Joel G. Feinberg
Director, Equity Investments
2008
Sanjoy Ghosh, Ph.D.
Director, Equity Investments
2008
     
Dmitri Kantsyrev, Ph.D., CFA
Portfolio Manager, Equity Investments
2008

 
Buying and Selling Fund Shares
 
You may buy or sell shares of Emerging Markets Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, or through your broker or financial intermediary.  Generally, purchase and redemption orders with respect to Fund shares are processed at the net asset value next calculated after an order is received.
 
Initial Investment Minimum
Ordinary Class:  $2,500 or
Ordinary Class Retirement Accounts:  $1,000
 
Institutional Class:  $1,000,000
 
Contact Information
Mail:      Pear Tree Funds
Attention:  Transfer Agent
55 Old Bedford Road
Lincoln, MA  01773
Telephone:   1-800-326-2151
Website:    www.peartreefunds.com
Ongoing Investment Minimum
Both Classes:  50 shares

 
Tax Information
 
Emerging Markets Fund’s distributions may be taxable as ordinary income or capital gains, except when your investments is through an IRA, 401(k) or other tax-advantaged investment plan.  These tax-advantaged plans may be taxed at a later date based upon your individual circumstances.
 
Payments to Broker-Dealers and other Financial Intermediaries
 
If you purchase shares of Emerging Markets Fund through a broker-dealer or other financial intermediary (such as a bank), Emerging Markets Fund and its related companies my pay the intermediary for the sale of Fund shares and related services.   These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Emerging Markets Fund over another investment.  Ask your salesperson or visit your financial intermediary’s Web site for more information.
 

 

Summary Information

 
 

Pear Tree Polaris Foreign Value Fund
 
Investment Objective: Long-term growth of capital and income.

Fee Table and Expenses of Foreign Value Fund
 
This table describes the fees and expenses that you may pay if you buy and hold shares of Foreign Value Fund.
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
 
Ordinary Shares
Institutional Shares
Management Fees
1.00%
1.00%
Distribution (12b-1) Fees
0.25%
None
Other Expenses
[___]%
[___]%
Total Annual Fund Operating Expenses
[___]%
[___]%

 
Example
 
This example is intended to help you compare the cost of investing in Foreign Value Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in Foreign Value Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5 percent return each year and that Foreign Value Fund’s operating expenses remain the same as set forth in the table above.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Ordinary Class
$[___]
$[___]
$[___]
$[___]
Institutional Class
$[___]
$[___]
$[___]
$[___]

 
Portfolio Turnover
 
Foreign Value Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect Foreign Value Fund’s performance.  During the most recent fiscal year, Foreign Value Fund’s portfolio turnover rate was ___ percent of the average value of its portfolio.
 

Principal Investment Strategies

Under normal market conditions, Foreign Value Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in common stock, warrants, and rights derivative of or convertible into common stocks, in each case issued by foreign markets issuers.  Foreign Value Fund defines a foreign markets issuer to be an issuer that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets.Foreign Value Fund generally will be invested in issuers in ten or more foreign countries. Foreign Value Fund may invest in companies of any capitalization.

Foreign Value Fund’s sub-adviser uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, it employs proprietary quantitative investment technology to evaluate data, such as cash flow and interest rates, to produce a ranking of country and industry sectors. Second, it uses traditional valuation criteria to regularly screen a database of more than 29,000 companies worldwide to identify a pool of approximately 500 or more securities with the greatest potential for undervalued streams of sustainable cash flow or assets. Third, the sub-adviser conducts rigorous fundamental research on the pool of companies identified by the first two steps of the investment process. The sub-adviser also maintains a “watch-list” of companies which may be used if the valuation of a company held in Foreign Value Fund’s portfolio falls below established limits.

Foreign Value Fund’s sub-adviser may utilize options. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors.  Foreign Value Fund may also buy and sell forward foreign currency exchange contracts in connection with its investments.

Foreign Value Fund may invest in other derivatives, that is, a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments.  Foreign ValueFund also may lend its securities.  Foreign Value Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.  Foreign ValueFund also may take temporary defensive positions that are inconsistent with its principal investment strategies.

Principal Investment Risks

It is possible to lose money by investing in Foreign Value Fund. An investment in Emerging Markets Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Market, Industry and Specific Holdings. The share price of Foreign Value Fund may fall because of weakness in the stock markets, generally, weaknesses with respect to a particular industry in which Foreign Value Fund has significant holdings, or weaknesses associated with one or more specific companies in which Foreign Value Fund may have substantial investments.

Foreign Investing.   Foreign Value Fund’s investments in foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.  These risks are especially acute for emerging markets securities.

Value Stock Investing .  A value investment style periodically comes into and falls out of favor with investors.  Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Liquidity Risk.   Foreign Value Fund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all.

Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Foreign Value Fund’s investments may prove to be incorrect.

Large- and Mid-Capitalization Securities.   Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies.  Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.

Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of Foreign Value Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.

Non-Diversification .  Foreign Value Fund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Fund.

Sector. Foreign Value Fund may have significant investments in one or more specific industry sectors, subjecting it to risks greater than general market risk.

Securities Lending .  Securities lending involves two primary risks: investment risk and borrower default risk. Investment risk is the risk that Foreign Value Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that Foreign Value Fund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.

Derivatives. Foreign Value Fund’s investments in currency futures, options and other derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected.

Please refer to “Fund Objectives, Strategies and Risks” in theProspectus for further details.

 
Performance
 
The following bar charts and tables provide some indication of the risks of investing in Foreign Value Fund by showing changes in Foreign Value Fund’s performance over time. The tables also compare Foreign Value Fund’s performance to a broad measure of market performance that reflects the type of securities in which Foreign Value Fund invests. Past performance does not necessarily indicate how Foreign Value Fund will perform (before and after taxes) in the future.   Updated performance information is available at www.peartreefunds.com .
 
 
 
Annual Return Ordinary Class (Calendar year ended December 31) Returns for Institutional Shares will differ from the Ordinary Share returns due to differences in expenses between the classes.
 

 

 

 
[TO BE COMPLETED BY AMENDMENT]
 
Calendar year-to-date return of the Ordinary Shares of Foreign Value Fund as of [DATE] is [____]%
 
Best Quarter:
   
Worst Quarter:
   

 
Average Annual Total Returns for the periods ended December 31, 2011
 

 
   
1 Year
 
5 Years
 
10 Years
Ordinary Shares Before Taxes
   
[___]
%
   
[___]
%
   
[___]
%
Ordinary Shares After Taxes on Distributions
   
[___]
%
   
[___]
%
   
[___]
%
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares
   
[___]
%
   
[___]
%
   
[___]
%
Institutional Shares Before Taxes
   
[___]
%
   
[___]
%
   
[___]
%
MSCI EAFE Index
     
[___] %
   
[___]
%
   
[___]
%

 
After-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary.  Actual after-tax returns may differ depending on your individual circumstances.
 
Management
 
Foreign Value Fund is managed by Pear Tree Advisors, Inc.  Foreign Value Fund is sub-advised by Polaris Capital Management, LLC (“Polaris”).  The following employees of Polaris serve as the portfolio managers of Foreign Value Fund:
 
Investment Team
Position at Polaris
Manager of the Fund Since
Bernard R. Horn, Jr.
President and Chief investment Officer
1998
Sumanta Biswas, CFA
Vice President and Assistant Portfolio Manager
2004

 
Buying and Selling Fund Shares
 
You may buy or sell shares of Foreign Value Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, or through your broker or financial intermediary. Generally, purchase and redemption orders with respect to Fund shares are processed at the net asset value next calculated after an order is received.
 
Initial Investment Minimum
Ordinary Class:  $2,500 or
Ordinary Class Retirement Accounts:  $1,000
 
Institutional Class:  $1,000,000
 
Contact Information
Mail:      Pear Tree Funds
Attention:  Transfer Agent
55 Old Bedford Road
Lincoln, MA  01773
Telephone:   1-800-326-2151
Website:    www.peartreefunds.com
Ongoing Investment Minimum
Both Classes:  50 shares

 
Tax Information
 
Foreign Value Fund’s distributions may be taxable as ordinary income or capital gains, except when your investments is through an IRA, 401(k) or other tax-advantaged investment plan.  These tax-advantaged plans may be taxed at a later date based upon your individual circumstances.
 
Payments to Broker-Dealers and other Financial Intermediaries
 
If you purchase shares of Foreign Value Fund through a broker-dealer or other financial intermediary (such as a bank), Foreign Value Fund and its related companies my pay the intermediary for the sale of Fund shares and related services.   These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Foreign Value Fund over another investment.  Ask your salesperson or visit your financial intermediary’s internet site for more information.
 

 

Summary Information

 
 

 

Pear Tree Polaris Foreign Value Small Cap Fund
 
Investment Objective: Long-term growth of capital and income.

Fee Table and Expenses of Foreign Value Small Cap Fund
 
This table describes the fees and expenses that you may pay if you buy and hold shares of Foreign Value Small Cap Fund.
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
 
Ordinary Shares
Institutional Shares
Management Fees
1.00%
1.00%
Distribution (12b-1) Fees
0.25%
None
Other Expenses
[___]%
[___]%
Acquired Fund Fees and Expenses*
[___]%
[___]%
Total Annual Fund Operating Expenses
[___]%
[___]%

 
*Fees and expenses incurred indirectly by Foreign Value Small Cap Fund as a result of investment in shares of other investment funds.
 
Example
 
This example is intended to help you compare the cost of investing in Foreign Value Small Cap Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in Foreign Value Small Cap Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5 percent return each year and that Foreign Value Small Cap Fund’s operating expenses remain the same as set forth in the table above.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Ordinary Class
$[___]
$[___]
$[___]
$[___]
Institutional Class
$[___]
$[___]
$[___]
$[___]

 
Portfolio Turnover
 
Foreign Value Small Cap Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect Foreign Value Small Cap Fund’s performance.  During the most recent fiscal year, Foreign Value Small Cap Fund’s portfolio turnover rate was ___ percent of the average value of its portfolio.
 
Principal Investment Strategies

Under normal market conditions, Foreign Value Small Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in common stock, warrants, and rights derivative of or convertible into common stocks, in each case issued by foreign markets issuers.  Foreign ValueSmall Cap Fund defines a foreign markets issuer to be an issuer that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets.Foreign ValueSmall Cap Fund generally will be invested in issuers in ten or more foreign countries.Foreign Value Small Cap Fund considers a small-cap company to be a company having a market capitalization at time of purchase between $50 million to $2 billion.

Foreign ValueSmall Cap Fund’s sub-adviser uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, it employs proprietary quantitative investment technology to evaluate data, such as cash flow and interest rates, to produce a ranking of country and industry sectors. Second, it uses traditional valuation criteria to regularly screen a database of more than 16,000 companies worldwide to identify a pool of approximately 250 or more securities with the greatest potential for undervalued streams of sustainable cash flow or assets. Third, the sub-adviser conducts rigorous fundamental research on the pool of companies identified by the first two steps of the investment process. The sub-adviser also maintains a “watch-list” of companies which may be used if the valuation of a company held in Foreign Value Small Cap Fund’s portfolio falls below established limits.

Foreign ValueSmall Cap Fund’s sub-adviser may utilize options. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors.  Foreign ValueSmall Cap Fund may also buy and sell forward foreign currency exchange contracts in connection with its investments.

Foreign ValueSmall Cap Fund may invest in other derivatives, that is, a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments.  Foreign ValueSmall CapFund also may lend its securities.  Foreign Value Small CapFund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.  Foreign ValueSmall CapFund also may take temporary defensive positions that are inconsistent with its principal investment strategies.

Principal Investment Risks

It is possible to lose money by investing in Foreign Value Small CapFund. An investment in Foreign Value Small Cap Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Market, Industry and Specific Holdings. The share price of Foreign Value Small CapFund may fall because of weakness in the stock markets, generally, weaknesses with respect to a particular industry in which Foreign Value Small CapFund has significant holdings, or weaknesses associated with one or more specific companies in which Foreign Value Small CapFund may have substantial investments.

Foreign Investing.   Foreign Value Small CapFund’s investments in foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.  These risks are especially acute for emerging markets securities.

Value Stock Investing .  A value investment style periodically comes into and falls out of favor with investors.  Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Small-Capitalization Securities. Investments in small-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of Foreign Value Small CapFund may be more volatile than a fund that invests only in large- and mid-cap stocks.

Liquidity Risk.   Foreign Value Small CapFund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all.

Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Foreign Value Small CapFund’s investments may prove to be incorrect.

Non-Diversification .  Foreign Value Small CapFund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Small CapFund.

Sector. Foreign Value Small CapFund may have significant investments in one or more specific industry sectors, subjecting it to risks greater than general market risk.

Securities Lending .  Securities lending involves two primary risks: investment risk and borrower default risk. Investment risk is the risk that Foreign Value Small CapFund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that Foreign Value Small CapFund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.

Derivatives. Foreign Value Small CapFund’s investments in currency futures, options and other derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected.

Please refer to “Fund Objectives, Strategies and Risks” in theProspectus for further details.

 
Performance
 
The following bar charts and tables indicate some of the risks of investing in Foreign Value Small Cap Fund by showing changes in Foreign Value Small Cap Fund’s performance over time (Foreign Value Small Cap Fund commenced operations on May 1, 2008, therefore only two calendar years of performance is reported). The tables also compare Foreign Value Small Cap Fund’s performance to a broad measure of market performance that reflects the type of securities in which Foreign Value Small Cap Fund invests. Of course, past performance does not necessarily indicate how Foreign Value Small Cap Fund will perform (before and after taxes) in the future.   Updated performance information is available at www.peartreefunds.com .
 
Annual Return Ordinary Class (Calendar year ended December 31) Returns for Institutional Shares will differ from the Ordinary Share returns due to differences in expenses between the classes.
 

 

 

[TO BE COMPLETED BY AMENDMENT]
 
Calendar year-to-date return of the Ordinary Shares of Foreign Value Small Cap Fund as of [DATE] is [____]%
 
Best Quarter:
   
Worst Quarter:
   

 
Average Annual Total Returns for the periods ended December 31, 2011
 
   
1 Year
 
Life of the Fund
Since May 1, 2008
 
Ordinary Shares Before Taxes
   
[___]
%
     
[___]%
 
Ordinary Shares After Taxes on Distributions
   
[___]
%
     
[___]%
 
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares
   
[___]
%
     
[___]%
 
Institutional Shares Before Taxes
   
[___]
%
     
[___]%
 
S&P EPAC Index
   
[___]
%
     
[___]%
 

 
After-tax returns.   After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes.  Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown.  The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement.  After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary.  Actual after-tax returns may differ depending on your individual circumstances.
 
Management
 
Foreign Value Small Cap Fund is managed by Pear Tree Advisors, Inc.  Foreign Value Small Cap Fund is sub-advised by Polaris Capital Management, LLC (“Polaris”).  The following employees of Polaris serve as the portfolio managers of Foreign Value Small Cap Fund:
 
Investment Team
Position at Polaris
Manager of the Fund Since
Bernard R. Horn, Jr.
President and Chief Investment Officer
2008
Sumanta Biswas, CFA
Vice President and Assistant Portfolio Manager
2008

 
Buying and Selling Fund Shares
 
You may buy or sell shares of Foreign Value Small Cap Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, or through your broker or financial intermediary.  Generally, purchase and redemption orders with respect to Fund shares are processed at the net asset value next calculated after an order is received.
 
Initial Investment Minimum
Ordinary Class:  $2,500 or
Ordinary Class Retirement Accounts:  $1,000
 
Institutional Class:  $1,000,000
 
Contact Information
Mail:      Pear Tree Funds
Attention:  Transfer Agent
55 Old Bedford Road
Lincoln, MA  01773
Telephone:   1-800-326-2151
Website:    www.peartreefunds.com
Ongoing Investment Minimum
Both Classes:  50 shares

 
Tax Information
 
Foreign Value Small Cap Fund’s distributions may be taxable as ordinary income or capital gains, except when your investments is through an IRA, 401(k) or other tax-advantaged investment plan.  These tax-advantaged plans may be taxed at a later date based upon your individual circumstances.
 
Payments to Broker-Dealers and other Financial Intermediaries
 
If you purchase shares of Foreign Value Small Cap Fund through a broker-dealer or other financial intermediary (such as a bank), Foreign Value Small Cap Fund and its related companies my pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Foreign Value Small Cap Fund over another investment.  Ask your salesperson or visit your financial intermediary’s internet site for more information.
 

 

Summary Information

 
 

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

Pear Tree Columbia Small Cap Fund

Investment Objective

Maximum long-term capital appreciation.  There is no guarantee that Small Cap Fund will achieve its objective.  Small Cap Fund’s investment objective may be changed by its Board of Trustees and without shareholder approval.

Principal Strategies

Under normal market conditions, Small Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in stocks of small-cap companies.  Small Cap Fund considers a small-cap company to be a company having a market capitalization at time of purchase of an issuer in the Russell 2000® Index (currently stocks with capitalizations of approximately $100 million to $3 billion).The Russell 2000 is a widely used benchmark for small-cap performance.The market capitalization of the companies in Small Cap Fund’s portfolio and the Russell 2000 changes over time; Small Cap Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization grows or falls outside this range. Small Cap Fund may, on occasion, purchase companies with a market capitalization above or below the ranges if the sub-adviser to Small Cap Fund believes that such investment is in the best interests of Small Cap Fund and consistent with Small Cap Fund’s investment objective.

The sub-adviser to Small Cap Fund utilizes a series of well-defined, established processes in order to select and reevaluatesecurities in the growth and value categories. The sub-adviser begins with a universe of securities consisting of thosetypically found in the Russell 2000 Index.  Each security in that universe is then evaluated using a series of proprietary screens involving fundamental, quantitative, qualitative and technical analysis.    A fundamental analysis examines the current share price of a stock relative to other measures of the issuer’s value, such as earnings.  A quantitative analysis examines other measures of a stock’s potential to appreciate in value using statistical or other mathematical models.  A qualitative analysis examines factors that may not be fully reflected in the stock’s share price, such as recent product launches, changes in competition, natural disasters and changes in management.  A technical analysis examines direction trends in a stock’s share price.

Once a security has been subjected to those analytical filters, the sub-adviser performs a detailed assessment; develops an investment thesis;sets a price target and initiates a portfolio position.  Holdings, generally, are widely diversified or company and industry. While most assets are typically invested in U.S. common stocks, Small Cap Fund may invest in American Depositary Receipts, or ADRs, and other foreign stocks traded on U.S. exchanges in keeping with Small Cap Fund’s objectives.

The sub-adviser generally considers growth stocks to be equity securities issued by companies that have sustainable competitive advantages and products or services that potentially could generate significantly greater-than-average revenue and earnings growth.  The sub-adviser generally considers value stocks to be equity securities issued by companies that have underappreciated but stable earnings and cash flow and where there are visible and imminent inflection points and catalysts that will result in increased earnings and cash flow, driving stock appreciation.

Principal Investment Risks

All investments carry a certain amount of risk.  You may lose money by investing in Small Cap Fund.  In addition to the risks common to all Pear Tree Funds (see “—Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Small Cap Fund.
 
Active management risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Small Cap Fund’s investments may prove to be incorrect. If the securities selected and strategies employed by Small Cap Fund fail to produce the intended results, Small Cap Fund could underperform other funds with similar objectives and investment strategies.

Small-Capitalization Securities.   Investments in small-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Small Cap Fund may be more volatile than a fund that invests in large-cap stocks.

Growth and Value Stock Investing .  Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment.  As Small Cap Fund holds stocks with both growth and value characteristics, from time to time it could underperform stock funds that take a strictly growth or value approach to investing. Growth stocks generally are more volatile than the overall stock market and can have sharp price declines as a result of earnings disappointments.  Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Foreign Securities. To the extent Small Cap Fund holds foreign securities (including ADRs), financial information concerning those entities may be more limited than information generally available from U.S. issuers or not available.  The value of foreign instruments may be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries.

Sector. Small Cap Fundoccasionally may at any one time have significant investments in one or more specific industry sectors to the extent that Small Cap Fund’s benchmark is concentrated in specific industry sectors, although Small Cap Fund does not have a policy to concentrate in any specific industry sector. To the extent that Small Cap Fund has significant investments in a specific sector, it is subject to risk of loss as a result of adverse economic, business or other developments to that sector in addition to general market risks.

Non-Diversification.   Small Cap Fund is “non-diversified,” which means that it may invest a higher percentage of its assets in a small number of issuers.  When Small Cap Fund is not diversified, a decline in the value of the securities of one issuer could have a significant negative effect on the value of Small Cap Fund’s portfolio.


Pear Tree Columbia Micro Cap Fund

Investment Objective

Maximum long-term capital appreciation.  There is no guarantee that Micro Cap Fund will achieve its objective.  Micro Cap Fund’s investment objective may be changed by its Board of Trustees and without shareholder approval.

Principal Strategies

Under normal market conditions, Micro Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in stocks of micro-cap companies. Micro Cap Fund considers a micro-cap company to be a company having a market capitalization at time of purchase no larger than the market capitalization of the largest company in the Russell Microcap® Index (i.e., approximately $750 million).The Russell Micro Cap Index is a widely used benchmark for micro-cap performance. The market capitalization of the companies in Micro Cap Fund’s portfolio and the Russell Micro Cap Index changes over time; Micro Cap Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization grows outside this range. Micro Cap Fund may, on occasion, purchase companies with a market capitalization above the range if the sub-adviser to Micro Cap Fund believes that such investment is in the best interests of Micro Cap Fund and consistent with Micro Cap Fund’s investment objective.

The sub-adviser to Micro Cap Fund utilizes a series of well-defined, established processes in order to select and reevaluatefor securities. The sub-adviser begins with a universe of securities consisting of thosetypically found in the Russell Micro Cap Index.  Each security in that universe is then evaluated using a series of proprietary screens involving fundamental, quantitative, qualitative and technical analysis.    A fundamental analysis examines the current share price of a stock relative to other measures of the issuer’s value, such as earnings.  A quantitative analysis examines other measures of a stock’s potential to appreciate in value using statistical or other mathematical models.  A qualitative analysis examines factors that may not be fully reflected in the stock’s share price, such as recent product launches, changes in competition, natural disasters and changes in management.  A technical analysis examines direction trends in a stock’s share price.

Once a security has been subjected to those analytical filters, the sub-adviser performs a detailed assessment; develops an investment thesis;sets a price target and initiates a portfolio position.  Holdings, generally, are widely diversified or company and industry. While most assets are typically invested in U.S. common stocks, Micro Cap Fund may invest in American Depositary Receipts, or ADRs, and other foreign stocks traded on U.S. exchanges in keeping with Micro Cap Fund’s objectives.

Principal Investment Risks

All investments carry a certain amount of risk.  You may lose money by investing in Micro Cap Fund.  In addition to the risks common to all Pear Tree Funds (see “—Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Micro Cap Fund.
 
Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Micro Cap Fund’s investments may prove to be incorrect. If the securities selected and strategies employed by Micro Cap Fund fail to produce the intended results, Micro Cap Fund could underperform other funds with similar objectives and investment strategies.

Micro-Capitalization Securities.   Investments in small-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources.  Some micro-cap securities are traded on national securities exchanges.  Many are traded on less regulated OTC bulletin boards or their prices are simply listed on “pink sheets,” and thus, do not have to meet national exchange listing requirements.  As a result, the performance of Micro Cap Fund may be more volatile than a fund that invests in small- or mid-cap stocks.

Foreign Securities. To the extent Micro Cap Fund holds foreign securities (including ADRs), financial information concerning those entities may be more limited than information generally available from U.S. issuers or not available.  The value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries.

Sector. Micro Cap Fundoccasionally may at any one time have significant investments in one or more specific industry sectors to the extent that Micro Cap Fund’s benchmark is concentrated in specific industry sectors, although Micro Cap Fund does not have a policy to concentrate in any specific industry sector. To the extent that Micro Cap Fund has significant investments in a specific sector, it is subject to risk of loss as a result of adverse economic, business or other developments to that sector in addition to general market risks.
 
Non-Diversification.   Micro Cap Fund is “non-diversified,” which means that it may invest a higher percentage of its assets in a small number of issuers.  When Micro Cap Fund is not diversified, a decline in the value of the securities of one issuer could have a significant negative effect on the value of Micro Cap Fund’s portfolio.

Pear Tree Quality Fund

Investment Objective

Long-term growth of capital.  There is no guarantee that Quality Fund will achieve its objective.  Quality Fund’s investment objective may be changed by its Board of Trustees and without shareholder approval.

Principal Investment Strategies
 
Under normal market conditions, Quality Fund invests at least 80 percent of its net assets (plus any borrowings for investment purposes) in common stocks of U.S. issuers. Quality Fund principally invests in stocks of large-cap companies, that is, companies with a market capitalization of greater than $[ 5 ] billion at time of purchase. The market capitalization of the companies in Quality Fund’s portfolio changes over time; Quality Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization falls outside this range.

To manage Quality Fund’s portfolio, Quality Fund’s investment manager, in consultation with its sub-adviser, periodically selects a portfolio of securities organized as a mutual fund (the “target portfolio”) and then purchases and sells Quality Fund assets such that Quality Fund’s portfolio generally holds the same securities and in the same percentages as the target portfolio as of the end of the target portfolio’s most recent fiscal quarter. In order for a mutual fund to be a potential target portfolio, the mutual fund must:

·  
Invest principally in stocks of large U.S. companies;
·  
Be required to disclose publicly within 60 days of its quarter end its portfolio holdings as of the end of the quarter;
·  
Be managed by an investment adviser that is unaffiliated with Quality Fund’s investment manager or sub-adviser; and
·  
Typically, allow only very large institutional investors to invest directly in the target portfolio.

In selecting a target portfolio for Quality Fund, Quality Fund’s investment manager considers, among other things, whether the:

·  
Target portfolio may easily be replicated by Quality Fund;
·  
Quality Fund’s purchases and sales of portfolio securities may potentially impact the management of the target portfolio;
·  
Target portfolio’s investment objective and investment policies are compatible with Quality Fund’s investment objective and investment policies;
·  
Target portfolio historically has a low rate of turnover;
·  
Target portfolio historically has had strong performance;
·  
Target portfolio’s investment adviser has a solid reputation within the financial services industry; and
·  
Target portfolio’s investment adviser generally uses a quantitative investment approach to manage the target portfolio.

If Quality Fund’s assets significantly increase, Quality Fund may select more than one target portfolio.From time to time, a target portfolio may invest in non-U.S. securities. In such cases, Quality Fund typically invests in American Depositary Receipts (or ADRs), which represent interests in such securities.

Principal Investment Risks

All investments carry a certain amount of risk.  You may lose money by investing in Quality Fund.  In addition to the risks common to all Pear Tree Funds (see “—Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Quality Fund.
 
Difficulty in Comparing Fund Performance with Target Portfolio Performance .  Quality Fund performance typically does not mirror the target portfolio’s performance. Among other things, the holdings of the target portfolio may change significantly during the period between the end of a quarter and the time when those changes are publicly disclosed. At such times, it is likely that Quality Fund is unaware of the changes, and as a result, may not be able to avoid a loss or benefit from a repositioning of its portfolio that has been anticipated by the target portfolio’s investment adviser. In addition, the target portfolio may have lower expenses relative to its assets than Quality Fund.

Inability to Conduct Due Diligence on Target Portfolio’s Investment Adviser.   Neither Quality Fund’s investment manager nor sub-adviser has an agreement with a target portfolio’s investment adviser. As a result, they may be able to perform only limited due diligence on the investment adviser to determine, among other things, whether the investment adviser is adhering to the target portfolio’s investment guidelines and whether the risks disclosed in the target portfolio’s offering documents (e.g., its prospectus and statement of additional information) reflect the risks of the target portfolio.

Potential Impact on Target Portfolio.   Quality Fund’s purchases and sales of securities for its own portfolio may adversely impact the management of a target portfolio and thus, Quality Fund itself.

Accuracy of Target Portfolio Information. Quality Fund relies on each target portfolio to disclose publicly accurate information about its portfolio holdings on or before the deadlines required for such disclosure. Any failure by a target portfolio to file accurate and timely portfolio information could affect the performance of Quality Fund.

Large-Capitalization Securities.   Securities issued by large-cap companies tend to be less volatile than securities issued by smaller companies.  Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.

Foreign Securities. To the extent Quality Fund holds foreign securities (primarily through ADRs), financial information concerning those entities may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which those foreign securities are principally traded may have limited liquidity, and be subject to complex rules, arbitrary rules or both.  Quality Fund also may have a limited ability to protect its investment under foreign property and securities laws, and may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries.

Non-Diversification .  Quality Fund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Quality Fund.

Sector. Quality Fund may at any one time have significant investments in one or more specific industry sectors to the extent that Quality Fund’s benchmark is concentrated in specific industry sectors, although Quality Fund does not have a policy to concentrate in any specific industry sector. To the extent that Quality Fund has significant investments in a specific sector, it is subject to risk of loss as a result of adverse economic, business or other developments to that sector in addition to general market risks.


Pear Tree PanAgora Dynamic Emerging Markets Fund

Investment Objective:    Long-term growth of capital. There is no guarantee that Emerging Markets Fund will achieve its objective.  Emerging Markets Fund’s investment objective may be changed by its Board of Trustees and without shareholder approval.
 
Principal Investment Strategies
 
Under normal market conditions, Emerging Markets Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in common stocks, including depository receipts, warrants and rights, of emerging markets issuers.  Emerging Markets Fund defines an emerging market issuer as an issuer having a country classification assigned by MSCI from a country included in the MSCI Emerging Markets® Index (“MSCI EM”). As of May 31, 2011, the countries included in the MSCI EM Index were: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, the Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.
 
Emerging Markets Fund generally invests in at least eight countries and three or more broad geographic regions, such as Latin America, Asia or Europe. Emerging Markets Fund may invest greater than 25 percent of its assets in a particular region, but not in a single country in that region.  Emerging Markets Fund may invest in companies of any capitalization.
 
To manage Emerging Markets Fund’s assets, its sub-adviser employs its proprietary alpha modeling technology, that is, a model that seeks to make more money than a passive strategy of investing in the market generally (which typically is represented by reference to a broad-based market index).  The sub-adviser’s model is based on fundamental investment principles, and it is premised on the theory that no two stocks are alike and their behaviors change through time.  As a result, the model has distinct dynamic and analytical components.  The models approach combines firm-specific, sector-specific and region-specific information in a quantitative framework to derive custom-tailored alpha modelsfor a broad universe of global securities.  For Emerging Markets Fund, the sub-adviser has tailored the model for a portfolio focused on emerging markets securities.
 
In addition to emerging markets securities, Emerging Markets Fund also may invest in forward foreign currency exchange contracts.
 
Principal Investment Risks
 
All investments carry a certain amount of risk.  You may lose money by investing in Emerging Markets Fund.  In addition to the risks common to all Pear Tree Funds (see “—Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Emerging Markets Fund.
 
Foreign Securities, including Emerging Markets Securities. Financial information concerning foreign issuers may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which Emerging Markets Fund invests may have limited liquidity, and be subject to complex rules, arbitrary rules or both.  Emerging Markets Fund also may have a limited ability to protect its investment under foreign property and securities laws, and may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates.

For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries.  The events that lead to those greater risks include political instability, immature economic and financial institutions, local economies typically dependent on one or several natural resources, local property and securities laws that lack clarity or certainty, generally limited market liquidity, local ownership rules, currency exchange restrictions and restrictions on the repatriation of investment income and capital. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, Emerging Markets Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.

Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Emerging MarketsFund’s investments may prove to be incorrect. If the securities selected and strategies employed by Emerging MarketsFund fail to produce the intended results, Emerging Markets Fund could underperform other funds with similar objectives and investment strategies.

Large- and Mid-Capitalization Securities.   Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies.  Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.

Small- and Micro-Capitalization Securities.   Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Emerging Markets Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.

Growth and Value Stock Investing .  Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment.  As Emerging Markets Fund holds stocks with both growth and value characteristics, from time to time it could underperform stock funds that take a strictly growth or value approach to investing. Growth stocks generally are more volatile than the overall stock market and can have sharp price declines as a result of earnings disappointments.  Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Forward and Currency Contracts .  Forward and currency contracts are subject to the risks inherent in most derivative contracts.  In addition, they also may be subject to certain non-market based risks that are difficult to predict, such as governmental, trade, fiscal, monetary and exchange control programs and policies.Currency contracts also may be subject to national and international political and economic events.Under certain market conditions, Emerging Markets Fund could lose more than the amount it originally invested.  Emerging Markets Fund also may find that under certain market conditions, it may be difficult or impossible to liquidate a position.

Non-Diversification .  Emerging MarketsFund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers.  As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Emerging MarketsFund.

Sector. Emerging MarketsFund may at any one time have significant investments in one or more specific industry sectors to the extent that Emerging Markets Fund’s benchmark is concentrated in specific industry sectors, although Emerging Markets Fund does not have a policy to concentrate in any specific industry sector. To the extent that Emerging Markets Fund has significant investments in a specific sector, it is subject to risk of loss as a result of adverse economic, business or other developments to that sector in addition to general market risks.


Pear Tree Polaris Foreign Value Fund

Investment Objective:    Long-term growth of capital and income. There is no guarantee that Foreign Value Fund will achieve its objective.  Foreign Value Fund’s investment objective may be changed by its Board of Trustees and without shareholder approval.
 
Principal Investment Strategies
 
Under normal market conditions, Foreign Value Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in common stock, warrants, and rights derivative of or convertible into common stocks, in each case issued by foreign markets issuers.  Foreign Value Fund defines a foreign markets issuer to be an issuer that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Common stocks include securities such as depositary receipts and participatory notes that derive their values from common stocks.

Generally, Foreign Value Fund invests in foreign markets issuers in Europe, Australia, and the larger capital markets of the Far East.  Foreign Value Fund, however, also may invest without limit in emerging markets issuers, that is, an issuer organized under the laws of, or whose securities are traded in, a country included in the MSCI Emerging Markets Index (“MSCI EM”). As of May 31, 2011, the countries included in the MSCI EM Index were: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, the Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.  Foreign Value Fund generally will be invested in issuers in ten or more foreign countries. Foreign Value Fund may invest in companies of any capitalization.

Foreign Value Fund’s sub-adviser uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, because the sub-adviser believes that country and industry factors are important influences on security prices, it employs proprietary quantitative investment technology to evaluate data, such as cash flow and interest rates, to produce a ranking of country and industry sectors. Second, because the sub-adviser believes that normal security price fluctuations produce company valuations that can undervalue the cash flow or assets of a company, it uses traditional valuation criteria to regularly screen a database of more than 29,000 companies worldwide to identify a pool of approximately 500 or more securities with the greatest potential for undervalued streams of sustainable cash flow or assets. Third, the sub-adviser conducts rigorous fundamental research on the pool of companies identified by the first two steps of the investment process. The sub-adviser also maintains a “watch-list” of companies which may be used if the valuation of a company held in Foreign Value Fund’s portfolio falls below established limits.

Foreign Value Fund’s sub-adviser may utilize options in an attempt to improve the risk/return profile of Foreign Value Fund’s returns. Selling/writing call options is designed to provide income to Foreign Value Fund (i.e., the writer of the call option is paid a premium, but is obligated to sell a security at a target price). Purchasing put options (i.e., the purchaser has the right to sell a security at a target price) is designed to protect Foreign Value Fund from dramatic downward movements in a security, effectively locking in a minimum sale price for that security. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors.  Foreign Value Fund may also buy and sell forward foreign currency exchange contracts in connection with its investments.

 
Principal Investment Risks
 
All investments carry a certain amount of risk.  You may lose money by investing in Foreign Value Fund.  In addition to the risks common to all Pear Tree Funds (see “—Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Foreign Value Fund.
 
Foreign Securities, including Emerging Markets Securities. Financial information concerning foreign issuers may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which Foreign Value Fund invests may have limited liquidity, and be subject to complex rules, arbitrary rules or both. Foreign Value Fund also may have a limited ability to protect its investment under foreign property and securities laws, and may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates.

For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries.  The events that lead to those greater risks include political instability, immature economic and financial institutions, local economies typically dependent on one or several natural resources, local property and securities laws that lack clarity or certainty, generally limited market liquidity, local ownership rules, currency exchange restrictions and restrictions on the repatriation of investment income and capital. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, Foreign Value Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.

Value Stock Investing .  Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment.  As Foreign Value Fund holds stocks with value characteristics, from time to time it could underperform stock funds that take a strictly growth approach to investing. Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Foreign Value Fund’s investments may prove to be incorrect. If the securities selected and strategies employed by Foreign Value Fund fail to produce the intended results, Foreign Value Fund could underperform other funds with similar objectives and investment strategies.

Large- and Mid-Capitalization Securities.   Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies.  Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.

Small- and Micro-Capitalization Securities.   Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Foreign Value Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
 
Currency and Option Contracts.   Currency and Options contracts are subject to the risks inherent in most derivative contracts.  In addition, currency contracts also may be subject to national and international political and economic events.Options contracts, including options on futures contracts, also are subject to the risks of a leveraged transaction, that is, a move against Foreign Value Fund’s open position could cause Foreign Value Fund to lose its premium, initial margin and any additional funds deposited to establish or maintain the position, and Foreign Value Fund may be required to deposit a substantial amount of additional market funds on short notice to maintain the position.  Under certain market conditions, Foreign Value Fund investing in an option contact could lose more than the amount it originally invested.  Foreign Value Fund also may find that under certain market conditions, it may be difficult or impossible to liquidate an open option contract.
 
Non-Diversification .  Foreign Value Fund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers.  As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Fund.

Sector. Foreign Value Fund may at any one time have significant investments in one or more specific industry sectors to the extent that Foreign Value Fund’s benchmark is concentrated in specific industry sectors, although Foreign Value Fund does not have a policy to concentrate in any specific industry sector. To the extent that Foreign Value Fund has significant investments in a specific sector, it is subject to risk of loss as a result of adverse economic, business or other developments to that sector in addition to general market risks.


Pear Tree Polaris Foreign Value Small Cap Fund

Investment Objective:

Long-term growth of capital and income.  There is no guarantee that Foreign Value Small CapFund will achieve its objective.  Foreign Value Small CapFund’s investment objective may be changed by its Board of Trustees and without shareholder approval.

Principal Investment Strategies
 
Under normal market conditions, Foreign ValueSmall Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in common stock, warrants, and rights derivative of or convertible into common stocks, in each case issued by foreign markets issuers.  Foreign ValueSmall Cap Fund defines a foreign markets issuer to be an issuer that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Common stocks include securities such as depositary receipts andparticipatory notes that derive their values from common stocks.

Generally, Foreign ValueSmall Cap Fund invests in foreign markets issuers in Europe, Australia, and the larger capital markets of the Far East.  Foreign ValueSmall Cap Fund, however, also may invest without limit in emerging markets issuers, that is, an issuer organized under the laws of, or whose securities are traded in, a country included in the MSCI Emerging Markets Index (“MSCI EM”). As of May 31, 2011, the countries included in the MSCI EM Index were: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, the Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.  Foreign ValueSmall Cap Fund generally will be invested in issuers in ten or more foreign countries.  Foreign Value Small Cap Fund considers a small-cap company to be a company having a market capitalization at time of purchase between $50 million to $2 billion.

Foreign ValueSmall Cap Fund’s sub-adviser uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, because the sub-adviser believes that country and industry factors are important influences on security prices, it employs proprietary quantitative investment technology to evaluate data, such as cash flow and interest rates, to produce a ranking of country and industry sectors. Second, because the sub-adviser believes that normal security price fluctuations produce company valuations that can undervalue the cash flow or assets of a company, it uses traditional valuation criteria to regularly screen a database of more than 29,000 companies worldwide to identify a pool of approximately 500 or more securities with the greatest potential for undervalued streams of sustainable cash flow or assets. Third, the sub-adviser conducts rigorous fundamental research on the pool of companies identified by the first two steps of the investment process. The sub-adviser also maintains a “watch-list” of companies which may be used if the valuation of a company held in Foreign Value Small Cap Fund’s portfolio falls below established limits.

Foreign ValueSmall Cap Fund’s sub-adviser may utilize options in an attempt to improve the risk/return profile of Foreign Value Small Cap Fund’s returns. Selling/writing call options is designed to provide income to Foreign Value Small Cap Fund (i.e., the writer of the call option is paid a premium, but is obligated to sell a security at a target price). Purchasing put options (i.e., the purchaser has the right to sell a security at a target price) is designed to protect Foreign Value Small Cap Fund from dramatic downward movements in a security, effectively locking in a minimum sale price for that security. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors.  Foreign ValueSmall Cap Fund may also buy and sell forward foreign currency exchange contracts in connection with its investments.

 
Principal Investment Risks
 
All investments carry a certain amount of risk.  You may lose money by investing in Foreign Value Small Cap Fund.  In addition to the risks common to all Pear Tree Funds (see “—Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Foreign Value Small Cap Fund.
 
Foreign Securities, including Emerging Markets Securities. Financial information concerning foreign issuers may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which Foreign Value Small Cap Fund invests may have limited liquidity, and be subject to complex rules, arbitrary rules or both. Foreign Value Small CapFund also may have a limited ability to protect its investment under foreign property and securities laws, and may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates.

For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries.  The events that lead to those greater risks include political instability, immature economic and financial institutions, local economies typically dependent on one or several natural resources, local property and securities laws that lack clarity or certainty, generally limited market liquidity, local ownership rules, currency exchange restrictions and restrictions on the repatriation of investment income and capital. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, Foreign Value Small Cap Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.

Value Stock Investing .  Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment.  As Foreign Value Small CapFund holds stocks with value characteristics, from time to time it could underperform stock funds that take a strictly growth approach to investing. Value stocks generally carry the risk that the market will not recognize their intrinsic value or that they are actually appropriately priced at a low level.

Small-Capitalization Securities.   Investments in small-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Foreign Value Small CapFund may be more volatile than a fund that invests only in large- and mid-cap stocks.
 
Currency and Option Contracts.   Currency and Options contracts are subject to the risks inherent in most derivative contracts.  In addition, currency contracts also may be subject to national and international political and economic events.Options contracts, including options on futures contracts, also are subject to the risks of a leveraged transaction, that is, a move against Foreign Value Small Cap Fund’s open position could cause Foreign Value Small Cap Fund to lose its premium, initial margin and any additional funds deposited to establish or maintain the position, and Foreign Value Small Cap Fund may be required to deposit a substantial amount of additional market funds on short notice to maintain the position.  Under certain market conditions, Foreign Value Small CapFund investing in an option contact could lose more than the amount it originally invested.  Foreign Value Small CapFund also may find that under certain market conditions, it may be difficult or impossible to liquidate an open option contract.
 
Active Management Risk.   The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Foreign Value Small CapFund’s investments may prove to be incorrect. If the securities selected and strategies employed by Foreign Value Small CapFund fail to produce the intended results, Foreign Value Small Cap Fund could underperform other funds with similar objectives and investment strategies.

Non-Diversification .  Foreign Value Small CapFund is “non-diversified”, which means that it may invest a higher percentage of its assets in a smaller number of issuers.  As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Small CapFund.

Sector. Foreign Value Small CapFund may at any one time have significant investments in one or more specific industry sectors to the extent that Foreign Value Small Cap Fund’s benchmark is concentrated in specific industry sectors, although Foreign Value Small Cap Fund does not have a policy to concentrate in any specific industry sector. To the extent that Foreign Value Small Cap Fund has significant investments in a specific sector, it is subject to risk of loss as a result of adverse economic, business or other developments to that sector in addition to general market risks.


Investment Strategies Common to all Pear Tree Funds

The following investment strategies are common to all Pear Tree Funds:

Securities Lending. To earn additional income, a Pear Tree Fund maylend its securities to brokers, dealers and other institutionalinvestors in an amount not to exceed one-third ofthe value of its total assets via a securities lending programthrough the securities lending agent.When the Pear Tree Fund lends its securities, it typically receives backcollateral in the form of cash or high quality securities. Cashcollateral typically is invested by the Pear Tree Fund in a money marketfund, with the Pear Tree Fund splitting the income received from themoney market fund with the securities lending agent. Collateral in theform of securities typically is held by the Pear Tree Fund’s custodian,and the Pear Tree Fund receives a premium for loaning its securities.That premium also is split with the securities lending agent.The Pear Tree Fund returns the collateral when its lent securities arereturned, or, in the event the lent securities are not returned,the collateral is retained or sold by the Pear Tree Fund to compensate itfor its loss.

Should a borrower of securities fail financially, thelending Pear Tree Fund mayexperience delays in recovering the securities or exercising itsrights in the collateral. Loans are made only to borrowers thatare deemed by the securities lending agent to be of goodfinancial standing. In a loan transaction, a Pear Tree Fund that acceptscash collateral also will bear the risk of any decline in value ofsecurities acquired with cash collateral, including shares ofmoney market funds that intend to maintain a stable shareprice.

Derivatives .  Each Pear Tree Fund’s investments in derivative instruments are subject to a number of risks. Many derivatives are instruments negotiated with a single counterparty, and thus, may not be resold, may be terminated only subject to penalty, and may be subject to non-performance by the counterparty. In part because of their complexity, many derivatives also involve the risk of mispricing or improper valuation, as well as the risk that the value of the derivative may not increase or decrease as expected.  Certain derivatives also allow them to leverage their portfolios, and thus, could lose more than the principal amount it invested in those derivatives.

High Yield Debt Securities.   A Pear Tree Fund may invest in fixed income securities of any maturity.  No Pear Tree Fund, however, may invest more than 10 percent of its net assets in fixed income securities, including convertible debt securities, rated below investment grade or in unrated securities of comparable quality.

Investments in Other Investment Companies. Each Pear Tree Fund may invest up to 10 percent of its total net assets in other investment companies, including exchange traded funds (“ETFs”), to the extent that such investments are consistent with the Pear Tree Fund’s investment objective and permitted by law.

Cash Management. From time to time, a Pear Tree Fund will hold some of its assets as cash.  Any cash position held by a Pear Tree Fund typically is as a result of uninvested proceeds of a prior investment, uninvested cash received from new subscriptions, or uninvested cash being held to meet anticipated redemptions.  Some of the assets of a Pear Tree Fund generally arecash equivalent instruments, including money marketfunds. Except when aPear Tree Fund employs a temporary defensive positionor anticipates significant fund redemptions, it is not thepolicy of the Pear Tree Funds to maintain a significant portion of its assets as cash or cash equivalent instruments.

Temporary Defensive Positions. From time to time, a Pear Tree Fundmay take temporary defensive positions that are inconsistentwith the Pear Tree Fund’s principal investment strategies in attemptingto respond to adverse market, economic, political or otherconditions. When taking a defensive position, the Pear Tree Fund maynot achieve its investment objective.


 
Investment Risks Common to All Pear Tree Funds
 
The following are risks that are common to the Pear Tree Funds as well as most equityfunds:

·  
Market, Industry and Specific Holdings. The share price of a Pear Tree Fund may fall because of weakness in the stock markets, generally, weakness with respect to a particular industry in which the Pear Tree Fund has significant holdings, or weaknesses associated with one or more specific companies in which the Pear Tree Fund may have substantial investments. The stock markets generally may decline because of adverse economic and financial developments in the U.S. and abroad.  Industry or company earnings may deteriorate because of a variety of factors, including maturing product lines, changes in technologies, new competition and changes in management.  Such weaknesses typically lead to changes in investor expectations of future earnings and a lack of confidence in current stock prices. Downward pressures on stock prices accelerate if institutional investors, who comprise a substantial portion of the market, also lose confidence in current prices.

·  
Liquidity. Some Pear Tree Fund holdings may be subject to legal or contractual restrictions on resale, making them difficult to sell, especially in a timely manner.  Adverse market or economic conditions may result in limited or no trading market for other securities held by a Pear Tree Fund. Under any of these conditions, it may be difficult for a Pear Tree Fund selling one of these securities to receive a sales price comparable to the value assigned to the security by the Pear Tree Fund, or if the Pear Tree Fund continues to hold the security in its portfolio, to determine the value of the security.

The following are certain risks associated with investments in fixed income securities.  These risks apply to any Pear Tree Fund that invests in fixed income securities.

·  
Interest Rate Risk - the risk that rates will rise causing the value of the instrument to fall, credit risk, that is, the risk that an issuer, guarantor or liquidity provider of an instrument held by the fund will fail to make scheduled interest or principal payments, which may reduce the Pear Tree Fund’s income and the market value of, the instrument.

·  
Credit Risk.   The risk that the issuer of the fixed income security, and if guaranteed, the guarantor of the security, will default on its obligation to pay principal, interest or both.  Generally, lower rated securities have a higher likelihood of defaulting than a higher rated security.

·  
Prepayment Risk (when repayment of principal occurs before scheduled maturity) and Extension Risk (when rates of repayment of principal are slower than expected) – the risk that the holder may have to invest repayment proceeds in, or continue to hold, lower yielding securities, as the case may be.

·  
Liquidity Risk - the risk that the Pear Tree Fund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all, because of a lack of demand in the market for such securities, or a liquidity provider defaults on its obligation to purchase the securities when properly tendered by the holder.

To the extent that a Pear Tree Fund invests in another investment company, the Pear Tree Fund would be subject to the following risks:

·  
The investment performance of the Pear Tree Fund is directly related to the investment performance of the underlying funds.

·  
The Pear Tree Fund indirectly bears its proportionate share of any management and other fees paid by the other investment company in addition to the investment management and other fees paid by the Pear Tree Fund, and thus, shareholders of the Pear Tree Fund would be subject to duplicative fees.

Changes in Policies

Each Pear Tree Fund’s policy of investing at least 80 percent of its net assets (less borrowings for investment purposes) in a particular type of investment may not be materially revised unless that Pear Tree Fund’s shareholders are notified at least 60 days in advance of the proposed change.

Disclosure of Portfolio Holdings

A description of the Pear Tree Funds’ policies and procedures with respect to the disclosure of the Pear Tree Funds’ portfolio securities is available in the Pear Tree Funds’ Statement of Additional Information.

 

 
 

 

MANAGEMENT OF PEAR TREE FUNDS
 
Pear Tree Advisors, Inc., 55 Old Bedford Road, Suite 202, Lincoln, MA 01773 (the “Manager”) is responsible for day-to-day management of the business and affairs of the Pear Tree Funds subject to oversight by the Board.
 
The Manager
 
The Manager is a privately held financial services firm providing Management and administrative services and facilities to the Pear Tree Funds. As of June 30, 2012, the firm had approximately $___ million in assets under management.
 
The Manager may, subject to the approval of the Board, choose the investments of the Pear Tree Funds itself or select sub-advisers (each, a “Sub-Adviser”) to execute the day-to-day investment strategies of the Pear Tree Funds. The Manager currently employs the Sub-Advisers to make the investment decisions and portfolio transactions for the Pear Tree Funds and supervises the Sub-Advisers’ investment programs.
 
Day-to-day responsibility for investing Pear Tree Fund’ assets currently is provided by the Sub-Advisers described below.  The Pear Tree Funds and the Manager have received an exemptive order from the Securities and Exchange Commission that permits the Manager, subject to certain conditions, to enter into or amend an advisory contract with unaffiliated Sub-Advisers with respect to any Pear Tree Fund without obtaining shareholder approval.  With Board approval, the Manager may employ a new unaffiliated Sub-Adviser for the Pear Tree Fund, change the terms of the advisory contract with an unaffiliated Sub-Adviser, or enter into new advisory contracts with a Sub-Adviser.  The Manager retains ultimate responsibility to oversee the Sub-Advisers to the Pear Tree Funds and to recommend their hiring, termination, and replacement.  Shareholders of the Pear Tree Fund continue to have the right to terminate the advisory contract applicable to the Pear Tree Fund at any time by a vote of the majority of the outstanding voting securities of the Pear Tree Fund.  Shareholders will be notified if the Sub-Adviser is removed or replaced or if there has been any material amendment to an advisory contract.
 
 
The Sub-Advisers and Portfolio Management
 
 
The Sub-Advisers provide portfolio management and related services to each Pear Tree Fund, including trade execution.
 
The Statement of Additional Information provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager and each portfolio manager’s ownership of shares of his or her Fund.
 
Pear Tree Columbia Small Cap Fund, Pear Tree Columbia Micro Cap Fund and Pear Tree Quality Fund
 
Sub-Adviser. Columbia Partners, L.L.C., Investment Management (“Columbia”), 5425 Wisconsin Avenue, Suite 700, Chevy Chase, MD 20815 serves as the investment sub-adviser to Pear Tree Columbia Small Cap Fund and Pear Tree Quality Fund.  As of June 30, 2012, Columbia had approximately $___ billion in assets under management for individual, pension plan and endowment accounts.
 
Portfolio Management.
 
Pear Tree Columbia Small Cap Fund.
 
Portfolio manager
Portfolio manager experience in this Fund
Primary title(s) with Sub-Adviser,
primary role and investment experience
Robert A. von Pentz, CFA
Since 1996
Chief Investment Officer and head of Equity Investments since 1996
Investment professional since 1984
Rhys Williams, CFA
Since 1997
Senior Equity Portfolio Manager since 1997
Investment professional since 1990

 
Pear Tree Columbia Micro Cap Fund.
 
Portfolio manager
Portfolio manager experience in this Fund
Primary title(s) with Adviser,
primary role and investment experience
Robert A. von Pentz, CFA
Since 1996
Chief Investment Officer and head of Equity Investments since 1996
Investment professional since 1984
Dan Goldstein, CFA
Since 1996
Equity Team Portfolio Manager and Research Analyst since 1996
Investment professional since 1994

 
Pear Tree Quality Fund.
 
Portfolio manager
Portfolio manager experience in this Fund
Primary title(s) with Sub-Adviser,
primary role and investment experience
Robert A. von Pentz, CFA
Since 2011
Chief Investment Officer and head of Equity Investments since 1996
Investment professional since 1984

 
Pear Tree PanAgora Dynamic Emerging Markets Fund
 
Sub-Adviser. PanAgora Asset Management, Inc. (“PanAgora”), 470 Atlantic Avenue, Boston, MA 02110, serves as the investment sub-adviser to Pear Tree PanAgora Dynamic Emerging Markets Fund. As of June 30, 2012, PanAgora had $___ billion in assets under management in portfolios of institutional pension and endowment funds, among others.  Putnam Investments LLC is a control person of PanAgora.
 
Portfolio Management. Pear Tree PanAgora Dynamic Emerging Markets Fund is managed by the following team.
 
Portfolio manager
Portfolio manager experience in this Fund
Primary title(s) with Sub-Adviser,
primary role and investment experience
 
Joel G. Feinberg
Since 2008
Director, Equity Investments
Investment professional since 2000; from 2002 to 2005 as Senior Associate of Operations at PanAgora; Research Associate in Macro Strategies in 2005 at PanAgora; Portfolio Manager, Equity Investment 2006 to 2008 with PanAgora.
Sanjoy Ghosh, Ph.D.
 
Since 2008
Director, Equity Investments
Dr. Ghosh is a Director responsible for managing the firm’s dynamic equity investments. Prior to joining PanAgora in 2004, he worked at Putnam Investments as a portfolio manager on the Structured Equity team and has over 6 years investment industry experience.
     
Dmitri Kantsyrev, Ph.D., CFA
Since 2008
Portfolio Manager, Equity Investments
Dr. Kantsyrev is a Quantitative Analyst on the Dynamic Equity Modeling Team primarily responsible for conducting research for PanAgora’s Global and International Equity strategies. Dr. Kantsyrev joined PanAgora in 2007 from the University of Southern California, where he completed his studies in Finance. Dr. Kantsyrev is a CFA charterholder.

 
Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund
 
Sub-Adviser. Polaris Capital Management, LLC (“Polaris”), 125 Summer Street, Boston, MA 02110, serves as the investment sub-adviser to Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund. As of June 30, 2012, Polaris had $____ billion in assets under management for institutional clients and affluent individuals.
 
Portfolio Management.
 
Pear Tree Polaris Foreign Value Fund
 
Portfolio manager
Portfolio manager experience in this Fund
Primary title(s) with Sub-Adviser,
primary role and investment experience
Bernard R. Horn, Jr.
Since 1998 (Fund inception) Lead Portfolio Manager
Founder and Portfolio Manager since 1995.
Investment professional since 1980.
Sumanta Biswas, CFA
Since 2004
Assistant Portfolio Manager since 2004.
Investment professional since 1996; 1996 to 2000 as an officer for the Securities and Exchange Board of India; in 2001 as an intern for Delta Partners; 2002 to 2004 as an Analyst for Polaris.

 
Pear Tree Polaris Foreign Value Small Cap Fund
 
Portfolio manager
Portfolio manager experience in this Fund
Primary title(s) with Sub-Adviser,
primary role and investment experience
Bernard R. Horn, Jr.
Lead Portfolio Manager since 2008 (Fund inception)
Founder and Portfolio Manager since 1995.
Investment professional since 1980.
 
Sumanta Biswas, CFA
Since 2008 (Fund inception) Assistant Portfolio Manager
Assistant Portfolio Manager since 2004.
Investment professional since 1996; 1996 to 2000 as an officer for the Securities and Exchange Board of India; in 2001 as an intern for Delta Partners; 2002 to 2004 as an Analyst for Polaris.

 

 
Management and Advisory Fees
 
As compensation for services rendered for fiscal year ended March 31, 2012, each Pear Tree Fund (other than Pear Tree Columbia Micro Cap Fund) paid the Manager a monthly fee at the annual rate of 1.0 percent of the average daily net assets.  From the management fee, the Manager pays the expenses of providing investment advisory services to the Pear Tree Funds, including the fees of the Sub-Advisers of each individual Pear Tree Fund.
 
As Pear Tree Columbia Micro Cap Fund is new, no actual investment management fee information is available.  The Manager’s fee for serving as investment manager to Pear Tree Columbia Micro Cap Fund is 1.0 percent of that fund’s average daily net assets.
 
The Pear Tree Funds’ Semi-Annual report to be dated September 30, 2011 will contain a detailed discussion of the factors considered by the Pear Tree Funds’ Board and its conclusions in approving the management contract and advisory contracts .
 
Fee Waivers/Expense Limitation.
 
Pear Tree Quality Fund. The Manager has agreed until [______________] to waive 0.15 percent of its management fee if Quality Fund’s average daily net assets are up to $100 million and 0.25 percent of its management fee if Quality Fund’s average daily net assets are $100 million or more.  For the year ended March 30, 2011, the Manager waived fees or reimbursed Quality Fund in the aggregate amount of $ 16,257.  These fee waivers only may be terminated with the approval of the Board.
 
Pear Tree Columbia Micro Cap Fund.   The Manager has voluntarily agreed to waive its fees and reimburse QualityFund such that QualityFund's total annual fund operating expenses (excluding the distribution and shareholder servicing fees, brokerage commissions, interest, dividends, taxes, and extraordinary expenses) would not exceed 2.0 percent for Ordinary Shares.  This waiver may be terminated or modified by the Manager at any time without the approval of the Board of Trustees.
 
Revenue Sharing Payments. The Manager or its affiliates may make payments, out of their own assets to certain intermediaries or their affiliates (including the Distributor, U.S. Boston Capital Corporation) based on sales or assets attributable to the intermediary, or such other criteria agreed to by the Manager. Such payments will be paid by the Manager or its affiliates out of their profits or other available sources and will not impact the total operating expenses of any Pear Tree Fund.  The intermediaries to which payments may be made are determined by the Manager. These payments, often referred to as “revenue sharing payments,” may be in addition to other payments such as Rule 12b-1 fees and may provide an incentive, in addition to any sales charge, to these firms to actively promote the Pear Tree Funds or to provide marketing or service support to the Pear Tree Funds.
 
In some circumstances, these payments may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of a Pear Tree Fund.  Please contact your financial intermediary for details about revenue sharing payments it may receive.
 
Administrative and Processing Support Payments. The Manager or its affiliates may make payments to certain financial intermediaries that sell Pear Tree Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts, to the extent that the Pear Tree Funds do not pay for these costs directly. The Manager or its affiliates also may make payments to certain financial intermediaries that sell Pear Tree Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of such payments may include, among others, payment of ticket charges per purchase or exchange order placed by a financial intermediary, payment of networking fees in connection with certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial intermediary’s mutual fund trading system.
 
Distributor and Distribution Plan
 
U.S. Boston Capital Corporation is the distributor of the Pear Tree Funds’ shares.
 
The Pear Tree Funds has adopted for each Fund a distribution plan under Rule 12b-1 to pay for the marketing and distribution of the Pear Tree Fund Ordinary Shares and for services provided to shareholders of the Pear Tree Funds’ Ordinary Shares as described above.  Rule 12b-1 fees are paid on an on-going basis out of the Pear Tree Fund’s assets allocated to Ordinary Shares, which will increase the cost of your investment in Ordinary Shares and may cost more than other types of sales charges.  The distribution fee is not directly tied to the Distributor’s expenses.  If the Distributor’s expenses exceed the Distributor’s fee, the Pear Tree Funds are not required to reimburse the Distributor for the excess expenses; if the Distributor’s fee exceeds the Distributor’s expenses, the Distributor may realize a profit.
 
SHARE CLASS ELIGIBILITY
 
The Pear Tree Funds offer two classes of shares of each Pear Tree Fund through this prospectus: Ordinary Shares and Institutional Shares.
 
Ordinary Shares are available to all purchasers and are subject to a fee of 0.25 percent charged pursuant to Rule 12b-1 under the 1940 Act (“12b-1 fee”).  Institutional Shares are available to limited classes of purchasers on a “no-load” basis, and they are not subject to a sales charge or 12b-1 fee.
 
At this time the Pear Tree Funds do not accept applications for purchases of shares from Foreign Persons (that is, persons who are not U.S. citizens or resident aliens).
 
Ordinary Shares
 
The minimum initial investment is generally $2,500. However, you may make a minimum investment of $1,000 if you:
 
• Participate in the Pear Tree Funds’ Automatic Investment Plan;
 
• Open a Uniform Gifts/Transfers to Minors account; or
 
• Open an Individual Retirement Account (“IRA”) or an account under a similar plan established under the Employee Retirement Income Security Act of 1974, as amended, or for any pension, profit sharing or other employee benefit plan or participant therein, whether or not the plan is qualified under Section 401 of the Internal Revenue Code of 1986, as amended, including any plan established under the Self-Employed Individuals Tax Retirement Act of 1962 (HR-10).
 
The Manager, at its discretion, may waive these minimums.
 
You may make subsequent purchases in any amount, although the Manager, at its discretion, reserves the right to impose a minimum at any time.
 
Institutional Shares
 
Institutional Shares are offered to clients who meet eligibility and minimum investment amount requirements. The minimum initial investment amount may be invested in one or more of the Pear Tree Funds that currently offer Institutional Shares. There is no minimum additional investment amount.
 
Institutional Shares are not subject to any sales charges or fees pursuant to the Pear Tree Funds’ 12b-1 Plan.
 
Minimum Initial
Investment
 
Eligible Classes of Institutional Share Investors
$1 million or more
(i) benefit plans with at least $10,000,000 in plan assets and 200 participants, that either have a separate trustee vested with investment discretion and certain limitations on the ability of plan beneficiaries to access their plan investments without incurring adverse tax consequences or which allow their participants to select among one or more investment options, including the Pear Tree Fund;
(ii) banks and insurance companies purchasing shares for their own account;
(iii) an insurance company separate account; or
(iv) a bank, trust company, credit union, savings institution or other depository institution, its trust departments or common trust funds purchasing for non-discretionary customers or accounts.
 
$1 million or more in the aggregate
If an account or group of accounts is (a) not represented by a broker/dealer, (b) the minimum initial investment is at least $1 million in the aggregate at the plan, group or organization level and (c) the investment is made by:
(1) A private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code;
(2) An endowment or organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code; or
(3) A group of accounts related through a family trust, testamentary trust or other similar arrangement purchasing Institutional Shares through or upon the advice of a single fee-paid financial intermediary other than the Manager or Distributor.
None
Investments made for an individual account or a group of accounts:
(i) through an eligible mutual fund wrap program. To be eligible, a mutual fund wrap program must offer allocation services, charge an asset-based fee to its participants for asset allocation and/or offer advisory services, and meet trading and operational requirements under an appropriate agreement with the Distributor or clearing entity; or
(ii) by registered investment Sub-Advisers who are (a) charging an asset based fee for their advisory services and (b) purchasing on behalf of their clients.
You should ask your investment firm if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals. The intermediaries sponsoring or participating in these mutual fund programs also may offer their clients other classes of shares of the Pear Tree Funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class. Neither the Pear Tree Fund, nor the Manager, nor the Distributor receives any part of the separate fees charged to clients of such intermediaries.
Minimum Initial
Investment
 
Eligible Classes of Institutional Share Investors
None
(i) any state, county, city, or any instrumentality, department, authority, or agency of these entities or any trust, pension, profit-sharing or other benefit plan for the benefit of the employees of these entities which is prohibited by applicable investment laws from paying a sales charge or commission when it purchases shares of any registered investment management company; or
(ii) officers, partners, trustees or directors and employees of the Pear Tree Funds, the Pear Tree Funds’ affiliated corporations, or of the Pear Tree Funds’ Sub-Advisers and their affiliated corporations (a “Fund Employee”), the spouse or child of a Pear Tree Fund Employee, a Pear Tree Fund Employee acting as custodian for a minor child, any trust, pension, profit-sharing or other benefit plan for the benefit of a Pear Tree Fund Employee or spouse and maintained by one of the above entities, the employee of a broker-dealer with whom the Distributor has a sales agreement or the spouse or child of such employee.
 
To qualify for the purchase of Institutional Shares, Fund Employees and other persons listed in section (ii) must provide Pear Tree Institutional Services, a division of the Manager (“Transfer Agent”), with a letter stating that the purchase is for their own investment purposes only and that the shares will not be resold except to the Pear Tree Funds.
The Manager, at its sole discretion, may accept investments of $1 million or more in the aggregate from other classes of investors substantially similar to those listed above. In addition, the Manager may waive or lower initial investment amounts in other circumstances. Please call 1-800-326-2151 for more information.
 
HOW TO PURCHASE
 
Making an Initial Investment
 
You must provide the Pear Tree Funds with a completed Account Application for all initial investments, a copy of which may be obtained by calling 1-800-326-2151 , or online at www.peartreefunds.com .
 
Transaction Privileges. If you wish to have telephone exchange or telephone redemption privileges for your account, you must elect these options on the Account Application. You should carefully review the Application and particularly consider the discussion in this Prospectus regarding the Pear Tree Funds’ policies on exchanges of Fund shares and processing of redemption requests. Some accounts, including IRA accounts, require a special Account Application. See Investment Through Tax Deferred Retirement Plans . For further information, including assistance in completing an Account Application, call the Pear Tree Funds’ toll-free number 1-800-326-2151. Generally, shares may not be purchased by facsimile request or by electronic mail .
 
Identity Verification. Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, you will need to supply your name, address, date of birth, and other information that will allow the Pear Tree Fund to identify you. The Pear Tree Fund may close your account if it cannot adequately verify your identity. If your account must be closed, your redemption price will be the net asset value (less applicable sales charges) on the date of redemption.
 
Investments by Check. You may purchase shares of the Pear Tree Funds by sending a check payable in U.S. dollars to the Pear Tree Funds specifying the name(s) of the Pear Tree Fund(s) and amount(s) of investment(s), together with the appropriate Account Application (in the case of an initial investment) to:
 
Pear Tree Funds
 
Attention: Transfer Agent
 
55 Old Bedford Road, Suite 202
 
Lincoln, Massachusetts 01773
 
If you buy shares with a check that does not clear, your account may be subject to extra charges to cover collection costs. Third party checks, cashier’s checks and money orders will not be accepted. Purchases made by check must wait 15 days prior to being liquidated.
 
Minimum Account Size
 
Each Pear Tree Fund requires that you maintain a minimum account size, currently 50 shares for Ordinary Shares and  Institutional Shares. If you hold fewer than the required minimum number of shares in your account, the Pear Tree Fund reserves the right to notify you that it intends to sell your shares and close your account. You will be given 30 days from the date of the notice to make additional investments to avoid having your shares sold and your account closed. This policy does not apply to certain qualified retirement plan accounts.
 
Automatic Investment Plan
 
You may participate in the Automatic Investment Plan for the Pear Tree Funds by completing the appropriate section of the Account Application and enclosing a minimum investment of $1,000 per Fund. You must also authorize an automatic withdrawal of at least $100 per account from your checking or similar account each month to purchase shares of a Pear Tree Fund. You may cancel the Plan at any time, but your request must be received five business days before the next automatic withdrawal (generally the 20th of each month) to become effective for that withdrawal. Requests received fewer than five business days before a scheduled withdrawal will take effect with the next scheduled withdrawal.  The Pear Tree Funds or the Transfer Agent may terminate the Automatic Investment Plan at any time.
 
Investments by Wire
 
If you wish to buy shares by wire, please contact the Transfer Agent at 1-800-326-2151 or your dealer or broker for wire instructions. For new accounts, you must provide a completed Account Application before, or at the time of, payment. To ensure that a wire is credited to the proper account, please specify your name, the name(s) of the Pear Tree Fund(s) and class of shares in which you are investing, and your account number. A bank may charge a fee for wiring funds.
 
Subsequent Investments
 
If you are buying additional shares in an existing account, you should identify the Pear Tree Fund and your account number. If you wish to make additional investments in more than one Fund, you should provide your account numbers and identify the amount to be invested in each Pear Tree Fund. You may pay for all purchases with a single check. Additional shares may be purchased by ACH payment as well.
 
Investments through Tax-Deferred Retirement Plans
 
Pear Tree Funds are available for investment through various tax-deferred retirement vehicles.  Please call 1-800-326-2151 for assistance.   These types of investments may be subject to specific fees.
 
Confirmation Statements
 
The transfer agent maintains an account for each investment firm or individual shareholder and records all account transactions. You will be sent confirmation statements showing the details of your transactions as they occur.
 
HOW TO EXCHANGE
 
You can exchange all or a portion of your shares between Funds within the same class, subject to the applicable minimum. You may not exchange from one class of shares to another class of shares of the same or a different Fund. There is no fee for exchanges. The exchange privilege is available only in states where shares of the Pear Tree Fund being acquired may legally be sold. Individual Funds may not be registered in each state. You should be aware that exchanges might produce a gain or loss, as the case may be, for tax purposes.
 
You can make exchanges in writing or by telephone, if applicable. Exchanges will be made at the per share net asset value of shares of such class next determined after the exchange request is received in good order by the Pear Tree Fund. If exchanging by telephone, you must call prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). The Transfer Agent will only honor a telephone exchange if you have elected the telephone exchange option on your Account Application.
 
Generally, shares may not be exchanged by facsimile request or by electronic mail.
 
HOW TO REDEEM
 
Written Request for Redemption
 
You can redeem all or any portion of your shares by submitting a written request for redemption signed by each registered owner of the shares exactly as the shares are registered. The request must clearly identify the account number and the number of shares or the dollar amount to be redeemed.
 
If you redeem more than $100,000, or request that the redemption proceeds be paid to someone other than the shareholder of record, or sent to an address other than the address of record, your signature must be guaranteed . The use of signature guarantees is designed to protect both you and the Pear Tree Funds from the possibility of fraudulent requests for redemption.
 
Generally, shares may not be redeemed by facsimile request or by electronic mail.
 
Requests should be sent to:
 
Pear Tree Funds
 
Attention: Transfer Agent
 
55 Old Bedford Road, suite 202
 
Lincoln, Massachusetts 01773
 
Telephone Redemption
 
If you have elected the telephone redemption option on your Account Application, you can redeem your shares by calling the Transfer Agent at 1-800-326-2151 provided that you have not changed your address of record within the last thirty days. You must make your redemption request prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern Time). Once you make a telephone redemption request, you may not cancel it.  The Pear Tree Funds, the Manager, the Distributor, and the Transfer Agent will not be liable for any loss or damage for acting in good faith on exchange or redemption instructions received by telephone reasonably believed to be genuine.  The Pear Tree Funds employ reasonable procedures to confirm that instructions communicated by telephone are genuine. It is the Pear Tree Funds’ policy to require some form of personal identification prior to acting upon instructions received by telephone, to provide written confirmation of all transactions effected by telephone, and to mail the proceeds of telephone redemptions only to the redeeming shareholder’s address of record.
 
Automatic Withdrawal Plan
 
If you have a minimum of $10,000 in your account, you may request withdrawal of a specified dollar amount (a minimum of $100) on either a monthly, quarterly or annual basis. You may establish an Automatic Withdrawal Plan by completing the Automatic Withdrawal Form, which is available by calling 1-800-326-2151 . You may stop your Automatic Withdrawal Plan at any time. Additionally, the Pear Tree Funds or the Transfer Agent may choose to stop offering the Automatic Withdrawal Plan.
 
You can directly redeem shares of a Pear Tree Fund by written request, by telephone (if elected in writing) and by automatic withdrawal. Redemptions will be made at the per share net asset value of such shares next determined after the redemption request is received in good order by the Pear Tree Fund.
 
Good order means that:
 
• You have provided adequate instructions
 
• There are no outstanding claims against your account
 
• There are no transaction limitations on your account
 
Medallion signature guarantees and other requirements
 
You are required to obtain a medallion signature guarantee when you are:
 
• Requesting certain types of transfers or exchanges or sales of fund shares in excess of $100,000
 
• Requesting a redemption within 30 days of changing your account registration or address
 
• Requesting a redemption, exchange or transfer to someone other than the account owner(s).
 
Please call 1-800-326-2151 if you have questions on whether a signature guarantee is needed.
 
You can obtain a signature guarantee from most broker-dealers, banks, credit unions (if authorized under state law) and federal savings and loan associations. You cannot obtain a signature guarantee from a notary public.
 
The Transfer Agent will accept redemption requests only on days the NYSE is open. The Transfer Agent will not accept requests for redemptions that are subject to any special conditions or which specify a future or past effective date, except for certain notices of redemptions exceeding $250,000 (see Payment of Redemption Amount ).
 
Payment of Redemption Amount
 
The Pear Tree Funds will generally send redemption proceeds within three business days of the execution of a redemption request. However, if the shares to be redeemed represent an investment made by check or through the Automatic Investment Plan, the Pear Tree Funds reserve the right to hold the redemption check until monies have been collected by the Pear Tree Fund from the customers’ bank.
 
The Pear Tree Funds may suspend this right of redemption and may postpone payment for more than seven days only when the NYSE is closed for other than customary weekends and holidays, or if permitted by the rules of the Securities and Exchange Commission during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Pear Tree Funds to dispose of their securities or to determine fairly the value of their net assets, or during any other period permitted by order of the Securities and Exchange Commission. As set forth in the Prospectus, the Pear Tree Funds may also delay payment of redemption proceeds from shares purchased by check until the check clears, which may take seven business days or longer.
 
Redemptions In-Kind
 
For redemptions in excess of $250,000, or 1 percent of a Fund’s net assets, whichever is less, the Pear Tree Funds have reserved the right to pay redemption proceeds by a distribution in-kind of portfolio securities (rather than cash).
 
CALCULATION OF NET ASSET VALUE
 
You may purchase shares of each class of a Pear Tree Fund at the per share net asset value of shares of such class next determined after your purchase order is received in good order by the Pear Tree Fund. Orders received prior to the close of regular trading on the New York Stock Exchange (“NYSE”) (ordinarily 4:00 p.m., Eastern time), will receive that day’s closing price.  The Pear Tree Funds will accept orders for purchases of shares on any day on which the NYSE is open.  The offering of shares of the Pear Tree Funds, or of any particular Fund, may be suspended from time to time, and the Pear Tree Funds reserve the right to reject any specific order.
 
Net asset value for one Fund share is the value of that share’s portion of all of the net assets in the Pear Tree Fund. Each Pear Tree Fund calculates its net asset value by adding the value of the Pear Tree Fund’s investments, cash, and other assets, subtracting its liabilities, and then dividing the result by the number of shares outstanding.
 
Net asset value per share of each class of shares of a Pear Tree Fund will be determined as of the close of trading on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day on which the NYSE is open for trading. Currently, the NYSE is closed Saturdays, Sundays, and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, the Fourth of July, Labor Day, Thanksgiving and Christmas.
 
The Pear Tree Funds’ assets are valued primarily on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the market value has been materially affected by events occurring after the closing of an exchange or market and before the calculation of a Pear Tree Fund’s net asset value (a significant event), at fair value as determined in good faith in accordance with procedures approved by the Board. Significant events which may materially affect market values may include a halt in trading for an individual security, significant fluctuations in domestic or foreign markets, or the unexpected close of a securities exchange or market as a result of natural disaster, an act of terrorism or significant governmental action. For certain securities, where no sales have been reported, a Pear Tree Fund may value such securities at the last reported bid price. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost.
 
Pear Tree PanAgora Dynamic Emerging Markets Fund, Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund hold most of their assets in securities that are primarily listed and traded on a foreign exchange. Because foreign markets may be open at different times than the NYSE, the value of a Pear Tree Fund’s shares may change on days when shareholders are not able to buy or sell them. Many securities markets and exchanges outside the U.S. close before the close of the NYSE and before the time the net asset value for a Pear Tree Fund is calculated. Occasionally, events affecting the value of foreign securities or currencies may occur between the close of the market on which the security trades and the close of the NYSE which will not be reflected in the computation of a Pear Tree Fund’s net asset value. If events materially affecting the value of a Pear Tree Fund’s securities occur during such a period, then such securities may be valued at their fair value as determined in good faith in accordance with procedures approved by the Board.
 
SHAREHOLDER ACCOUNT POLICIES
 
Household Delivery of Fund Documents
 
The Pear Tree Funds will send a single proxy statement, prospectus and shareholder report to your residence for you and any other member of your household who has an account with the Pear Tree Funds. If you wish to revoke your consent to this practice, you may do so by notifying the Pear Tree Funds, by phone or in writing (see “How to contact us”).  The Pear Tree Funds will begin mailing separate proxy statements, prospectuses and shareholder reports to you within 30 days after receiving your notice.
 
Privacy
 
The Pear Tree Funds have a policy that protects the privacy of your personal information. A copy of the Pear Tree Funds’ privacy notice was given to you at the time you opened your account.  The Pear Tree Funds will send you a copy of the privacy notice each year as part of the Annual Report to Shareholders. You may also obtain the privacy notice by calling the transfer agent or through the Pear Tree Funds’ website.
 
Excessive Trading
 
Frequent trading into and out of a Pear Tree Fund can disrupt portfolio management strategies, harm a Pear Tree Fund’s performance by forcing the Pear Tree Fund to hold excess cash or to liquidate certain portfolio securities prematurely and increase expenses for all investors, including long-term investors who do not generate these costs. An investor may use short-term trading as a strategy, for example, if the investor believes that the valuation of a Pear Tree Fund’s portfolio securities for purposes of calculating its net asset value does not fully reflect the then current fair market value of those holdings.  The Pear Tree Funds investing in foreign securities or small cap securities may have increased exposure to the risks of short term trading.
 
Each Pear Tree Fund discourages, and does not take any intentional action to accommodate, excessive and short-term trading practices, such as market timing. Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, we may consider trading in a Pear Tree Fund’s shares to be excessive for a variety of reasons, such as if:
 
• You sell shares within a short period of time after the shares were purchased;
 
• You make two or more purchases and redemptions within a short period of time;
 
• You enter into a series of transactions that is indicative of a timing pattern or strategy; or
 
• We reasonably believe that you have engaged in such practices in connection with other mutual funds.
 
The Board has adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by Pear Tree Fund investors. Pursuant to these policies and procedures, we monitor selected trades periodically in an effort to detect excessive short-term trading. If we determine that an investor or a client of a broker has engaged in excessive short-term trading that we believe may be harmful to a Pear Tree Fund, we will ask the investor or broker to cease such activity and we will refuse to process purchase orders (including purchases by exchange) of such investor, broker or accounts that we believe are under their control. In determining whether to take such actions, we seek to act in a manner that is consistent with the best interests of each Pear Tree Fund’s shareholders. While we use our reasonable efforts to detect excessive trading activity, there can be no assurance that our efforts will be successful or that market timers will not employ tactics designed to evade detection. If we are not successful, your return from an investment in a Pear Tree Fund may be adversely affected.
 
Frequently, Pear Tree Fund shares are held through omnibus accounts maintained by financial intermediaries such as brokers and retirement plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular broker, are aggregated. Our ability to monitor trading practices by investors purchasing shares through omnibus accounts is limited and dependent upon the cooperation of the financial intermediary in observing the Pear Tree Funds’ policies.
 
Each Pear Tree Fund may reject: (i) a purchase or exchange order before its acceptance or (ii) an order prior to issuance of shares. The Pear Tree Fund may also restrict additional purchases or exchanges in an account. Each of these steps may be taken, for any reason, without prior notice, including transactions that a Pear Tree Fund believes are requested on behalf of market timers. Each Pear Tree Fund reserves the right to reject any purchase request by any investor or financial institution if the Pear Tree Fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the Pear Tree Fund. A prospective investor whose purchase or exchange order is rejected will not achieve the investment results, whether gain or loss, that would have been realized if the order were accepted and an investment made in the Pear Tree Fund.  The Pear Tree Funds and their agents may make exceptions to these policies if, in their judgment, a transaction does not represent excessive trading or interfere with the efficient management of a Pear Tree Fund’s portfolio, such as purchases made through systematic purchase plans or payroll contributions.
 
The Pear Tree Funds may impose further restrictions on trading activities by market timers in the future.  The Pear Tree Funds’ prospectus will be amended or supplemented to reflect any material additional restrictions on trading activities intended to prevent excessive trading.
 
OTHER POLICIES
 
Each Pear Tree Fund reserves the right to:
 
• Charge a fee for exchanges or to modify, limit or suspend the exchange privilege at any time without notice. A Pear Tree Fund will provide 60 days’ notice of material amendments to or termination of the exchange privilege.
 
• Revise, suspend, limit or terminate the account options or services available to shareholders at any time, except as required by the rules of the Securities and Exchange Commission;
 
• Charge a fee for wire transfers of redemption proceeds or other similar transaction processing fees; and
 
• Suspend transactions in Pear Tree Fund shares when trading on the NYSE is closed or restricted, when the Securities and Exchange Commission determines an emergency or other circumstances exist that make it impracticable for the Pear Tree Funds to sell or value their portfolio securities.
 
DIVIDENDS, DISTRIBUTIONS, AND FEDERAL TAXATION
 
Dividends and Distributions
 
Each Pear Tree Fund’s policy is to pay at least annually as dividends substantially all of its net investment income and to distribute annually substantially all of its net realized capital gains, if any, after giving effect to any available capital loss carryover. Normally, distributions are made once a year in December.
 
All distributions will be automatically reinvested in additional shares of the Pear Tree Fund you own unless you elect to have dividends, capital gains, or both paid by check. If you elect to have dividends, capital gains or both paid by check, you will be sent a check for your dividends, capital gains and other distributions if the total distribution is at least $10. If the distribution is less than ten dollars, it may be automatically reinvested in additional shares of the same class of the Pear Tree Fund you own. All distributions, whether received in shares or by check, are taxable and must be reported by you on your federal income tax returns.
 

 
Taxes
 
The tax discussion in this Prospectus is only a summary of certain U.S. federal income tax issues generally affecting the Pear Tree Funds and their shareholders. The following assumes that a Pear Tree Fund’s shares will be treated as capital assets in the hands of each shareholder. Circumstances among investors will vary, so you are encouraged to consult with your own tax advisor regarding the impact of an investment in a Pear Tree Fund with respect to your specific tax situation prior to making an investment in a Pear Tree Fund.  The Pear Tree Funds will distribute all, or substantially all, of their net investment income and net capital gains to their respective shareholders each year. Although the Pear Tree Funds will not be taxed on amounts they distribute, most shareholders will be taxed on amounts they receive.
 
For mutual funds generally, dividends from net investment income (other than qualified dividend income, as described below) and distributions of net short-term capital gains are taxable to shareholders of the fund as ordinary income under federal income tax laws whether paid in cash or in additional shares. Distributions from net long-term gains recognized by a fund are taxable as long term taxable gains regardless of the length of time a shareholder has held the shares and whether or not the distributions is paid in cash or additional shares.
 
Under current U.S. federal income tax law (in effect for taxable years beginning on or before December 31, 2012), distributions of earnings from qualifying dividends received by a Pear Tree Fund from domestic corporations and qualified foreign corporations will be taxable to non-corporate shareholders at the same rate as long-term capital gains, which is currently 15 percent, instead of at the ordinary income rate, provided certain requirements are satisfied. It is currently unclear whether the U.S. Congress will extend this treatment to taxable years beginning after December 31, 2012.
 
Distributions, whether received as cash or reinvested in additional shares, may be subject to federal income taxes. Dividends and distributions may also be subject to state or local taxes. Depending on the tax rules in the state in which you live, a portion of the dividends paid by each Pear Tree Fund attributable to direct obligations of the U.S. Treasury and certain agencies may be exempt from state and local taxes.
 
Selling or exchanging your Fund shares is a taxable event and may result in capital gain or loss. A capital gain or capital loss may be realized from an ordinary redemption of shares or an exchange of shares between two mutual funds. Any capital loss incurred on the sale or exchange of Fund shares held for six months or less will be treated as a long-term loss to the extent of long-term capital gain dividends received with respect to such shares. Additionally, any loss realized on a sale, redemption or exchange of shares of a Pear Tree Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that same Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of a Pear Tree Fund. If disallowed, the loss will be reflected in an adjustment to the tax basis of the shares acquired. You are responsible for any tax liabilities generated by your transactions. The wash sale rules are not applicable with respect to money market fund shares.
 
You will be notified after each calendar year of the amount of income, dividends and net capital gains distributed. You will also be advised of the percentage of the dividends from the Pear Tree Funds, if any, that are exempt from federal income tax and the portion, if any, of those dividends that is a tax preference item for purposes of the alternative minimum tax. If you purchase shares of a Pear Tree Fund through a financial intermediary, that entity will provide this information to you.
 
Each Pear Tree Fund intends to elect to be taxed each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level with respect to income and gains from investments that are distributed to shareholders. However, should a Pear Tree Fund fail to qualify as a regulated investment company, such Pear Tree Fund would be subject to taxation at the  fund level  and therefore, would have less income available for distribution.
 
Each Pear Tree Fund is required to withhold a legally determined portion, currently 28 percent, of all taxable dividends, distributions and redemption proceeds payable to any non-corporate shareholder that does not provide the Pear Tree Fund with a shareholder’s correct taxpayer identification number or certification that the shareholder is not subject to backup withholding. This is not an additional tax but can be credited against your tax liability. Shareholders that invest in a Pear Tree Fund through a tax-deferred account, such as a qualified retirement plan, generally will not have to pay tax on dividends until they are distributed from the account. These accounts are subject to complex tax rules, and you should consult your tax adviser about investing through such an account. Foreign shareholders invested in a Pear Tree Fund should consult with their tax advisers as to if and how the U.S. federal income tax law and its withholding requirements apply to them.
 
Foreign Income Taxes. Investment income received by a Pear Tree Fund from sources within foreign countries may be subject to foreign income taxes withheld at the source. The United States has entered into tax treaties with many foreign countries which would entitle a Pear Tree Fund to a reduced rate of such taxes or exemption from taxes on such income. It is impossible to determine the effective rate of foreign tax for a Pear Tree Fund in advance since the amount of the assets to be invested within various countries is not known.
 
If more than 50 percent in value of a Pear Tree Fund’s total assets at the close of any taxable year consists of securities of foreign corporations, the Pear Tree Fund may file an election with the Internal Revenue Service (the “Foreign Election”) that may permit you to take a credit (or a deduction) for foreign income taxes paid by such Fund. A Pear Tree Fund may be subject to certain holding period requirements with respect to securities held to take advantage of this credit. If the Foreign Election is made by a Pear Tree Fund, and you choose to use the foreign tax credit, you would include in your gross income both dividends you receive from such Fund and your allocable share of foreign income taxes paid by such Fund. You would be entitled to treat the foreign income taxes paid as a credit against your U.S. federal income taxes, subject to the limitations set forth in the Internal Revenue Code with respect to the foreign tax credit generally. Alternatively, you could treat your allocable share of the foreign income taxes paid by the Pear Tree Fund as an itemized deduction from adjusted gross income in computing taxable income rather than as a tax credit. It is anticipated that each Pear Tree Fund  will qualify to make the Foreign Election; however, a Pear Tree Fund cannot be certain that it will be eligible to make such an election or that you will be eligible for the foreign tax credit.
 
Fund distributions also may be subject to state, local and foreign taxes, which are not addressed in this Prospectus or the Statement of Additional Information.
 

 
 

 


 
 
PEAR TREE FUNDS
 
FINANCIAL HIGHLIGHTS
 
The financial highlights tables are intended to help you understand each Pear Tree Fund ’s financial performance for the past five years.  Certain information reflects financial results for a single Fund share. The total returns represent the rate that an investor would have earned or lost on an investment in the Pear Tree Fund (assuming reinvestment of all dividends and distributions). This information has been derived from the Pear Tree Funds’ financial statements, which have been audited by Tait, Weller & Baker LLP, the Pear Tree Funds’ independent registered public accounting firm. Its report and each Pear Tree Fund ’s financial statements are included in the Pear Tree Funds’ annual report to shareholders, which is available upon request. Information for the fiscal year ended March 31, 2007 was audited by another independent registered public accounting firm.
 

 
FINANCIAL HIGHLIGHTS FOR PEAR TREE COLUMBIA SMALL CAP  FUND
(For a share outstanding throughout each period)
         
 
                     
                     
   
Ordinary Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $   16.45
 
 $  10.22
 
 $  19.45
 
 $  23.88
 
 $   22.99
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.04
 
        0.11
 
        0.06
 
        0.07
 
       (0.19)
    Net realized and unrealized gain / (loss) on securities
 
        3.52
 
        6.15
 
       (9.23)
 
       (3.56)
 
        2.91
       Total from Investment Operations
 
        3.56
 
        6.26
 
       (9.17)
 
       (3.49)
 
        2.72
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.09)
 
       (0.03)
 
           -
 
       (0.11)
 
           -
    Distributions from realized capital gains
 
           -
 
           -
 
       (0.06)
 
       (0.83)
 
       (1.83)
       Total Distributions
 
       (0.09)
 
       (0.03)
 
       (0.06)
 
       (0.94)
 
       (1.83)
                     
  Net Asset Value, End of Period
 
 $    19.92
 
 $    16.45
 
 $    10.22
 
 $    19.45
 
 $    23.88
                     
  Total Return (d)
 
21.69%
 
61.27%
 
(47.11)%
 
(15.17)%
 
12.01%
                     
  Net Assets, End of Period (000's)
 
 $113,675
 
 $99,444
 
 $61,943
 
 $119,949
 
 $124,998
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.64%
 
1.65%
 
1.64%
 
1.59%
*
1.82%
    Net
 
1.64%
 
1.65%
 
1.64%
 
1.59%
*
1.82%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.23%
 
0.81%
 
0.31%
 
0.31%
 
(0.80)%
                     
  Portfolio Turnover
 
71%
 
50%
 
72%
 
39%
 
41%
                     
                     
*  Expense ratio declined from year ended March 31, 2007 to 2008.The prior year was the result of the reduction of the 12b-1 fee from 50 basis points to 25 basis points on June 1, 2007.
                     
                     
                     
   
Ordinary Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $   16.45
 
 $  10.22
 
 $  19.45
 
 $  23.88
 
 $   22.99
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.04
 
        0.11
 
        0.06
 
        0.07
 
       (0.19)
    Net realized and unrealized gain / (loss) on securities
 
        3.52
 
        6.15
 
       (9.23)
 
       (3.56)
 
        2.91
       Total from Investment Operations
 
        3.56
 
        6.26
 
       (9.17)
 
       (3.49)
 
        2.72
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.09)
 
       (0.03)
 
           -
 
       (0.11)
 
           -
    Distributions from realized capital gains
 
           -
 
           -
 
       (0.06)
 
       (0.83)
 
       (1.83)
       Total Distributions
 
       (0.09)
 
       (0.03)
 
       (0.06)
 
       (0.94)
 
       (1.83)
                     
  Net Asset Value, End of Period
 
 $    19.92
 
 $    16.45
 
 $    10.22
 
 $    19.45
 
 $    23.88
                     
  Total Return (d)
 
21.69%
 
61.27%
 
(47.11)%
 
(15.17)%
 
12.01%
                     
  Net Assets, End of Period (000's)
 
 $113,675
 
 $99,444
 
 $61,943
 
 $119,949
 
 $124,998
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.64%
 
1.65%
 
1.64%
 
1.59%
*
1.82%
    Net
 
1.64%
 
1.65%
 
1.64%
 
1.59%
*
1.82%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.23%
 
0.81%
 
0.31%
 
0.31%
 
(0.80)%
                     
  Portfolio Turnover
 
71%
 
50%
 
72%
 
39%
 
41%
                     
                     
*  Expense ratio declined from year ended March 31, 2007 to 2008.The prior year was the result of the reduction of the 12b-1 fee from 50 basis points to 25 basis points on June 1, 2007.
                     
 
           
 
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $    18.56
 
 $    11.51
 
 $    21.86
 
 $    26.71
 
 $    25.39
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.09
 
        0.20
 
        0.10
 
        0.12
 
       (0.08)
    Net realized and unrealized gain / (loss) on securities
 
        3.98
 
        6.91
 
     (10.39)
 
       (3.94)
 
        3.23
       Total from Investment Operations
 
        4.07
 
        7.11
 
     (10.29)
 
       (3.82)
 
        3.15
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.13)
 
       (0.06)
 
           -
 
       (0.20)
 
           -
    Distributions from realized capital gains
 
           -
 
           -
 
       (0.06)
 
       (0.83)
 
      (1.83)
       Total Distributions
 
       (0.13)
 
       (0.06)
 
       (0.06)
 
       (1.03)
 
       (1.83)
                     
  Net Asset Value, End of Period
 
 $    22.50
 
 $    18.56
 
 $    11.51
 
 $    21.86
 
 $    26.71
                     
  Total Return (d)
 
21.98%
 
61.83%
 
(47.04)%
 
(14.87)%
 
12.58%
                     
  Net Assets, End of Period (000's)
 
 $    7,806
 
 $    7,146
 
 $    7,281
 
 $  24,282
 
 $  12,400
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.39%
 
1.41%
 
1.42%
 
1.30%
 
1.31%
    Net
 
1.39%
 
1.41%
 
1.42%
 
1.30%
 
1.31%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.48%
 
1.35%
 
0.48%
 
0.45%
 
(0.30%)
                     
  Portfolio Turnover
 
71%
 
50%
 
72%
 
39%
 
41%
                     
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $    18.56
 
 $    11.51
 
 $    21.86
 
 $    26.71
 
 $    25.39
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.09
 
        0.20
 
        0.10
 
        0.12
 
       (0.08)
    Net realized and unrealized gain / (loss) on securities
 
        3.98
 
        6.91
 
     (10.39)
 
       (3.94)
 
        3.23
       Total from Investment Operations
 
        4.07
 
        7.11
 
     (10.29)
 
       (3.82)
 
        3.15
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.13)
 
       (0.06)
 
           -
 
       (0.20)
 
           -
    Distributions from realized capital gains
 
           -
 
           -
 
       (0.06)
 
       (0.83)
 
      (1.83)
       Total Distributions
 
       (0.13)
 
       (0.06)
 
       (0.06)
 
       (1.03)
 
       (1.83)
                     
  Net Asset Value, End of Period
 
 $    22.50
 
 $    18.56
 
 $    11.51
 
 $    21.86
 
 $    26.71
                     
  Total Return (d)
 
21.98%
 
61.83%
 
(47.04)%
 
(14.87)%
 
12.58%
                     
  Net Assets, End of Period (000's)
 
 $    7,806
 
 $    7,146
 
 $    7,281
 
 $  24,282
 
 $  12,400
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.39%
 
1.41%
 
1.42%
 
1.30%
 
1.31%
    Net
 
1.39%
 
1.41%
 
1.42%
 
1.30%
 
1.31%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.48%
 
1.35%
 
0.48%
 
0.45%
 
(0.30%)
                     
  Portfolio Turnover
 
71%
 
50%
 
72%
 
39%
 
41%
                     
(a)  Per share numbers have been calculated using the average shares method.
(b)  Reflects expense waivers/reimbursements and reductions in effect during the period.  See Note 3 to the Financial Statements.
(c)  Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise taxes.
(d)  Total Return does not include the deferred sales charge of 1% for the Ordinary Shares.  The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.  See Note 3 to the financial statements.
(e)  Ratios of expenses to average net assets:
       - Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
       - Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
 
FINANCIAL HIGHLIGHTS FOR PEAR TREE COLUMBIA MICRO CAP FUND
(For a share outstanding throughout each period)
 
 
           
No financial highlights are presented for Micro Cap Fund because Micro Cap Fund is new.
 
 
 
 
 
FINANCIAL HIGHLIGHTS FOR PEAR TREE QUALITY FUND
(For a share outstanding throughout each period)
           
 
   
Ordinary Shares
                     
   
Years Ended March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $   11.37
 
 $     8.24
 
 $    14.07
 
 $    17.04
 
 $    14.76
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.09
 
        0.05
 
       (0.04)
 
       (0.09)
 
       (0.02)
    Net realized and unrealized gain / (loss) on securities
 
        1.01
 
        3.10
 
       (5.78)
 
       (2.30)
 
        2.33
       Total from Investment Operations
 
        1.10
 
        3.15
 
       (5.82)
 
       (2.39)
 
        2.31
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.11)
 
       (0.02)
 
       (0.01)
 
           -
 
       (0.03)
    Distributions from realized capital gains
 
           -
 
           -
 
           -
 
       (0.58)
 
           -
       Total Distributions
 
       (0.11)
 
       (0.02)
 
       (0.01)
 
       (0.58)
 
       (0.03)
                     
  Net Asset Value, End of Period
 
 $   12.36
 
 $   11.37
 
 $     8.24
 
 $    14.07
 
 $    17.04
                     
  Total Return (d)
 
9.78%
 
38.30%
 
(41.36)%
 
(14.43)%
 
15.63%
                     
  Net Assets, End of Period (000's)
 
 $ 62,920
 
 $ 54,213
 
 $  43,014
 
 $  69,767
 
 $  75,376
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.93%
 
2.10%
 
2.71%
 
2.18%
 
1.74%
    Net including dividend and interest expense
                   
     for securities sold short
 
1.89%
 
2.10%
 
2.71%
 
2.12%
 
1.71%
    Net excluding dividend and interest expense
                   
     for securities sold short
 
1.85%
 
1.92%
 
1.98%
 
1.90%
 
1.69%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.84%
 
0.50%
 
       (0.38)%
 
       (0.52)%
 
       (0.14)%
                     
  Portfolio Turnover Excluding Short Positions (f)
 
283%
 
191%
 
207%
 
171%
 
83%
                     
Note:   This fund changed its investment strategy on January 27, 2011.
                   
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $   11.80
 
 $     8.54
 
 $    14.71
 
 $    17.80
 
 $    15.40
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.12
 
        0.08
 
       (0.10)
 
       (0.10)
 
        0.06
    Net realized and unrealized gain / (loss) on securities
 
        1.06
 
        3.22
 
       (6.02)
 
       (2.41)
 
        2.44
       Total from Investment Operations
 
        1.18
 
        3.30
 
       (6.12)
 
       (2.51)
 
        2.50
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.13)
 
       (0.04)
 
       (0.05)
 
           -
 
       (0.10)
    Distributions from realized capital gains
 
           -
 
           -
 
           -
 
       (0.58)
 
           -
       Total Distributions
 
       (0.13)
 
       (0.04)
 
       (0.05)
 
       (0.58)
 
       (0.10)
                     
  Net Asset Value, End of Period
 
 $   12.85
 
 $   11.80
 
 $     8.54
 
 $    14.71
 
 $    17.80
                     
  Total Return (d)
 
10.07%
 
38.71%
 
(41.66)%
 
(14.49)%
 
16.22%
                     
  Net Assets, End of Period (000's)
 
 $      809
 
 $      591
 
 $      584
 
 $    1,009
 
 $    1,279
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.71%
 
1.81%
 
3.19%
 
2.23%
 
1.25%
    Net including dividend and interest expense
                   
     for securities sold short
 
1.67%
 
1.81%
 
3.19%
 
2.17%
 
1.22%
    Net excluding dividend and interest expense
                   
     for securities sold short
 
1.63%
 
1.63%
 
2.46%
 
1.95%
 
1.20%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
1.08%
 
0.75%
 
      (0.86)%
       (0.56)%
 
0.35%
                     
  Portfolio Turnover Excluding Short Positions (f)
 
283%
 
191%
 
207%
 
171%
 
83%
                     
   
Ordinary Shares
                     
   
Years Ended March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $   11.37
 
 $     8.24
 
 $    14.07
 
 $    17.04
 
 $    14.76
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.09
 
        0.05
 
       (0.04)
 
       (0.09)
 
       (0.02)
    Net realized and unrealized gain / (loss) on securities
 
        1.01
 
        3.10
 
       (5.78)
 
       (2.30)
 
        2.33
       Total from Investment Operations
 
        1.10
 
        3.15
 
       (5.82)
 
       (2.39)
 
        2.31
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.11)
 
       (0.02)
 
       (0.01)
 
           -
 
       (0.03)
    Distributions from realized capital gains
 
           -
 
           -
 
           -
 
       (0.58)
 
           -
       Total Distributions
 
       (0.11)
 
       (0.02)
 
       (0.01)
 
       (0.58)
 
       (0.03)
                     
  Net Asset Value, End of Period
 
 $   12.36
 
 $   11.37
 
 $     8.24
 
 $    14.07
 
 $    17.04
                     
  Total Return (d)
 
9.78%
 
38.30%
 
(41.36)%
 
(14.43)%
 
15.63%
                     
  Net Assets, End of Period (000's)
 
 $ 62,920
 
 $ 54,213
 
 $  43,014
 
 $  69,767
 
 $  75,376
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.93%
 
2.10%
 
2.71%
 
2.18%
 
1.74%
    Net including dividend and interest expense
                   
     for securities sold short
 
1.89%
 
2.10%
 
2.71%
 
2.12%
 
1.71%
    Net excluding dividend and interest expense
                   
     for securities sold short
 
1.85%
 
1.92%
 
1.98%
 
1.90%
 
1.69%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.84%
 
0.50%
 
       (0.38)%
 
       (0.52)%
 
       (0.14)%
                     
  Portfolio Turnover Excluding Short Positions (f)
 
283%
 
191%
 
207%
 
171%
 
83%
                     
Note:   This fund changed its investment strategy on January 27, 2011.
                   
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $   11.80
 
 $     8.54
 
 $    14.71
 
 $    17.80
 
 $    15.40
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
        0.12
 
        0.08
 
       (0.10)
 
       (0.10)
 
        0.06
    Net realized and unrealized gain / (loss) on securities
 
        1.06
 
        3.22
 
       (6.02)
 
       (2.41)
 
        2.44
       Total from Investment Operations
 
        1.18
 
        3.30
 
       (6.12)
 
       (2.51)
 
        2.50
                     
  Less Distributions :
                   
    Dividends from net investment income
 
       (0.13)
 
       (0.04)
 
       (0.05)
 
           -
 
       (0.10)
    Distributions from realized capital gains
 
           -
 
           -
 
           -
 
       (0.58)
 
           -
       Total Distributions
 
       (0.13)
 
       (0.04)
 
       (0.05)
 
       (0.58)
 
       (0.10)
                     
  Net Asset Value, End of Period
 
 $   12.85
 
 $   11.80
 
 $     8.54
 
 $    14.71
 
 $    17.80
                     
  Total Return (d)
 
10.07%
 
38.71%
 
(41.66)%
 
(14.49)%
 
16.22%
                     
  Net Assets, End of Period (000's)
 
 $      809
 
 $      591
 
 $      584
 
 $    1,009
 
 $    1,279
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.71%
 
1.81%
 
3.19%
 
2.23%
 
1.25%
    Net including dividend and interest expense
                   
     for securities sold short
 
1.67%
 
1.81%
 
3.19%
 
2.17%
 
1.22%
    Net excluding dividend and interest expense
                   
     for securities sold short
 
1.63%
 
1.63%
 
2.46%
 
1.95%
 
1.20%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
1.08%
 
0.75%
 
      (0.86)%
       (0.56)%
 
0.35%
                     
  Portfolio Turnover Excluding Short Positions (f)
 
283%
 
191%
 
207%
 
171%
 
83%
                     
 
Note:  This Fund changed its investment strategy on November 1, 2006 from Growth & Income to Long / Short then on
January 27, 2011 changed from Long/Short to Quality.
(a)  Per share numbers have been calculated using the average shares method.
(b)  Reflects expense waivers/reimbursements and reductions in effect during the period.  See Note 3 to the Financial Statements.
(c)  Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment
      income prior to certain reclassifications for federal income or excise taxes.
(d)  Total Return does not include the deferred sales charge of 1% for the Ordinary Shares.  The total return would have been
      lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.
     See Note 3 to the financial statements.
(e)  Ratios of expenses to average net assets:
       - Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
       - Net (total expenses net fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
 (f)     Portfolio turnover is calculated on long security positions only.  Short positions are generally held for less than one year .
 
 
   
FINANCIAL HIGHLIGHTS FOR PEAR TREE PANAGORA DYNAMIC EMERGING MARKETS FUND
(For a share outstanding throughout each period)
       
 
   
Ordinary Shares
                     
   
Years Ended March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       21.23
 
 $       12.06
 
 $       27.04
 
 $       23.34
 
 $       19.85
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.24
 
             0.18
 
             0.33
 
             0.26
 
             0.16
    Net realized and unrealized gain / (loss) on securities
 
             3.96
 
             9.05
 
         (14.76)
 
             4.42
 
             4.02
       Total from Investment Operations
 
             4.20
 
             9.23
 
         (14.43)
 
             4.68
 
             4.18
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.25)
 
           (0.06)
 
           (0.43)
 
           (0.16)
 
           (0.22)
    Distributions from realized capital gains
 
                -
 
                -
 
           (0.12)
 
           (0.82)
 
           (0.47)
       Total Distributions
 
           (0.25)
 
           (0.06)
 
           (0.55)
 
           (0.98)
 
           (0.69)
                     
  Net Asset Value, End of Period
 
 $       25.18
 
 $       21.23
 
 $       12.06
 
 $       27.04
 
 $       23.34
                     
  Total Return (d)
 
19.86%
 
76.56%
 
(53.27)%
 
19.35%
 
21.36%
                     
  Net Assets, End of Period (000's)
 
 $   176,386
 
 $   205,727
 
 $   164,133
 
 $   491,462
 
 $   276,698
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.77%
 
1.74%
 
1.67%
 
1.60%
 
1.67%
    Net
 
1.77%
 
1.74%
 
1.67%
 
1.60%
 
1.67%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
1.05%
 
0.99%
 
1.66%
 
0.91%
 
0.77%
                     
  Portfolio Turnover
 
68%
 
120%
 
67%
 
18%
 
24%
                     
                     
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       21.48
 
 $       12.19
 
 $       27.46
 
 $       23.67
 
 $       20.11
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.42
 
             0.27
 
             0.34
 
             0.33
 
             0.21
    Net realized and unrealized gain / (loss) on securities
 
             3.89
 
             9.11
 
         (14.98)
 
             4.50
 
             4.08
       Total from Investment Operations
 
             4.31
 
             9.38
 
         (14.64)
 
             4.83
 
             4.29
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.26)
 
           (0.09)
 
           (0.51)
 
           (0.22)
 
           (0.26)
    Distributions from realized capital gains
 
                -
 
                -
 
           (0.12)
 
           (0.82)
 
           (0.47)
       Total Distributions
 
           (0.26)
 
           (0.09)
 
           (0.63)
 
           (1.04)
 
           (0.73)
                     
  Net Asset Value, End of Period
 
 $       25.53
 
 $       21.48
 
 $       12.19
 
 $       27.46
 
 $       23.67
                     
  Total Return (d)
 
20.14%
 
77.02%
 
(53.17)%
 
19.67%
 
21.68%
                     
  Net Assets, End of Period (000's)
 
 $     11,267
 
 $     26,247
 
 $     25,664
 
 $     40,501
 
 $     12,759
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.51%
 
1.50%
 
1.48%
 
1.39%
 
1.41%
    Net
 
1.51%
 
1.50%
 
1.48%
 
1.39%
 
1.41%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
1.94%
 
1.48%
 
1.82%
 
1.12%
 
1.02%
                     
  Portfolio Turnover
 
68%
 
120%
 
67%
 
18%
 
24%
                     
                     
                     
   
Ordinary Shares
                     
   
Years Ended March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       21.23
 
 $       12.06
 
 $       27.04
 
 $       23.34
 
 $       19.85
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.24
 
             0.18
 
             0.33
 
             0.26
 
             0.16
    Net realized and unrealized gain / (loss) on securities
 
             3.96
 
             9.05
 
         (14.76)
 
             4.42
 
             4.02
       Total from Investment Operations
 
             4.20
 
             9.23
 
         (14.43)
 
             4.68
 
             4.18
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.25)
 
           (0.06)
 
           (0.43)
 
           (0.16)
 
           (0.22)
    Distributions from realized capital gains
 
                -
 
                -
 
           (0.12)
 
           (0.82)
 
           (0.47)
       Total Distributions
 
           (0.25)
 
           (0.06)
 
           (0.55)
 
           (0.98)
 
           (0.69)
                     
  Net Asset Value, End of Period
 
 $       25.18
 
 $       21.23
 
 $       12.06
 
 $       27.04
 
 $       23.34
                     
  Total Return (d)
 
19.86%
 
76.56%
 
(53.27)%
 
19.35%
 
21.36%
                     
  Net Assets, End of Period (000's)
 
 $   176,386
 
 $   205,727
 
 $   164,133
 
 $   491,462
 
 $   276,698
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.77%
 
1.74%
 
1.67%
 
1.60%
 
1.67%
    Net
 
1.77%
 
1.74%
 
1.67%
 
1.60%
 
1.67%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
1.05%
 
0.99%
 
1.66%
 
0.91%
 
0.77%
                     
  Portfolio Turnover
 
68%
 
120%
 
67%
 
18%
 
24%
                     
                     
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       21.48
 
 $       12.19
 
 $       27.46
 
 $       23.67
 
 $       20.11
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.42
 
             0.27
 
             0.34
 
             0.33
 
             0.21
    Net realized and unrealized gain / (loss) on securities
 
             3.89
 
             9.11
 
         (14.98)
 
             4.50
 
             4.08
       Total from Investment Operations
 
             4.31
 
             9.38
 
         (14.64)
 
             4.83
 
             4.29
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.26)
 
           (0.09)
 
           (0.51)
 
           (0.22)
 
           (0.26)
    Distributions from realized capital gains
 
                -
 
                -
 
           (0.12)
 
           (0.82)
 
           (0.47)
       Total Distributions
 
           (0.26)
 
           (0.09)
 
           (0.63)
 
           (1.04)
 
           (0.73)
                     
  Net Asset Value, End of Period
 
 $       25.53
 
 $       21.48
 
 $       12.19
 
 $       27.46
 
 $       23.67
                     
  Total Return (d)
 
20.14%
 
77.02%
 
(53.17)%
 
19.67%
 
21.68%
                     
  Net Assets, End of Period (000's)
 
 $     11,267
 
 $     26,247
 
 $     25,664
 
 $     40,501
 
 $     12,759
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.51%
 
1.50%
 
1.48%
 
1.39%
 
1.41%
    Net
 
1.51%
 
1.50%
 
1.48%
 
1.39%
 
1.41%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
1.94%
 
1.48%
 
1.82%
 
1.12%
 
1.02%
                     
  Portfolio Turnover
 
68%
 
120%
 
67%
 
18%
 
24%
                     
                     
                     
(a)  Per share numbers have been calculated using the average shares method.
(b)  Reflects expense waivers/reimbursements and reductions in effect during the period.  See Note 3 to the Financial Statements.
(c)  Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise taxes.
(d)  Total Return does not include the deferred sales charge of 1% for the Ordinary Shares.  The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.  See Note 3 to the financial statements.
(e)  Ratios of expenses to average net assets:
       - Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
       - Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
 
 
           
FINANCIAL HIGHLIGHTS FOR PEAR TREE POLARIS FOREIGN VALUE FUND
(For a share outstanding throughout each period)
       
 
   
Ordinary Shares
                     
   
Years Ended March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       12.45
 
 $         6.97
 
 $       19.87
 
 $       23.07
 
 $       19.91
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.07
 
             0.13
 
             0.35
 
             0.19
 
             0.18
    Net realized and unrealized gain / (loss) on securities
 
             2.31
 
             5.71
 
         (11.53)
 
           (2.11)
 
             4.12
       Total from Investment Operations
 
             2.38
 
             5.84
 
         (11.18)
 
           (1.92)
 
             4.30
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.15)
 
           (0.36)
 
           (0.11)
 
           (0.19)
 
           (0.07)
    Distributions from realized capital gains
 
                -
 
                -
 
           (1.61)
 
           (1.09)
 
           (1.07)
       Total Distributions
 
           (0.15)
 
           (0.36)
 
           (1.72)
 
           (1.28)
 
           (1.14)
                     
  Net Asset Value, End of Period
 
 $       14.68
 
 $       12.45
 
 $         6.97
 
 $       19.87
 
 $       23.07
                     
  Total Return (d)
 
19.17%
 
84.05%
 
(55.95)%
 
(8.71)%
 
22.08%
                     
  Net Assets, End of Period (000's)
 
 $   369,550
 
 $   369,626
 
 $   193,798
 
 $   781,136
 
 $   778,104
                     
  Ratios and Supplemental Data:
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.62%
 
1.62%
 
1.62%
 
1.56%
 
1.60%
    Net
 
1.62%
 
1.62%
 
1.62%
 
1.56%
 
1.60%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.56%
 
1.17%
 
2.49%
 
0.83%
 
0.88%
                     
  Portfolio Turnover
 
9%
 
24%
 
20%
 
44%
 
19%
                     
                     
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       12.45
 
 $         6.98
 
 $       19.98
 
 $       23.19
 
 $       20.01
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.10
 
             0.14
 
             0.38
 
             0.26
 
             0.25
    Net realized and unrealized gain / (loss) on securities
 
             2.31
 
             5.71
 
         (11.60)
 
           (2.13)
 
             4.12
       Total from Investment Operations
 
             2.41
 
             5.85
 
         (11.22)
 
           (1.87)
 
             4.37
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.18)
 
           (0.38)
 
           (0.17)
 
           (0.25)
 
           (0.12)
    Distributions from realized capital gains
 
                -
 
                -
 
           (1.61)
 
           (1.09)
 
           (1.07)
       Total Distributions
 
           (0.18)
 
           (0.38)
 
           (1.78)
 
           (1.34)
 
           (1.19)
                     
  Net Asset Value, End of Period
 
 $       14.68
 
 $       12.45
 
 $         6.98
 
 $       19.98
 
 $       23.19
                     
  Total Return (d)
 
19.48%
 
84.12%
 
(55.85)%
 
(8.49)%
 
22.37%
                     
  Net Assets, End of Period (000's)
 
 $     78,790
 
 $     68,067
 
 $     47,090
 
 $   140,999
 
 $   115,200
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.37%
 
1.37%
 
1.38%
 
1.32%
 
1.35%
    Net
 
1.37%
 
1.37%
 
1.38%
 
1.32%
 
1.35%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.79%
 
1.29%
 
2.77%
 
1.18%
 
1.13%
                     
  Portfolio Turnover
 
9%
 
24%
 
20%
 
44%
 
19%
                     
                     
   
Ordinary Shares
                     
   
Years Ended March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       12.45
 
 $         6.97
 
 $       19.87
 
 $       23.07
 
 $       19.91
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.07
 
             0.13
 
             0.35
 
             0.19
 
             0.18
    Net realized and unrealized gain / (loss) on securities
 
             2.31
 
             5.71
 
         (11.53)
 
           (2.11)
 
             4.12
       Total from Investment Operations
 
             2.38
 
             5.84
 
         (11.18)
 
           (1.92)
 
             4.30
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.15)
 
           (0.36)
 
           (0.11)
 
           (0.19)
 
           (0.07)
    Distributions from realized capital gains
 
                -
 
                -
 
           (1.61)
 
           (1.09)
 
           (1.07)
       Total Distributions
 
           (0.15)
 
           (0.36)
 
           (1.72)
 
           (1.28)
 
           (1.14)
                     
  Net Asset Value, End of Period
 
 $       14.68
 
 $       12.45
 
 $         6.97
 
 $       19.87
 
 $       23.07
                     
  Total Return (d)
 
19.17%
 
84.05%
 
(55.95)%
 
(8.71)%
 
22.08%
                     
  Net Assets, End of Period (000's)
 
 $   369,550
 
 $   369,626
 
 $   193,798
 
 $   781,136
 
 $   778,104
                     
  Ratios and Supplemental Data:
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.62%
 
1.62%
 
1.62%
 
1.56%
 
1.60%
    Net
 
1.62%
 
1.62%
 
1.62%
 
1.56%
 
1.60%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.56%
 
1.17%
 
2.49%
 
0.83%
 
0.88%
                     
  Portfolio Turnover
 
9%
 
24%
 
20%
 
44%
 
19%
                     
                     
   
Institutional Shares
                     
   
Years Ending March 31,
   
2011
 
2010
 
2009
 
2008
 
2007
                     
  Net Asset Value, Beginning of Period
 
 $       12.45
 
 $         6.98
 
 $       19.98
 
 $       23.19
 
 $       20.01
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.10
 
             0.14
 
             0.38
 
             0.26
 
             0.25
    Net realized and unrealized gain / (loss) on securities
 
             2.31
 
             5.71
 
         (11.60)
 
           (2.13)
 
             4.12
       Total from Investment Operations
 
             2.41
 
             5.85
 
         (11.22)
 
           (1.87)
 
             4.37
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.18)
 
           (0.38)
 
           (0.17)
 
           (0.25)
 
           (0.12)
    Distributions from realized capital gains
 
                -
 
                -
 
           (1.61)
 
           (1.09)
 
           (1.07)
       Total Distributions
 
           (0.18)
 
           (0.38)
 
           (1.78)
 
           (1.34)
 
           (1.19)
                     
  Net Asset Value, End of Period
 
 $       14.68
 
 $       12.45
 
 $         6.98
 
 $       19.98
 
 $       23.19
                     
  Total Return (d)
 
19.48%
 
84.12%
 
(55.85)%
 
(8.49)%
 
22.37%
                     
  Net Assets, End of Period (000's)
 
 $     78,790
 
 $     68,067
 
 $     47,090
 
 $   140,999
 
 $   115,200
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.37%
 
1.37%
 
1.38%
 
1.32%
 
1.35%
    Net
 
1.37%
 
1.37%
 
1.38%
 
1.32%
 
1.35%
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.79%
 
1.29%
 
2.77%
 
1.18%
 
1.13%
                     
  Portfolio Turnover
 
9%
 
24%
 
20%
 
44%
 
19%
                     
                     
 
(a)  Per share numbers have been calculated using the average shares method.
(b)  Reflects expense waivers/reimbursements and reductions in effect during the period.  See Note 3 to the Financial Statements.
(c)  Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment
 income prior to certain reclassifications for federal income or excise taxes.
(d)  Total Return does not include the deferred sales charge of 1% for the Ordinary Shares.  The total return would have been lower
 if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.
See Note 3 to the financial statements.
(e)  Ratios of expenses to average net assets:
       - Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
       - Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
 
FINANCIAL HIGHLIGHTS FOR PEAR TREE POLARIS FOREIGN VALUE SMALL CAP FUND
(For a share outstanding throughout each period)
       

 
   
Ordinary Shares
                     
   
Period Ended March 31,
   
2011
 
2010
 
2009
       
                     
  Net Asset Value, Beginning of Period
 
 $        10.28
 
 $          4.82
 
 $        10.00
       
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.09
 
             0.07
 
             0.03
       
    Net realized and unrealized gain / (loss) on securities
 
             1.25
 
             5.42
 
           (5.15)
       
       Total from Investment Operations
 
             1.34
 
             5.49
 
           (5.12)
       
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.08)
 
           (0.03)
 
           (0.04)
       
    Distributions from realized capital gains
 
           (0.35)
 
                -
 
           (0.02)
       
       Total Distributions
 
           (0.43)
 
           (0.03)
 
           (0.06)
       
                     
  Net Asset Value, End of Period*
 
 $        11.19
 
 $        10.28
 
 $          4.82
       
                     
  Total Return (d)
 
13.12%
 
114.00%
 
(51.25)%
       
                     
  Net Assets, End of Period (000's)
 
 $      78,307
 
 $    124,971
 
 $      18,978
       
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.69%
 
1.64%
 
2.00%
**
     
    Net
 
1.69%
 
1.64%
 
1.97%
**
     
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.82%
 
0.82%
 
0.66%
**
     
                     
  Portfolio Turnover
 
54%
 
14%
 
10%
       
                     
                     
   
Institutional Shares
                     
   
Period Ending March 31,
   
2011
 
2010
 
2009
       
                     
  Net Asset Value, Beginning of Period
 
 $        10.30
 
 $          4.82
 
 $        10.00
       
                     
  Income from Investment Operations :
                   
    Net investment income (loss) (a)(b)(c)
 
             0.09
 
             0.11
 
             0.07
       
    Net realized and unrealized gain / (loss) on securities
 
             1.28
 
             5.41
 
           (5.19)
       
       Total from Investment Operations
 
             1.37
 
             5.52
 
           (5.12)
       
                     
  Less Distributions :
                   
    Dividends from net investment income
 
           (0.11)
 
           (0.04)
 
           (0.04)
       
    Distributions from realized capital gains
 
           (0.35)
 
                -
 
           (0.02)
       
       Total Distributions
 
           (0.46)
 
           (0.04)
 
           (0.06)
       
                     
  Net Asset Value, End of Period*
 
 $        11.21
 
 $        10.30
 
 $          4.82
       
                     
  Total Return (d)
 
13.40%
 
114.55%
 
(51.20)%
       
                     
  Net Assets, End of Period (000's)
 
 $      23,973
 
 $        8,103
 
 $        3,592
       
                     
  Ratios and Supplemental Data :
                   
  Ratios of expenses to average net assets : (e)
                   
    Gross
 
1.44%
 
1.43%
 
1.88%
**
     
    Net
 
1.44%
 
1.43%
 
1.85%
**
     
  Ratio of net investment income (loss) to
                   
  average net assets (c)
 
0.92%
 
1.27%
 
1.10%
**
     
                     
  Portfolio Turnover
 
54%
 
14%
 
10%
       
                     
*  Fund commenced operations May 1, 2008.
**  Annualized.
(a)  Per share numbers have been calculated using the average shares method.
(b)  Reflects expense waivers/reimbursements and reductions in effect during the period.  See Note 3 to the Financial Statements.
(c)  Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment   income prior to certain reclassifications for federal income or excise taxes.
(d)  Total Return does not include the deferred sales charge of 1% for the Ordinary Shares.  The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.  See Note 3 to the financial statements.
(e)  Ratios of expenses to average net assets:
       - Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
       - Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).

 

 

 
 

 

 

 
PEAR TREE FUNDS
 
OBTAINING ADDITIONAL INFORMATION
 
More information about the Pear Tree Funds may be obtained free upon request.
 
The Pear Tree Funds’ Statement of Additional Information (“SAI”) and annual and semi-annual reports to shareholders include additional information about the Pear Tree Funds.  The Pear Tree Funds’ annual report discusses the market conditions and investment strategies that significantly affected each Pear Tree Fund’s performance during its last fiscal years. The SAI, each Pear Tree Fund’s financial statements and the independent registered public accounting firm’s report on the financial statements included in the Pear Tree Funds’ most recent annual report to shareholders, are incorporated by reference into this Prospectus, which means they are part of this Prospectus for legal purposes.  The Pear Tree Funds’ also file their complete schedules of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.  The Pear Tree Funds’ most recent portfolio holdings, as filed on Form N-Q, are also available at www.peartreefunds.com.
 
If you have questions about the Pear Tree Funds or your account, or you wish to obtain free copies of the Pear Tree Funds’ current SAI or annual or semiannual reports, please contact your financial adviser or contact us by mail, by telephone or on the Internet.
 
 

 
By Mail:
 
Pear Tree Institutional Services
55 Old Bedford Road
Suite 202
Lincoln, MA 01773
 
By Telephone: 800-326-2151
On the Internet: www.peartreefunds.com
 
 
You may review and obtain copies of the Pear Tree Funds’ SAI, financial reports, Forms N-Q and other information at the SEC’s Public Reference Room in Washington, D.C. You may also access reports and other information about the Pear Tree Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. You may get copies of this information, after payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520. Please call the SEC at 1-202-551-8090 for information about the operation of the Public Reference Room. You may need to refer to the Pear Tree Funds’ file number.
 
SEC 1940 Act File #811-03790.
 
Distributed by U.S. Boston Capital Corporation, member FINRA, SIPC
 

 
 

 


STATEMENT OF ADDITIONAL INFORMATION

[Pear Tree Funds Logo]


Ordinary Shares and Institutional Shares

 
Ordinary Shares
Institutional Shares
U.S. EQUITY FUNDS
   
Pear Tree Columbia Small Cap Fund
USBNX
QBNAX
Pear Tree Columbia Micro Cap Fund
PTFMX
MICRX
Pear Tree Quality Fund
USBOX
QGIAX
 
INTERNATIONAL EQUITY FUNDS
   
Pear Tree PanAgora Dynamic Emerging Markets Fund
QFFOX
QEMAX
Pear Tree Polaris Foreign Value Fund
QFVOX
QFVIX
Pear Tree Polaris Foreign Value Small Cap Fund
QUSOX
QUSIX


[______________], 2012

This Statement of Additional Information (“ SAI ”) is not a prospectus. It should be read in conjunction with the Prospectus dated [______________], 2012for the Ordinary Shares and Institutional Shares of the separate series identified above (collectively, the “ Pear Tree Funds ” and individually, a “ Pear Tree Fund ”)of Pear Tree Funds (formerly The Quantitative Group of Funds d/b/a Quant Funds) (the “ Trust ”), as supplemented or revised from time to time (the “ Prospectus ”).  This SAI incorporates by reference the Pear Tree Funds’ Annual Report for the period ended March 31, 2012.  A copy of the Prospectus and, as they become available, the Pear Tree Fund’s most recent annual and semi-annual reportsmay be obtained free of charge by calling 1-800-326-2151, by written request to the Pear Tree Funds at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773 or from our website at: www.peartreefunds.com .


Pear Tree Columbia Micro Cap Fund currently is offered only to investors located in Maryland, Massachusetts, Montana, Nebraska, New Hampshire and Oklahoma.

 





 
 

 

TABLE OF CONTENTS
   PAGE
 
FUND HISTORY                                                                                                                                      .....................................................................................
 
INVESTMENT POLICIES, RISKS AND RESTRICTIONS.....................................................................
 
INVESTMENT RESTRICTIONS OF THE PEAR TREE FUNDS...........................................................
 
TRUSTEES AND OFFICERS OF THE TRUST; FUND GOVERNANCE..............................................
 
PRINCIPAL SHAREHOLDERS.........................................................................................................
 
THE MANAGER AND THE SUB-ADVISERS                                                                                                                                      
 
DISTRIBUTOR AND DISTRIBUTION PLAN.......................................................................................
 
OTHER SERVICE PROVIDERS TO THE PEAR TREE FUNDS ...........................................................
 
PORTFOLIO TRANSACTIONS................................................................................................................
 
DISCLOSURE OF PORTFOLIO HOLDINGS......................................................................................
 
SHARES OF THE TRUST............................................................................................................................
 
TAXATION...................................................................................................................................
 
PROXY VOTING POLICIES…………………………………………………………………………
 


 
 

 

FUND HISTORY
 
The Trust is a registered, open-end, management investment company that was established in 1983 as a business trust under Massachusetts law. A copy of the Second Amended and Restated Declaration of Trust dated May 25, 2011, is on file with the Secretary of the Commonwealth of the Commonwealth of Massachusetts.
 
Each Pear Tree Fund identified on the cover page of this SAI is a series of the Trust.  Pear Tree Advisors, Inc.(the “ Manager ”) serves as the investment manager to each Pear Tree Fund, and for each Pear Tree Fund, there is an investment sub-adviser (each, a “ Sub-Adviser ”).
 
The Pear Tree Funds formerly were named The Quantitative Group of Funds and did business as “ Quant Funds .”  Each of the Pear Tree Funds formerly were referred to as follows:
 
Current Fund Name
Former Fund Name(s)
Pear Tree Columbia Small Cap Fund
Quant Small Cap Fund
Pear Tree Columbia Micro Cap Fund
None
Pear Tree Quality Fund
Quant Quality Fund (formerly Quant Long/Short Fund)
Pear Tree PanAgora Dynamic Emerging Markets Fund
Quant Emerging Markets Fund
Pear Tree Polaris Foreign Value Fund
Quant Foreign Value Fund
Pear Tree Polaris Foreign Value Small Cap Fund
Quant Foreign Value Small Cap Fund

 
Pear Tree Advisors, Inc. formerly was named Quantitative Investment Advisors, Inc.  On May 26, 2011, each of the Trust, the Manager and each Pear Tree Fund (other than Pear Tree Columbia Micro Cap Fund) changed its name to its current name.
 
Capitalized terms used in this SAI but not defined herein have the same meanings as in the Prospectus.
 

 
INVESTMENT POLICIES, RISKS AND RESTRICTIONS

The Prospectus presents the investment objective and the principal investment strategies and risks of each Pear Tree Fund. This section supplements the disclosure in the Prospectus and provides additional information on the Pear Tree Funds’ investment policies or restrictions. Restrictions or policies stated as a maximum percentage of the Pear Tree Fund’s assets are only applied immediately after a portfolio investment to which the policy or restriction is applicable. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether the investment complies with the Pear Tree Fund’s restrictions and policies. There is no assurance that the Pear Tree Funds’ objectives will be achieved.
 
(a)           Securities and Other Instruments, Other Than Derivatives
 
Equity Securities
 
The Pear Tree Fund may invest in common and preferred equity securities publicly traded in the United States or in foreign countries on developed or emerging markets. The Pear Tree Fund’s equity securities may be denominated in foreign currencies and may be held outside the United States. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, the Pear Tree Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles.
 
Fixed Income Securities
 
Each Pear Tree Fund may invest in fixed income securities of any maturity. Fixed income securities are subject to the risk of an issuer’s inability to meet principal or interest payments on its obligations. Factors which could contribute to a decline in the market value of debt securities in the Pear Tree Fund’s portfolio include rising interest rates or a reduction in the perceived creditworthiness of the issuer of the securities. A fixed income security is considered investment grade if it is rated in one of the top four categories by a nationally recognized statistical rating organization or determined to be of equivalent quality by the Pear Tree Fund’s Sub-Adviser. Fixed income securities rated below investment grade are commonly referred to as “junk bonds” and are considered speculative. Below investment grade fixed income securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher grade fixed income securities.
 
U.S. Government Obligations
 
The types of U.S. Government obligations in which each Pear Tree Fund may at times invest include: (1) U.S. Treasury obligations, which differ only in their interest rates, maturities and times of issuance; and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government agency or instrumentality or (d) the credit of the instrumentality (examples of agencies and instrumentalities are: Federal Land Banks, Federal Housing Administration, Federal Farm Credit Bank, Farmers Home Administration, Export —Import Bank of the United States, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, General Services Administration, Maritime Administration, Tennessee Development Bank, Student Loan Marketing Association, International Bank for Reconstruction and Development and Federal National Mortgage Association). No assurance can be given that in the future the U.S. Government will provide financial support to such U.S. Government agencies or instrumentalities described in (2)(b), (2)(c) and (2)(d), other than as set forth above, since it is not obligated to do so by law. Each Pear Tree Fund may purchase U.S. Government obligations on a forward commitment basis. Since September 2008, Fannie Mae and Freddie Mac (together, the “GSEs”) have been placed under the conservatorship of the Federal Housing Finance Agency (“ FHFA ”). The U.S. Treasury, FHFA and the Federal Reserve have taken the steps to support the conservatorship. No assurance can be given that those initiatives with respect to the debt and mortgage-related securities issued by the GSEs and acquired by any of the Pear Tree Funds will be successful.
 
Convertible Securities
 
EachPear Tree Fund may hold convertible securities of foreign or domestic issuers. A convertible security is a fixed-income security which may be converted into the issuer’s common or preferred stock at a stated price within a specified period of time. Convertible securities are senior to common stocks in a corporation’s capital structure but are usually subordinated to similar nonconvertible securities. Convertible securities provide, through their conversion feature, an opportunity to participate in capital appreciation resulting from a market price advance in a convertible security’s underlying common stock. The price of a convertible security is influenced by the market value of the underlying common stock and tends to increase as the market value of the underlying stock rises, whereas it tends to decrease as the market value of the underlying stock declines.
 
Repurchase Agreements
 
EachPear Tree Fundmay enter into repurchase agreements with banks and other financial institutions, such as broker-dealers. Under repurchase agreements, these parties sell securities to a Pear Tree Fund and agree to repurchase the securities at the Pear Tree Fund’s cost plus interest within a specified time. In substance, a repurchase agreement is a loan for which the Pear Tree Fund receives securities as collateral. Under a repurchase agreement, a Pear Tree Fund purchases securities from a financial institution that agrees to repurchase the securities at the original purchase price plus interest within a specified time. The securities purchased by thePear Tree Fund have a total value in excess of the purchase price paid by the Pear Tree Fund and are held by the Custodian or another Board-approved custodian bank until repurchased. Repurchase agreements assist the Pear Tree Fund in being invested fully while retaining “overnight” flexibility in pursuit of investments of a longer-term nature.
 
Repurchase transactions are limited to those member banks of the Federal Reserve System and broker-dealers whose creditworthiness the Sub-Adviserto the transacting Pear Tree Fund continually monitors and considers satisfactory. If the other party or “seller” defaults, thePear Tree Fund might suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Pear Tree Fund are less than the repurchase price and the Pear Tree Fund’s cost associated with delay and enforcement of the repurchase agreement. In addition, in the event of a bankruptcy of the seller, thePear Tree Fund could suffer additional losses if a court determines that the Pear Tree Fund’s interest in the collateral is not enforceable. In evaluating whether to enter into a repurchase agreement, the Sub-Adviser will carefully consider the creditworthiness of the seller. Distributions of the income from repurchase agreements will be taxable to a Pear Tree Fund’s shareholders.
 
No more than 5 percent of the value of a Pear Tree Fund’s total assets will be invested in repurchase agreements that have a maturity longer than seven (7) days. Investments in repurchase agreements which have a longer maturity are not considered to be readily marketable (see "- Illiquid Securities," below). In addition, a Pear Tree Fund will not enter into repurchase agreements with a securities dealer if such transactions constitute the purchase of an interest in such dealer under the 1940 Act.
 
Reverse Repurchase Agreements
 
Reverse repurchase agreements may be entered into only for temporary or emergency purposes. A Pear Tree Fund may enter into reverse repurchase agreements with respect to portfolio securities in accordance with its investment restrictions. Under a reverse repurchase agreement, a Pear Tree Fund transfers possession of portfolio securities to financial institutions in return for cash in an amount equal to a percentage of the portfolio securities’ market value and agrees to repurchase the securities at a future date by repaying the cash with interest. The Pear Tree Fund retains the right to receive interest and principal payments from the securities while they are in the possession of the financial institutions. Cash or liquid high quality debt obligations from a Pear Tree Fund’s portfolio equal in value to the repurchase price including any accrued interest will be segregated on the Pear Tree Fund’s records while a reverse repurchase agreement is in effect.
 
Reverse repurchase agreements involve the risk that the market value of securities sold by the Pear Tree Fund may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements may be used as a means of borrowing temporarily for extraordinary or emergency purposes or to facilitate redemptions and are not used to leverage the Pear Tree Fund. If the other party or “seller” defaults, a Pear Tree Fund might suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Pear Tree Fund are less than the repurchase price and the Pear Tree Fund’s cost associated with delay and enforcement of the repurchase agreement. In addition, in the event of bankruptcy of the seller, a Pear Tree Fund could suffer additional losses if a court determines that the Pear Tree Fund’s interest in the collateral is not enforceable.
 
Investments in Other Investment Companies
 
A Pear Tree Fund may seek to achieve its investment objective by investing in the shares of certain other investment companies, or exchange traded funds registered as investment companies, that have substantially similar investment objectives and policies. Federal law restricts the ability of one registered investment company to invest in another. As a result, the extent to which a Pear Tree Fund may invest in another investment company may be limited.
 
A Pear Tree Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Pear Tree Fund’s own operations.
 
Exchange Traded Funds
 
Each Pear Tree Fund may invest in shares of exchange traded funds (“ ETFs ”).  ETFs, such as Standard & Poor’s Corporation depositary receipts (“ SPDRs ”), Nasdaq 100 Index Trading Stock (“ QQQs ”), iShares and various country index funds, are investment companies whose shares are traded on a national exchange or the National Association of Securities Dealers’ Automatic Quotation System “NASDAQ”. ETFs may be based on underlying equity or fixed income securities. SPDRs, for example, seek to provide investment results that generally correspond to the performance of the component common stocks of the S&P 500. ETFs do not sell individual shares directly to investors and only issue their shares in large blocks known as “creation units.” The investor purchasing a creation unit then sells the individual shares on a secondary market. Therefore, the liquidity of ETFs depends on the adequacy of the secondary market.
 
There can be no assurance that an ETF’s investment objective will be achieved. ETFs based on an index may not replicate and maintain exactly the composition and relative weightings of securities in the index. ETFs are subject to the risks of investing in the underlying securities. A Pear Tree Fund, as a holder of the securities of the ETF, will bear its pro rata portion of the ETF’s expenses, including advisory fees. These expenses are in addition to the direct expenses of the Pear Tree Fund’s own operations.
 
Exchange Traded Notes
 
Consistent with its ability to invest in fixed income securities and to enter into derivatives contracts, Emerging Markets Fund may invest in exchange traded notes (“ ETNs ”). ETNs are unsecured, unsubordinated debt securities typically issued by an underwriting financial institution, which are designed to track the performance of a market index and may provide exposure to the returns of various market indices, including indices linked to stocks, bonds, commodities and currencies. ETNs combine certain aspects of bonds and ETFs. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be redeemed at any time or can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific index that the ETN is designed to track minus certain fees. Unlike fixed income bonds, ETNs do not make periodic interest payments, and the principal investment is not protected.
 
ETNs are subject to credit risk, including the risk that the issuer of the ETN may default on its obligations. The value of an ETN may vary and may be influenced by, among other things, the time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, changes in the issuer's credit rating, and economic, legal, political, or geographic events that affect the particular index. When Pear Tree PanAgora Dynamic Emerging Markets Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. Additionally, the issuer may impose restrictions on the Pear Tree Fund's right to redeem its investment in an ETN.
 
Real Estate Investment Trusts
 
Each Pear Tree Fund may invest in Real Estate Investment Trusts (" REITs "). REITs are companies that invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs generally are not taxed on income distributed to shareholders provided they comply with the applicable income tax rules. In some cases, the Pear Tree Fund will indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests in addition to the expenses paid by the Pear Tree Fund.
 
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An equity REIT may be affected by changes in the value of the underlying properties owned by the REIT. A mortgage REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their obligations. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, such as health care, are also subject to risks associated with such industry.
 
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset periodically, yields on a REIT's investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial resources and may trade less frequently and in a more limited volume than larger company securities.
 
Section 4(2) Commercial Paper
 
EachPear Tree Fund may invest in commercial paper issued in reliance on the so-called “private placement” exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (“Section 4(2) paper”). Section 4(2) paper is restricted as to disposition under the federal securities laws, and generally is sold to investors who agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper is normally resold to other investors through or with the assistance of the issuer or investment dealers who make a market in Section 4(2) paper, thus providing liquidity.
 
Asset-Backed Securities
 
Each Pear Tree Fund may invest in asset-backed securities.Asset-backed securities represent undivided fractional interests in pools of instruments, such as consumer loans, and are similar in structure to mortgage-related pass-through securities. Payments of principal and interest are passed through to holders of the securities and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by priority to certain of the borrower’s other securities. The degree of credit-enhancement varies, generally applying only until exhausted and covering only a fraction of the security’s par value. The value of asset-backed securities is affected by changes in the market’s perception of the asset backing the security, changes in the creditworthiness of the servicing agent for the instrument pool, the originator of the instruments or the financial institution providing any credit enhancement and the expenditure of any portion of any credit enhancement. The risks of investing in asset-backed securities are ultimately dependent upon payment of the underlying instruments by the obligors, and a Pear Tree Fund would generally have no recourse against the obligee of the instruments in the event of default by an obligor. The underlying instruments are subject to prepayments which shorten the weighted average life of asset-backed securities and may lower their return, in the same manner as described below for prepayments of pools of mortgage loans underlying mortgage-backed securities. Use of asset-backed securities will represent less than 5 percent of the Pear Tree Fund’s total assets by issuer.
 
When-Issued Transactions
 
Each Pear Tree Fund may invest in when-issued securities.  New issues of securities are often offered on a when-issued basis. This means that delivery and payment for the securities normally will take place several days after the date the buyer commits to purchase them. The payment obligation and the interest rate that will be received on securities purchased on a when-issued basis are each fixed at the time the buyer enters into the commitment. A Pear Tree Fund will make commitments to purchase when-issued securities only with the intention of actually acquiring the securities, but may sell these securities or dispose of the commitment before the settlement date if it is deemed advisable as a matter of investment strategy. Cash or marketable high quality debt securities equal to the amount of the above commitments will be segregated on the Pear Tree Fund’s records. For the purpose of determining the adequacy of these securities the segregated securities will be valued at market. If the market value of such securities declines, additional cash or securities will be segregated on the Pear Tree Fund’s records on a daily basis so that the market value of the account will equal the amount of such commitments by the Pear Tree Fund.
 
Securities purchased on a when-issued basis and held by the Pear Tree Fund are subject to changes in market value based upon the public’s perception of changes in the level of interest rates. Generally, the value of such securities will fluctuate inversely to changes in interest rates, i.e., they will appreciate in value when interest rates decline and decrease in value when interest rates rise. Therefore, if in order to achieve higher interest income a Pear Tree Fund remains substantially fully invested at the same time that it has purchased securities on a “when-issued” basis, there will be a greater possibility of fluctuation in a Pear Tree Fund’s net asset value.
 
When payment for when-issued securities is due, a Pear Tree Fund will meet its obligations from then-available cash flow, the sale of segregated securities, the sale of other securities or, and although it would not normally expect to do so, from the sale of the when-issued securities themselves (which may have a market value greater or less than the Pear Tree Fund’s payment obligation). The sale of securities to meet such obligations carries with it a greater potential for the realization of capital gains, which are subject to federal income taxes.
 
Investment in Initial Public Offerings
 
To the extent consistent with its investment objective, each Pear Tree Fund may invest up to 5 percent of its total net assets (at time of purchase) in initial public offerings (“ IPO ”) of equity securities. The market for such securities may be more volatile and entail greater risk of loss than investments in more established companies. Many companies engaged in IPO’s are smaller capitalization companies that present the risks of such companies described in “Principal Risks for the Pear Tree Fund” in the Prospectus. Such risks may include limited operating histories, dependence on a limited number of management personnel, reliance on one or a small number of core businesses, including businesses for which there may not be well developed markets. Newly public companies may also have limited access to additional capital to finance operating needs and/or implementation of strategic plans. At times, investments in IPO’s could represent a significant portion of a Pear Tree Fund’s investment performance. A Pear Tree Fund cannot assure that investments in IPO’s will continue to be available to the Pear Tree Fund or, if available, will result in positive investment performance, particularly during times when the Pear Tree Fund is of smaller size. In addition, as the Pear Tree Fund’s assets increase, the impact of investments in IPO’s on the overall performance of the Pear Tree Fund is likely to decrease.
 
A Pear Tree Fund may sell stocks purchased in IPO’s shortly after the time of the offering in order to realize a short-term profit. Such sales involve transaction costs and are taxable events that would give rise to short-term capital gains that are taxable at the less favorable rates applicable to ordinary income. Although opportunities may exist to realize a short-term profit on stocks purchased in IPO’s, the Pear Tree Fund may continue to hold such stocks for longer-term investment if the Pear Tree Fund’s Sub-Adviser believes this is appropriate. Holding stocks of newly public companies over the longer-term involves the risk that the prices of such stocks may depreciate substantially from the initial offering price and from higher trading prices that may exist in the markets shortly following the initial offering. In addition to buying stocks directly in an IPO, the Pear Tree Fund may purchase newly public stocks in the secondary market if the Pear Tree Fund’s Sub-Adviser determines that this is an appropriate investment. Purchasing newly public stocks shortly after the offering may involve paying market prices significantly above the initial offering price. Active market activity in newly public stocks may diminish substantially over time creating the risk that such stocks purchased in the secondary market could depreciate substantially in value, including over a relatively short time period.
 
Securities Loans
 
Each Pear Tree Fund may make secured loans of its portfolio securities amounting to not more than 30 percent of its total assets. The risks in lending portfolio securities, as with other extensions of credit, consist of (a) possible delay in the recovery of the securities or loss of rights in the collateral should the borrower fail financially or (b) the risk that the underlying collateral will decrease in value. Securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral in cash or cash equivalents (such as U.S. Treasury bills) at least equal at all times to the market value of the securities lent. The borrower pays to the Pear Tree Fund an amount equal to any dividends or interest received on the securities lent. A Pear Tree Fund may invest the cash collateral received in interest-bearing, short-term securities or receive a fee from the borrower. Although voting rights, or rights to consent with respect to the loaned securities, pass to the borrower, the Pear Tree Fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by the Pear Tree Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Pear Tree Fund may also call such loans in order to sell the security involved.
 
Short Sales
 
Each Pear Tree Fund will limit short sales to selling securities "against the box."No securities will be sold short if after giving effect to any short sales, the value of all securities sold short would exceed 25 percent of the Pear Tree Fund’s net assets.
 
A Pear Tree Fund may sell securities “short against the box.” A short sale involves the Pear Tree Fund borrowing securities from a broker and selling the borrowed securities. The Pear Tree Fund has an obligation to return securities identical to the borrowed securities to the broker. In a short sale against the box, the Pear Tree Fund at all times own an equal amount of the security sold short or securities convertible into or exchangeable for, with or without payment of additional consideration, an equal amount of the security sold short. Each Pear Tree Fund intends to use such short sales against the box to hedge. For example when a Pear Tree Fund believes that the price of a current portfolio security may decline, the Pear Tree Fund may use a short sale against the box to lock in a sale price for a security rather than selling the security immediately. In such a case, any future losses in the Pear Tree Fund’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position.
 
If a Pear Tree Fund effects such a short sale at a time when it has an unrealized gain on the security, it may be required to recognize that gain as if it had actually sold the security (a “constructive sale”) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Pear Tree Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale provided that certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Pear Tree Fund may make short sales against the box.
 
Special Situations
 
Carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities, and other similar vehicles (collectively, “special situations”) could enhance aPear Tree Fund’s capital appreciation potential. These investments are generally illiquid. See “-Illiquid Securities,” below.
 
Illiquid Securities
 
Securities which do not trade on stock exchanges or in the over the counter market, or have restrictions on when and how they may be sold, are generally considered to be “illiquid.” An illiquid security is one that a Pear Tree Fund may have difficulty, or may even be legally precluded from, selling within a particular time. A Pear Tree Fund may invest in illiquid securities, including restricted securities and other investments that are not readily marketable. A Pear Tree Fund will not purchase any such security if the purchase would cause the Pear Tree Fund to hold more than 15 percent of its net assets, measured at the time of purchase, in illiquid securities. Repurchase agreements maturing in more than seven (7) days are considered illiquid for purposes of this restriction.
 
The principal risk of investing in illiquid securities is that the Pear Tree Fund may be unable to dispose of them at the time desired or at a reasonable price. In addition, in order to resell a restricted security, the Pear Tree Fund might have to bear the expense and incur the delays associated with registering the security with the SEC, and otherwise obtaining listing on a securities exchange or in the over the counter market.
 
Temporary Defensive Strategy
 
Each Pear Tree Fund may invest in cash, cash equivalents, and short-term debt obligations for temporary defensive purposes and for liquidity purposes (e.g., for redemption of shares, to pay expenses or pending other investments). Short-term debt obligations may include obligations of the U.S. government and (in the case of Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund securities of foreign governments). Short-term debt obligations may also include certificates of deposit and bankers’ acceptances issued by U.S. banks (and, in the case of Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund, foreign banks) having deposits in excess of $2 billion, commercial paper, short-term corporate bonds, debentures and notes and repurchase agreements, all with one year or less to maturity. Investments in commercial paper are limited to obligations (i) rated Prime-1 by Moody’s Investors Service, Inc.(“ Moody’s ”) or A-1 by S&P, or in the case of any instrument that is not rated, of comparable quality as determined by the Manager or the Pear Tree Fund’s Sub-Adviser, or (ii) issued by companies having an outstanding debt issue currently rated Aaa or Aa by Moody’s or AAA or AA by S&P. Investments in other corporate obligations are limited to those having maturity of one year or less and rated Aaa or Aa by Moody’s or AAA or AA by S&P. The value of fixed-income securities may fluctuate inversely in relation to the direction of interest rate changes.
 
(b)           Derivatives
 
Equity Swaps
 
Equity swap agreements are contracts between parties in which one party agrees to make payments to the other party based on the change in market value of a specified index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified index or asset. Although swap agreements entail the risk that a party will default on its payment obligations, each Pear Tree Fund will minimize this risk by entering into agreements only with counterparties that the Sub-Adviser to that Pear Tree Fund deems creditworthy. Swap agreements bear the risk that a Pear Tree Fund will not be able to meet its obligation to the counterparty. This risk will be mitigated by investing the portfolio in assets generating cash flows complimentary to the returns it is required to pay. To gain additional market exposure, eachPear Tree Fund may also invest in equity linked notes. These are instruments whose return is determined by the performance of a single equity security, a basket of equity securities, or an equity index. Equity linked notes entail illiquidity and default risk. Due to default risk, each Sub-Adviser uses similar analysis to the equity swap procedure in selecting appropriate counterparties.
 
Total Rate of Return Swaps
 
ThePear Tree Funds may contract with a counterparty to pay a stream of cash flows and receive the total return of an index or a security for purposes of attempting to obtain a particular desired return at a lower cost to the Pear Tree Funds than if they had invested directly in an instrument that yielded that desired return.
 
Interest Rate Swaps and Other Transactions
 
EachPear Tree Fund may enter into interest rate swaps, on either an asset-based or liability-based basis, depending on whether it is hedging its assets or it liabilities. The Pear Tree Fund will usually enter into interest rate swaps on a net basis, that is, the two payment streams are netted out, with the Pear Tree Fund receiving or paying, as the case may be, only the net amount of the two payments. When aPear Tree Fund engages in an interest rate swap, it exchanges its obligations to pay or rights to receive interest payments for the obligations or rights to receive interest payments of another party (i.e., an exchange of floating rate payments for fixed rate payments). The Pear Tree Fund expects to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio or to protect against any increase in the price of securities it anticipates purchasing at a later date.
 
The net amount of the excess, if any, of a Pear Tree Fund’s obligation over its entitlements with respect to each interest rate swap will be accrued on a daily basis and an amount of cash or liquid high-grade debt securities having an aggregate net asset value at least equal to the accrued excess will be maintained in a segregated account by the Pear Tree Funds’ Custodian. To the extent that the Pear Tree Fund enters into interest rate swaps on other than a net basis, the amount maintained in a segregated account will be the full amount of the Pear Tree Fund’s obligation, if any, with respect to such interest rate swaps, accrued on a daily basis. The Pear Tree Fund will not enter into any interest rate swaps unless the unsecured senior debt or the claims-paying ability of the other party thereto is rated in the highest rating category of at least one nationally recognized rating organization at the time of entering into such transaction.
 
If there is a default by the other party to such a transaction, the Pear Tree Funds will have contractual remedies pursuant to the agreement related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents using standardized swap documentation. As a result, the swap market has become relatively liquid. The use of interest rate swaps is a highly specialized activity that involves investment techniques and risk different from those associated with ordinary portfolio securities transactions. If the Sub-Adviser is incorrect in its forecast of market values, interest rates and other applicable factors, the investment performance of the Pear Tree Fund will diminish compared to what it would have been if this investment technique was not used. The Pear Tree Fund may only enter into interest rate swaps to hedge its portfolio. Interest rate swaps do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amounts of interest payments that the Pear Tree Fund is contractually obligated to make. If the other party to an interest rate swap defaults, the Pear Tree Fund’s risk of loss consists of the net amount of interest payments that the Pear Tree Fund is contractually entitled to receive. Since interest rate swaps are individually negotiated, the Pear Tree Fund expects to achieve an acceptable degree of correlation between their right to receive interest on their portfolio securities and their right and obligation to receive and pay interest pursuant to interest rate swaps.
 
Forward Commitments
 
Each Pear Tree Fund may make contracts to purchase securities for a fixed price at a future date beyond customary settlement time (“ forward commitments ”), if the Pear Tree Fund holds, and maintains until the settlement date in a segregated account with the Pear Tree Funds’ custodian, cash or short-term debt obligations in an amount sufficient to meet the purchase price. These debt obligations will be marked to market on a daily basis and additional liquid assets will be added to such segregated accounts as required. Forward commitments may be considered securities in themselves. They involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Pear Tree Fund’s other assets. Although the Pear Tree Fund will generally enter into forward commitments with the intention of acquiring securities for its portfolio, the Pear Tree Fund may dispose of a commitment prior to settlement if the Pear Tree Fund’s Sub-Adviser deems it appropriate to do so. A Pear Tree Fund may realize short-term profits or losses upon the sale of forward commitments.
 
Warrants
 
Each Pear Tree Fund may invest in warrants purchased as units or attached to securities purchased by the Pear Tree Fund. Warrants provide a Pear Tree Fund with the right to purchase an equity security at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
Options
 
Each Pear Tree Fund may write covered call options that are traded on national securities exchanges with respect to stocks in its portfolio (ensuring that the Pear Tree Fund at all times will have in its portfolios the securities which it may be obligated to deliver if the options are exercised). The “writer” of a call option gives to the purchaser of that option the right to buy the underlying security from the writer at the exercise price prior to the expiration date of the call. Call options are generally written for periods of less than six months. A Pear Tree Fund may write covered call options on securities in its portfolios in an attempt to realize a greater current return than would be realized on the securities alone or to provide greater flexibility in disposing of such securities. A Pear Tree Fund may also write call options to partially hedge a possible stock market decline. Covered call options generally would not be written by a Pear Tree Fund except at a time when it is believed that the price of the common stock on which the call is being written will not rise in the near future and the Pear Tree Fund does not desire to sell the common stock for tax or other reasons. The writer of a covered call option receives a premium for undertaking the obligation to sell the underlying security at a fixed price during the option period if the option is exercised. So long as a Pear Tree Fund remains obligated as a writer of covered calls, it foregoes the opportunity to profit from increases in the market prices of the underlying securities above the exercise prices of the options, except insofar as the premiums represent such profits, and retain the risk of loss should the value of the underlying securities decline. A Pear Tree Fund may also enter into “closing purchase transactions” in order to terminate its obligations as a writer of covered call options prior to the expiration of the options. Although limiting writing covered call options to those which are traded on national securities exchanges increases the likelihood of being able to make closing purchase transactions, there is no assurance that the Pear Tree Fund will be able to effect such transactions at any particular time or at an acceptable price. If the Pear Tree Fund was unable to enter into a closing purchase transaction, the principal risks to the Pear Tree Fund would be the loss of any capital appreciation of the underlying security in excess of the exercise price and the inability to sell the underlying security in a down market until the call option was terminated. The writing of covered call options could result in an increase in the portfolio turnover rate of the Pear Tree Fund, especially during periods when market prices of the underlying securities appreciate.
 
Writing Covered Call Options . The Pear Tree Funds are authorized to write (sell) covered call options on the securities in which they may invest and to enter into closing purchase transactions with respect to such options. Writing a call option obligates a Pear Tree Fund to sell or deliver the option’s underlying security, in return for the strike price, upon exercise of the option. By writing a call option, the Pear Tree Fund receives an option premium from the purchaser of the call option. Writing covered call options is generally a profitable strategy if prices remain the same or fall. Through receipt of the option premium, the Pear Tree Fund would seek to mitigate the effects of a price decline. By writing covered call options, however, the Pear Tree Fund gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security above the option exercise price. In addition, a Pear Tree Fund’s ability to sell the underlying security will be limited while the option is in effect unless the Pear Tree Fund effects a closing purchase transaction.
 
Writing Covered Put Options. The Pear Tree Funds are authorized to write (sell) covered put options on their portfolio securities and to enter into closing transactions with respect to such options. When a Pear Tree Fund writes a put option, it takes the opposite side of the transaction from the option’s purchaser. In return for receipt of the premium, the Pear Tree Fund assumes the obligation to pay the strike price for the option’s underlying instrument if the other party to the option chooses to exercise it. The Pear Tree Fund may seek to terminate its position in a put option it writes before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for an option the Pear Tree Fund has written, however, the Pear Tree Fund must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes, and must continue to set aside assets to cover its position. The Pear Tree Funds may write put options as an alternative to purchasing actual securities. If security prices rise, a Pear Tree Fund would expect to profit from a written put option, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the Pear Tree Fund will also profit, because it should be able to close out the option at a lower price. If security prices fall, the Pear Tree Fund would expect to suffer a loss. This loss should be less than the loss the Pear Tree Fund would have experienced from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline.
 
Purchasing Put Options. The Pear Tree Funds are authorized to purchase put options to hedge against a decline in the market value of their portfolio securities. By buying a put option a Pear Tree Fund has the right (but not the obligation) to sell the underlying security at the exercise price, thus limiting the Pear Tree Funds’ risk of loss through a decline in the market value of the security until the put option expires. The amount of any appreciation in the value of the underlying security will be partially offset by the amount of the premium paid by the Pear Tree Fund for the put option and any related transaction costs. Prior to its expiration, a put option may be sold in a closing sale transaction and profit or loss from the sale will depend on whether the amount received is more or less than the premium paid for the put option plus the related transaction costs. A closing sale transaction cancels out the Pear Tree Fund’s position as the purchaser of an option by means of an offsetting sale of an identical option prior to the expiration of the option it has purchased. The Pear Tree Funds will not purchase put options on securities (including stock index options) if as a result of such purchase, the aggregate cost of all outstanding options on securities held by a Pear Tree Fund would exceed 5% of the market value of its total assets.
 
Purchasing Call Options. The Pear Tree Funds are also authorized to purchase call options. The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option’s strike price (call options on futures contracts are settled by purchasing the underlying futures contract). A Pear Tree Fund will purchase call options only in connection with “closing purchase transactions.” The Pear Tree Funds will not purchase call options on securities (including stock index options) if as a result of such purchase the aggregate cost of all outstanding options on securities held by a Pear Tree Fund would exceed 5% of the market value of its total assets.
 
Interest Rate and Financial Futures Options. The Pear Tree Funds may invest in interest rate futures contracts, foreign currency futures contracts, and options thereon that are traded on a U.S. or foreign exchange or board of trade. An interest rate, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of financial instruments (such as GNMA certificates or Treasury bonds) or foreign currency or the cash value of an index at a specified price at a future date. A futures contract on an index is an agreement between two parties (buyer and seller) to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. In the case of futures contracts traded on U.S. exchanges, the exchange itself or an affiliated clearing corporation assumes the opposite side of each transaction (i.e., as buyer or seller). A futures contract may be satisfied or closed out by delivery or purchase, as the case may be, of the financial instrument or by payment of the change in the cash value of the index. Frequently, using futures to effect a particular strategy instead of using the underlying or related security or index will result in lower transaction costs being incurred. Although the value of an index may be a function of the value of certain specified securities, no physical delivery of these securities is made. A public market exists in futures contracts covering interest rates, several indexes and a number of financial instruments and foreign currencies.
 
Each Pear Tree Fund may also purchase and write call and put options on futures contracts. Options on futures contracts possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (in the case of a call) or short position (in the case of a put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. An option on a futures contract may be closed out (before exercise or expiration) by an offsetting purchase or sale of an option on a futures contract of the same series.
 
A Pear Tree Fund will only enter into futures contracts and options on futures contracts which are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system. A Pear Tree Fund will enter into a futures contract only if the contract is “covered” or if the Pear Tree Funds at all times maintains with the Custodian liquid assets equal to or greater than the fluctuating value of the contract (less any margin or deposit). A Pear Tree Fund will write a call or put option on a futures contract only if the option is “covered.”
 
Restrictions on the Use of Futures Transactions. The purchase or sale of a futures contract differs from the purchase or sale of a security in that no price or premium is paid or received. Instead, an amount of cash or securities acceptable to the broker and the relevant contract market, which varies, but is generally about 5 percent of the contract amount, must be deposited with the broker. This amount is known as “initial margin” and represents a “good faith” deposit assuring the performance of both the purchaser and seller under the futures contract. Subsequent payments to and from the broker, called “variation margin,” are required to be made on a daily basis as the price of the futures contract fluctuates making the long and short positions in the futures contracts more or less valuable, a process known as “marking to market.” At any time prior to the settlement date of the futures contract, the position may be closed out by taking an opposite position which will operate to terminate the position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid to or released by the broker and the purchaser realizes a loss or gain. In addition, a nominal commission is paid on each completed sale transaction.
 
Restrictions on OTC Options. The Pear Tree Funds described in this Statement may engage in OTC options (including OTC foreign security and currency options and options on foreign security and currency futures if permitted by its investment mandate), only with member banks of the Federal Reserve System and primary dealers in U.S. Government securities or with affiliates of such banks or dealers which have capital of at least $50 million or whose obligations are guaranteed by an entity having capital of at least $50 million. The Pear Tree Fund will acquire only those OTC options for which the Sub-Adviser believes the Pear Tree Fund can receive on each business day at least two independent bids or offers (one of which will be from an entity other than a party to the option). The staff of the SEC has taken the position that purchased OTC options and the assets used as cover for written OTC options are illiquid securities. Therefore, the Pear Tree Funds have adopted an operating policy pursuant to which they will not purchase or sell OTC options (including OTC options on futures contracts) if, as a result of such transaction, the sum of: (a) the market value of outstanding OTC options held by a Pear Tree Fund; (b) the market value of the underlying securities covered by outstanding OTC call options sold by a Pear Tree Fund; (c) margin deposits on a Pear Tree Fund’s existing OTC options on futures contracts; and (d) the market value of all other assets of a Pear Tree Fund that are illiquid or are not otherwise readily marketable, would exceed 15 percent of its net assets, taken at market value. However, if an OTC option is sold by a Pear Tree Fund to a primary U.S. Government securities dealer recognized by the Federal Reserve Bank of New York and a Pear Tree Fund has the unconditional contractual right to repurchase such OTC option from the dealer at a predetermined price, then the Pear Tree Fund will treat as illiquid such amount of the underlying securities as is equal to the repurchase price less the amount by which the option is “in-the-money” (current market value of the underlying security minus the option’s strike price). The repurchase price with primary dealers is typically a formula price which is generally based on a multiple of the premium received for the option plus the amount by which the option is “in-the-money.”
 
Risk Factors in Options, Futures and Forward Transactions. The use of options and futures involves the risk of imperfect correlation in movements in the price of options and futures and movements in the price of securities which are the subject of the hedge. If the price of the options or futures moves more or less than the price of hedged securities, a Pear Tree Fund will experience a gain or loss which will not be completely offset by movements in the price of the subject of the hedge. The successful use of options and futures also depends on the Sub-Adviser’s ability to correctly predict price movements in the market involved in a particular options or futures transaction. To compensate for imperfect correlations, a Pear Tree Fund may purchase or sell stock index options or futures contracts in a greater dollar amount than the hedged securities if the volatility of the hedged securities is historically greater than the volatility of the stock index options or futures contracts. Conversely, a Pear Tree Fund may purchase or sell fewer stock index options or futures contracts, if the historical price volatility of the hedged securities is less than that of the stock index options or futures contracts. The risk of imperfect correlation generally tends to diminish as the maturity date of the stock index option or futures contract approaches. Options are also subject to the risks of an illiquid secondary market, particularly in strategies involving writing options, which a Pear Tree Fund cannot terminate by exercise. In general, options whose strike prices are close to their underlying instruments’ current value will have the highest trading volume, while options whose strike prices are further away may be less liquid.
 
The Pear Tree Funds described in this Statement may contract to purchase securities for a fixed price at a future date beyond customary settlement time. When effecting such transactions, cash or marketable securities held by a Pear Tree Fund of a dollar amount sufficient to make payment for the portfolio securities to be purchased will be segregated by the Custodian on the Pear Tree Funds’ records at the trade date and maintained until the transaction is settled. The failure of the other party to the transaction to complete the transaction may cause a Pear Tree Fund to miss an advantageous price or yield. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, or if the other party fails to complete the transaction.
 
The Pear Tree Funds intend to enter into options and futures transactions, on an exchange or in the OTC market, only if there appears to be a liquid secondary market for such options or futures or, in the case of OTC transactions, the Sub-Adviser believes the Pear Tree Fund can receive on each business day at least two independent bids or offers. However, there can be no assurance that a liquid secondary market will exist at any specific time. Thus, it may not be possible to close an options or futures position. The inability to close options and futures positions also could have an adverse impact on a Pear Tree Fund’s ability to effectively hedge its portfolio. There is also the risk of loss by a Pear Tree Fund of margin deposits or collateral in the event of bankruptcy of a broker with whom a Pear Tree Fund has an open position in an option, a futures contract or related option.
 
To the extent that the Pear Tree Fund uses futures, options or forward instruments to gain direct exposure to a security or market, the use of such instruments could expose the Pear Tree Fund to the effects of leverage, which could increase the Pear Tree Fund’s exposure to the market and magnify potential losses. The exchanges on which options on portfolio securities are traded have generally established limitations governing the maximum number of call or put options on the same underlying security (whether or not covered) which may be written by a single investor, whether acting alone or in concert with others (regardless of whether such options are written on the same or different exchanges or are held or written in one or more accounts or through one or more brokers). “Trading limits” are imposed on the maximum number of contracts which any person may trade on a particular trading day.
 
Certain Regulatory Aspects of Use of Futures and Options on Futures. The Pear Tree Funds are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended (“ CEA ”), and, therefore, is not subject to registration or regulation as a pool operator under the CEA.
 
(c)           Foreign Securities, Instruments, Currencies and Transactions and Specific Risks
 
Participatory Notes
 
Each of Emerging Markets Fund, Foreign Value Fund and Foreign Value Small Cap Fund may invest in participatory notes. Participatory notes are offshore derivative instruments issued to foreign investors against underlying Indian securities which are not registered with the Securities and Exchange Board of India. The risks of investing in participatory notes are similar to those risks of investing in foreign securities in general. See “Principal Investment Risks" for each Fund in the Prospectus for a discussion of the risks of investing in foreign securities. Participatory notes function similarly to depositary receipts except that brokers, not U.S. banks, are depositories for Indian-based securities on behalf of foreign investors. Brokers buy Indian-based securities and then issue participatory notes to foreign investors. Any dividends or capital gains collected from the underlying securities are remitted to the foreign investors. However, unlike depositary receipts, participatory notes are subject to credit risk based on the uncertainty of the counterparty’s (i.e., the broker’s) ability to meet its obligations.
 
Opals
 
Each of Emerging Markets Fund, Foreign Value Fund and Foreign Value Small Cap Fund may each invest in optimized portfolio as listed securities (“ OPALS ”). OPALS represent an interest in a basket of securities of companies primarily located in a specific country generally designed to track an index for that country. Investments in OPALS are subject to the same risks inherent in directly investing in foreign securities and also have the risk that they will not track the underlying index. See “Principal Investment Risks-Foreign Securities"in the Prospectus. In addition, because the OPALS are not registered under applicable securities laws, they may only be sold to certain classes of investors, and it may be more difficult for the Pear Tree Fund to sell OPALS than other types of securities. However, the OPALS may generally be exchanged with the issuer for the underlying securities, which may be more readily tradable.
 
Depository Receipts
 
Each Pear Tree Fund may invest in American Depository Receipts (“ American Depositary Receipts, or ADRs, ”), European Depository Receipts (“ EDRs ”) and Global Depository Receipts (“ GDRs ”). American Depositary Receipts, or ADRs,, EDRs and GDRs (collectively, “ Depository Receipts ”) are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. American Depositary Receipts, or ADRs, are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, American Depositary Receipts, or ADRs, continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and economic risks of the underlying issuer’s country. Depository Receipts may be sponsored or unsponsored. Unsponsored Depository Receipts are established without the participation of the issuer. Unsponsored Depository Receipts differ from Depository Receipts sponsored by an issuer in that they may involve higher expenses, they may not pass-through voting or other shareholder rights, and they may be less liquid.
 
Foreign Currency Transactions
 
A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades.
 
Since investments in foreign companies will usually involve currencies of foreign countries, and since each of Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund may temporarily hold funds in bank deposits in foreign currencies during the completion of investment programs, the value of the assets of these Pear Tree Funds as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Pear Tree Funds may incur costs in connection with conversions between various currencies. Each of Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund will conduct foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward contracts to purchase or sell foreign currencies. Each of Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund will generally not enter into a forward contract with a term of greater than one year. the Pear Tree Funds’ Custodian (as defined below) will place cash or liquid securities into a segregated account of the series in an amount equal to the value of the Pear Tree Funds’ total assets committed to the consummation of forward foreign currency exchange contracts. If the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Pear Tree Funds’ commitments with respect to such contracts.
 
Each of Foreign Value Fund, Emerging Markets Fund and Foreign Value Small Cap Fund will generally enter into forward foreign currency exchange contracts under two circumstances. First, when a Pear Tree Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transactions, the Pear Tree Fund will seek to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.
 
Second, when a Pear Tree Fund’s Sub-Adviser believes that the currency of a particular foreign country may experience an adverse movement against the U.S. dollar, it may enter into a forward contract to sell an amount of the foreign currency approximating the value of some or all of the Pear Tree Fund’s portfolio securities denominated in such foreign currency. Alternatively, where appropriate, a Pear Tree Fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies where certain of such currencies act as an effective proxy for other currencies. In such a case, the Pear Tree Fund may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the Pear Tree Fund. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under certain circumstances, the Pear Tree Fund may commit a substantial portion, or up to 75 percent of the value of its assets, to the consummation of these contracts. The Pear Tree Fund’s Sub-Adviser will consider the effect a substantial commitment of its assets to forward contracts would have on the investment program of the Pear Tree Fund and the flexibility of the Pear Tree Fund to purchase additional securities. Other than as set forth above, the Pear Tree Fund will not enter into such forward contracts or maintain a net exposure to such contracts where the consummation of the contracts would obligate the Pear Tree Fund to deliver an amount of foreign currency in excess of the value of the Pear Tree Fund’s portfolio securities or other assets denominated in that currency. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, the Pear Tree Fund’s Sub-Adviser believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the Pear Tree Fund will be served.
 
At the maturity of a forward contract, the Pear Tree Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract obligating it to purchase, on the same maturity date, the same amount of the foreign currency.
 
As indicated above, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of the forward contract. Accordingly, it may be necessary for a Pear Tree Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Pear Tree Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Pear Tree Fund is obligated to deliver.
 
If a Pear Tree Fund retains the portfolio security and engages in an offsetting transaction, the Pear Tree Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the Pear Tree Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the Pear Tree Fund’s entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Pear Tree Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Pear Tree Fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.
 
A Pear Tree Fund is not required to enter into forward contracts with regard to their foreign currency-denominated securities and will not do so unless deemed appropriate by the relevant Pear Tree Fund’s Sub-Adviser. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain that might result from an increase in the value of that currency.
 
Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (YCDs)
 
ECDs are U.S. dollar denominated certificates of deposit issued by foreign branches of domestic banks. ETDs are U.S. dollar denominated deposits in foreign banks or foreign branches of U.S. banks. YCDs are U.S. dollar denominated certificates of deposit issued by U.S. branches of foreign banks. Different risks than those associated with the obligations of domestic banks may exist for ECDs, ETDs and YCDs because the banks issuing these instruments, or their domestic or foreign branches, are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as loan limitations, examinations and reserve, accounting, auditing, recordkeeping and public reporting requirements.
 
(d)           Alternative Strategies
 
At times, the Sub-Adviser may judge that market conditions make pursuing the Pear Tree Fund’s investment strategies inconsistent with the best interests of its shareholders. A Pear Tree Fund’s Sub-Adviser may then temporarily use alternative strategies that are mainly designed to limit the Pear Tree Fund’s losses. These alternative strategies may include the purchase of debt, money market investments and other investments not consistent with the investment strategies of the Pear Tree Fund. Although the Pear Tree Fund’s Sub-Adviser has the flexibility to use these strategies, it may choose not to for a variety of reasons, even in very volatile market conditions. These strategies may cause the Pear Tree Fund to miss out on investment opportunities, and may prevent the Pear Tree Fund from achieving its goal.
 
(e)           Portfolio Turnover
 
A change in securities held by a Pear Tree Fund is known as “portfolio turnover” and almost always involves the payment by the Pear Tree Fund of brokerage commissions or dealer markups and other transaction costs on the sale of securities as well as on the reinvestment of the proceeds in other securities. High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Pear Tree Fund and may affect taxes paid by shareholders to the extent short-term gains are distributed. Portfolio turnover is not a limiting factor with respect to investment decisions by the Pear Tree Fund.
 
The portfolio turnover rates for the Pear Tree Funds’ two most recently ended fiscal years were as follows:
 
 
Fiscal Years Ended March 31,
 
 
2011
2012
Pear Tree Columbia Small Cap Fund
71%
 
Pear Tree Columbia Micro Cap Fund
Micro Cap Fund is new and does not have any historical portfolio turnover rates.  Micro Cap Fund expects that its annual turnover rate will be between 50% and 100%.
 
Pear Tree Quality Fund*
283%
 
Pear Tree PanAgora Dynamic Emerging Markets Fund
68%
 
Pear Tree Polaris Foreign Value Fund
9%
 
Pear Tree Polaris Foreign Value Small Cap Fund
54%
 

* In January 2011, Pear Tree Quality Fund replaced its Sub-Adviser and began to pursue a different investment strategy.  This Fund is expected to have low turnover.

(f)           Description of Benchmark Indices.
 
The following are descriptions of indices against which the Pear Tree Funds measure their performance.
 
Small Cap Fund measures its performance against the Russell 2000® Index.  The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000® Index representing approximately 10 percent of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.  The Russell 2000 Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.
 
Micro Cap Fund measures its performance against the Russell Microcap® Index.  The Russell Microcap Index measures the performance of the microcap segment of the U.S. equity market.  Microcap stocks make up less than 3 percent of the U.S. equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000 Index, plus the next smallest eligible securities by market cap.  The Russell Microcap Index is constructed to provide a comprehensive and unbiased barometer for the microcap segment trading on national exchanges, while excluding lesser-regulated OTC bulletin board securities and pink-sheet stocks due to their failure to meet national exchange listing requirements. The Russell Microcap is completely reconstituted annually to ensure larger stocks do not distort performance and characteristics of the true microcap opportunity set.
 
Quality Fund measures its performance against the S&P 500 Index®.  The S&P 500 includes 500 leading companies in leading industries of the U.S. economy. Although the S&P 500 focuses on the large cap segment of the market, with approximately 75 percent coverage of U.S. equities, it is serves as a proxy for the total market.  The S&P 500 is part of a series of S&P U.S. indices that have been used as building blocks for portfolio construction.  S&P 500 is maintained by the S&P Index Committee, a team of Standard & Poor’s economists and index analysts, who meet on a regular basis. The Index Committee also monitors constituent liquidity to ensure efficient portfolio trading while keeping index turnover to a minimum.

Emerging Markets Fund measures its performance against the MSCI Emerging Markets Index®. The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of May 31, 2012, the MSCI Emerging Markets Index consisted of the following emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, the Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.
 
Foreign Value Fund measures its performance against the MSCI EAFE® Index.   The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S.and Canada.  As of May 31, 2012, the MSCI EAFE Index consisted of the following developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom*.
 
Foreign Value Small Cap Fund measures its performance against the S&P Europe, Pacific and Asia (EPAC) Small Cap® Index measures the performance of the smallest companies fromthe European and Pacific countries represented in the S&P Broad Market® Index. The EPAC SmallCap Index representsthe bottom 15% of the total market capital of each country. Index returns are adjusted for withholding taxes applicableto Luxembourg holding companies.
 
Russell 2000 Index and Russell Micro Cap Index are registered trademarks of Russell Investments or its subsidiaries.

MSCI Emerging Markets Index and MSCI EAFE Index are registered trademarks of MSCI Inc. or its subsidiaries.

S&P 500,S&P Europe, Pacific and Asia (EPAC) Small Cap Index and S&P Broad Market Index are registered trademarks of Standard & Poor’s Financial Services LLC or its subsidiaries.


 
INVESTMENT RESTRICTIONS OF THE PEAR TREE FUNDS
 
Fundamental Investment Restrictions.
 
Each Pear Tree Fund has adopted certain fundamental investment restrictions, as listed below, which may not be changed without the affirmative vote of the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Pear Tree Fund.  For this purpose, a majority of the outstanding shares of the Pear Tree Fund means the vote of the lesser of:
 
1.    67 percent or more of the shares represented at a meeting, if the holders of more than 50 percent of the outstanding shares are present in person or by proxy, or
 
2.   More than 50 percent of the outstanding shares of the Pear Tree Fund.
 
Pear Tree Quality Fund and Pear Tree Polaris Foreign Value Small Cap Fund
 
Each of Pear Tree Quality Fund and Pear Tree Polaris Foreign Value Small Cap Fund may not:
 
(1)
Issue senior securities, except to the extent permitted by applicable law, as amended and interpreted or modified form time to time by any regulatory authority having jurisdiction;
 
(2)
Borrow money, except on a temporary basis and except to the extent permitted by applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
 
(3)
Invest in real estate except (a) that the Fund may invest in securities of issuers that invest in real estate or interests therein, securities that are secured by real estate or interests therein, securities of real estate investment trusts, mortgage-backed securities and other securities that represent a similar indirect interest in real estate; and (b) the Fund may acquire real estate or interests therein through exercising rights or remedies with regard to an instrument or security;
 
(4)
Act as an underwriter, except insofar as the Fund technically may be deemed to be an underwriter in connection with the purchase or sale of its portfolio securities;
 
(5)
Make loans, except that the Fund may (i) lend portfolio securities in accordance with the Fund’s investment policies, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, (iv) participate in a credit facility whereby the Fund may directly lend to and borrow money from other affiliated Funds to the extent permitted under the 1940 Act or an exemption therefrom, and (v) make loans in any other manner consistent with applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
 
(6)
Concentrate its investments in securities of companies in any particular industry; or
 
(7)
Invest in commodities or commodity contracts, except that the Fund may invest in currency instruments and currency contracts and financial instruments and financial contracts that might be deemed to be commodities and commodity contracts in accordance with applicable law.
 
Pear Tree Columbia Small Cap Fund, Pear Tree PanAgora Dynamic Emerging Markets Fund and Pear Tree Polaris Foreign Value Fund
 
Each of Pear Tree Columbia Small Cap Fund, Pear Tree PanAgora Dynamic Emerging Markets Fund and Pear Tree Polaris Foreign Value Fund may not:
 
(1)
Purchase any security if as a result a Fund would then hold more than 10% of any class of securities of an issuer (taking all common stock issues of an issuer as a single class, all preferred stock issues as a single class, and all debt issues as a single class) or more than 10% of the outstanding voting securities of an issuer;
 
(2)
Purchase any security if as a result any Fund would then have more than 10% of the value of its net assets (taken at current value) invested in any of the following types of investment vehicles: in securities of companies (including predecessors) less than three years old, in securities which are not readily marketable, in securities which are subject to legal or contractual restrictions on resale (“ restricted securities ”) and in repurchase agreements which have a maturity longer than seven (7) days, provided, however, that no Fund may invest more than 15% of its assets in illiquid securities;
 
(3)
Make short sales of securities or maintain a short position unless at all times when a short position is open the particular Fund owns an equal amount of such securities or securities convertible into, or exchangeable without payment of any further consideration for, securities of the same issue as, and equal in amount to, the securities sold short, and unless not more than 10% of the Fund’s net assets (taken at current value) is held as collateral for such sales at any one time. Such sales of securities subject to outstanding options would not be made. A Fund may maintain short positions in a stock index by selling futures contracts on that index;
 
(4)
Issue senior securities, borrow money or pledge its assets except that a Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and pledge its assets to secure such borrowings. A Fund will not purchase any additional portfolio securities so long as its borrowings amount to more than 5% of its total assets.;
 
(5)
Purchase or retain securities of any company if, to the knowledge of the Funds, officers and Trustees of the Funds or of the Manager or of the Sub-Adviser of the particular Funds who individually own more than 1/2 of 1% of the securities of that company together own beneficially more than 5% of such securities;
 
(6)
Buy or sell real estate or interests in real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
 
(7)
Act as underwriter except to the extent that, in connection with the disposition of Fund securities, it may be deemed to be an underwriter under certain provisions of the federal securities laws;
 
(8)
Make investments for the purpose of exercising control or management;
 
(9)
Participate on a joint or joint and several basis in any trading account in securities;
 
(10)
Write, purchase, or sell puts, calls or combinations thereof, except that the Fund may (i) write covered call options with respect to all of its portfolio securities; (ii) purchase put options and call options on widely recognized securities indices, common stock of individual companies or baskets of individual companies in a particular industry or sector; (iii) purchase and write call options on stock index futures and on stock indices; (iv) sell and purchase such options to terminate existing positions;
 
(11)
Invest in interests in oil, gas or other mineral exploration or development programs, although it may invest in the common stocks of companies that invest in or sponsor such programs;
 
(12)
Make loans, except (i) through the purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness of a type commonly sold privately to financial institutions, (ii) through repurchase agreements and loans of portfolio securities (limited to 30% of the value of a Fund’s total assets). The purchase of a portion of an issue of such securities distributed publicly, whether or not such purchase is made on the original issuance, is not considered the making of a loan;
 
(13)
Invest more than 25% of the value of its total assets in any one industry; or
 
(14)
Invest in commodities or commodity contracts or in puts, calls, or combinations of both, except interest rate futures contracts, options on securities, securities indices, currency and other financial instruments, futures contracts on securities, securities indices, currency and other financial instruments and options on such futures contracts, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants and repurchase agreements entered into in accordance with the fund’s investment policies.
 

 
Pear Tree Columbia Micro Cap Fund
 
Pear Tree Columbia Micro Cap Fund may not:
 
 (1)
purchase any security if as a result the Fund would then hold more than 10% of any class of securities of an issuer (taking all common stock issues of an issuer as a single class, all preferred stock issues as a single class, and all debt issues as a single class) or more than 10% of the outstanding voting securities of an issuer;
 
(2)
purchase any security if as a result the Fund would then have more than 10% of the value of its net assets (taken at current value) invested in any of the following types of investment vehicles: in securities of companies (including predecessors) less than three years old, in securities which are not readily marketable, in securities which are subject to legal or contractual restrictions on resale (“ restricted securities ”) and in repurchase agreements which have a maturity longer than seven (7) days, provided, however, that no Fund may invest more than 15% of its assets in illiquid securities;
 
(3)
make short sales of securities or maintain a short position unless at all times when a short position is open the Fund owns an equal amount of such securities or securities convertible into, or exchangeable without payment of any further consideration for, securities of the same issue as, and equal in amount to, the securities sold short, and unless not more than 10% of the Fund’s net assets (taken at current value) is held as collateral for such sales at any one time. Such sales of securities subject to outstanding options would not be made. The Fund may maintain short positions in a stock index by selling futures contracts on that index;
 
(4)
issue senior securities, borrow money or pledge its assets except that the Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and pledge its assets to secure such borrowings. The Fund will not purchase any additional portfolio securities so long as its borrowings amount to more than 5% of its total assets;
 
(5)
purchase or retain securities of any company if, to the knowledge of the Funds, officers and Trustees of the Funds or of the Manager or of the Adviser of the particular Funds who individually own more than 1/2 of 1% of the securities of that company together own beneficially more than 5% of such securities;
 
(6)
buy or sell real estate or interests in real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
 
(7)
act as underwriter except to the extent that, in connection with the disposition of Fund securities, it may be deemed to be an underwriter under certain provisions of the federal securities laws;
 
(8)
buy or sell commodities, including oil, gas or other natural resources, except that the Fund may buy and sell commodities to the extent permitted by the 1940 Act and it may buy and sell securities of companies engaged in the exploration, production and/or sale of commodities;
 
(9)
make loans, except (i) through the purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness of a type commonly sold privately to financial institutions, (ii) through repurchase agreements and loans of portfolio securities (limited to 30% of the value of the Fund’s total assets). The purchase of a portion of an issue of such securities distributed publicly, whether or not such purchase is made on the original issuance, is not considered the making of a loan; or
 
(10)
invest more than 25% of the value of its total assets in any one industry.
 
Pear Tree Columbia Micro Cap Fund Non-Fundamental Investment Restriction.
 
The Board has adopted an additional investmentrestriction for Pear Tree Columbia Micro Cap. Thisrestriction is an operating policy of that fund and may be changed by the Trustees without shareholder approval. Theadditional restrictions adopted by the Trustees to date include the following:
 
(1)
make investments for the purpose of exercising control or management.
 
The following statements are not part of the investment restriction.
 
Although certain of these policies envision a Pear Tree Fund maintaining a position in a stock index by selling futures contracts on that index and also envision that under certain conditions one or more Pear Tree Funds may engage in transactions in stock index futures and related options, the Pear Tree Funds do not currently intend to engage in such transactions.
 
All percentage limitations on investments, except the percentage limitations with respect to borrowing in fundamental policy (4) above applicable to Pear Tree Columbia Small Cap Fund, Pear Tree PanAgora Dynamic Emerging Markets Fund and Pear Tree Polaris Foreign Value Fund, will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment.
 
In the opinion of the SEC, investments are concentrated in a particular industry if such investments aggregate more than 25 percent of the fund’s total assets. When identifying industries for purposes of its concentration policy, the Fund will rely upon available industry classifications.  The Pear Tree Funds’ policy on concentration does not apply to investments in U.S. government securities.
 
For purposes of fundamental policy 4 aboveapplicable to Pear Tree Columbia Small Cap Fund, Pear Tree PanAgora Dynamic Emerging Markets Fund and Pear Tree Polaris Foreign Value Fund, and fundamental policy 4 aboveapplicable to Pear Tree Columbia Micro Cap Fund, collateral arrangements with respect to the writing of covered call options and options on index futures and collateral arrangements with respect to margin for a stock index future are not deemed to be a pledge of assets and neither such arrangements nor the purchase or sale of stock index futures or the purchase of related options are deemed to be the issuance of a senior security .
 

TRUSTEES AND OFFICERS OF THE TRUST; FUND GOVERNANCE

The tables below identify the current Trustees and officers of the Trust, their ages, their present positions with the Trust, terms of office with the Trust and length of time served, principal occupations over at least the last five years and other directorships/trusteeships held.  Each Trustee and officer holds office for an indefinite term until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal.  The mailing address of each of the Trustees and Officers of the Trust is 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
 

Trustees who are not Interested Persons of the Trust
 
The following individuals are Trustees of the Trust (each, a “ Trustee ”), but not “interested persons” of the Trust, as that term is defined in the 1940 Act.

NAME AND AGE
POSITION HELD WITH TRUST
TERM OF OFFICE / LENGTH OF TIME SERVED
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS 1
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN
OTHER DIRECTORSHIPS HELD BY TRUSTEE
 
Robert M. Armstrong (Born: March 1939)
 
 
Trustee
 
 
Indefinite Term (1985 to present)
 
Independent Director and Consultant services (1998 – Present)
 
6
 
NewPage Corporation (2006- Present); NewPage Holding Corporation(2006- Present); NewPage Group, Inc. (2006- Present)
 
John M. Bulbrook
(Born: July 1942)
 
Trustee
 
Indefinite Term (1985 to present)
CEO and Treasurer, John M. Bulbrook Insurance Agency, Inc. (d/b/a Bulbrook/Drislane Brokerage) (distributor of financial products, including insurance) (1984 – Present);
 
6
None
William H. Dunlap (Born: March 1951)
Trustee
 
 
Indefinite Term (October 2006 to present)
Executive Director, New Hampshire Historical Society, (Feb. 2010 – Present); Principal, William H. Dunlap & Company (consulting firm)(2005 – Present); President, EQ Rider, Inc., (equestrian clothing sales) (1998 – 2008);
Director, Merrimack County Savings Bank (2005 – Present); Director, Merrimack Bank Corp. (2005 – Present)
 
6
None
Clinton S. Marshall (Born: May 1957)
Trustee
Indefinite Term (April 2003 to present)
Owner, Coastal CFO Solutions, outsource firm offering CFO solutions to businesses (1998 – Present);
CFO, Fore River Company (2002 – Present)
6
None

 

 
Trustees and Officers who are Interested Persons of the Trust
 
The following individuals are Trustees or officers of the Trust who are “interested persons” of the Trust, as that term is defined in the 1940 Act.
 

NAME AND AGE
POSITION HELD WITH TRUST
TERM OF OFFICE / LENGTH OF TIME SERVED
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS 1
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN
OTHER DIRECTORSHIPS HELD BY TRUSTEE/OFFICER
Willard L. Umphrey (Born: July 1941)
Trustee, President, Chairman (1985 to present)
Indefinite Term
(1985 to present)
 
Director, U.S. Boston Capital Corporation; President, Pear Tree Advisors, Inc.
       6
U.S. Boston Corporation; U.S. Boston Asset Management Corporation; Pear Tree Advisors, Inc.; Pear Tree Partners Management LLC;  USB Corporation; USB Greenville - 86, Inc.; USB Atlantic Associates, Inc.; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation
 
Leon Okurowski (Born: December 1942)
Vice President, Treasurer
(1985 to present)
(1985 to present)
Director and Vice President, U.S. Boston Capital Corporation; Treasurer, Pear Tree Advisors, Inc.; Trustee, Pear Tree Funds (4/17/1985 – 9/30/2004)
      N/A
Everest USB Canadian
Storage, Inc.; Pear Tree Advisors, Inc.; U.S. Boston Corporation; U.S. Boston Asset Management Corporation; MedCool, Inc., USB Corporation; USB Everest Management, LLC; USB Everest Storage LLC; USB Greenville - 86, Inc.; USB Atlantic Associates, Inc.; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation
 
Deborah A. Kessinger (Born: May 1963)
Assistant Clerk and
Chief Compliance Officer
 
(April 2005 to Present)
Senior Counsel (since 9/04), President (since 8/07) and Chief Compliance Officer (since 12/05), U.S. Boston Capital Corporation; Senior Counsel (since 9/2004) and Chief Compliance Officer (since 10/2006), Pear Tree Advisors, Inc.; Chief Compliance Officer and General Counsel, Wainwright Investment Counsel, LLC (investment management firm) (2000-2004); Compliance Attorney, Forefield, Inc. (software provider) (2001-2004) and Compliance Consultant (2007 to present)
 
N/A
None
Diane Hunt (Born: February 1962)
Assistant Treasurer
(June 2010 to Present)
Controller (Since 3/2010) Pear Tree Advisors, Inc.; Accountant (Since 1984) U.S. Boston Capital Corporation
 
N/A
None
Kelly Lavari (Born: April 1967)
Clerk
 
(November 2010 to Present)
 Regulatory Compliance Manager (since April 2008), Legal and Compliance Associate (4/2005-4/2008) Pear Tree Advisors, Inc.
N/A
None

Notes:
 
1.
The principal occupations of the Trustees and officers of the Trust for the last five years have been with the employers shown above; although in some cases they have held different positions with such employers.
 
2.
Mr. Umphrey is an “interested person” (as defined in the 1940 Act) of the Trust. Mr. Umphrey has been determined to be an “Interested Trustee” by virtue of, among other things, his affiliation with the Manager and the Pear Tree Funds’ distributor, U.S. Boston Capital Corporation (“ Distributor ”).
 
 
Unless disclosed in a table above, no Trustee or officer of the Pear Tree Funds held during the past five
 
 years any directorship in a company with a class of securities registered pursuant to Section 12 of the
 
Securities Exchange Act of 1934, or subject to the requirements of Section 15(d) of that act or any
 
company registered as an investment company under the 1940 Act.

Leadership Structure, Qualifications and Responsibilities of the Board of Trusteesof the Trust
 
The Trustees of the Trust are responsible for the oversight of the business of the Trust. The Trustees meet periodically throughout the year to oversee the Pear Tree Funds’ activities, review contractual arrangements with companies that provide services to the Pear Tree Funds and review the Pear Tree Funds’ performance.  The Trustees have the authority to take all actions necessary in connection with their oversight of the business affairs of the Trust, including, among other things, approving the investment objectives, policies and procedures for the Pear Tree Funds.  The Trust enters into agreements with various entities to manage the day-to-day operations of the Pear Tree Funds, including the Manager and the Sub-Advisers, administrator, transfer agent, distributor and custodian.  The Trustees are responsible for approving these service providers, approving the terms of their contracts with the Pear Tree Funds, and exercising general service provider oversight.  The Trustees have engaged the Manager to manage each Pear Tree Fund on a day-to-day basis subject to their oversight.
 
Leadership Structure and the Board of Trustees.
 
The Board is currently composed of five (5) Trustees, including four (4) Trustees who are not “interested persons” of any Pear Tree Fund, as that term is defined in the 1940 Act (each an “ Independent Trustee ”). The other Trustee is affiliated with each of the Manager and the Distributor.
 
The Board has appointed Mr. Umphrey to serve in the role of Chairman. Mr. Umphrey is the President of the Manager and a director of the Distributor.  The Independent Trustees have designated Mr. Bulbrook as the Lead Independent Trustee.  The Lead Independent Trustee participates in the preparation of agendas for the Board meetings. The Lead Independent Trustee also acts as a liaison between meetings with the Trust’s officers, other Trustees, the Manager, other service providers and counsel to the Independent Trustees.  The Lead Independent Trustee may also perform such other functions as may be requested by the other Independent Trustees from time to time.  The Board has determined that the Board’s leadership and committee structure is appropriate because it provides a structure for the Board to work effectively with management and service providers and facilitates the exercise of the Board’s independent judgment.  The Board’s leadership structure permits important roles for the President of the Manager, who serves as Chairman of the Trust and oversees the Manager’s day-to-day management of the Pear Tree Funds, and the Independent Trustees, through the designation of a Lead Independent Trustee and the participation of the other Independent Trustees.  In addition, the Audit Committee provides for: (1) effective oversight of accounting and financial reporting responsibilities, and (2) the ability to meet independently with independent counsel and outside the presence of management on governance and related issues.  Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, the designation of Chairman or Lead Independent Trustee does not impose on such Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board generally.  The Board conducts an annual evaluation of the performance of the Board, including the effectiveness of (i) the Audit Committee and the structure of having a single committee, (ii) the Board’s oversight of the Pear Tree Funds, and (iii) the Board development and implementation governance policies.  The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Pear Tree Funds.
 
Oversight of Risk.
 
The Board oversees risk as part of its general oversight of the Pear Tree Funds.  The Pear Tree Funds are subject to a number of risks, including investment, compliance, financial, operational and valuation risks.  The Pear Tree Funds’ officers, the Manager and other Fund service providers perform risk management as part of the day-to-day operations of the Pear Tree Funds. The Board recognizes that it is not possible to identify all risks that may affect the Pear Tree Funds, and that it is not possible to develop processes or controls to eliminate all risks and their possible effects. Risk oversight is addressed as part of various Board and Audit Committee activities, including the following: (1) at regular Board meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to the performance and operations of the Pear Tree Funds; (2) reviewing the compliance policies and procedures of the Trust (including the Pear Tree Funds), the Manager and the Sub-Advisers; (3) meeting with investment personnel to review investment strategies, techniques and the processes used to manage related risks; (4) receiving and reviewing reports regarding key service providers; (5) receiving reports from the Chief Compliance Officer of the Pear Tree Funds and other senior officers of the Trust and the Manager regarding compliance matters affecting the Trust (including the Pear Tree Funds) and their service providers; and (6) meeting with the Manager’s personnel to discuss risks related to the Pear Tree Funds’ investments.  The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
 
The Board has established one standing committee, as described below:
 
Audit Committee.
 
The purpose of the Audit Committee is to oversee generally the Trust’s accounting and financial reporting policies and practices, internal controls and, as appropriate, the internal controls of certain service providers; to oversee generally the quality and objectivity of financial statements and the independent audit thereof; to appoint or replace the independent registered public accounting firm (the “ Auditor ”) for the Trust and to act as a liaison between the Auditor and the full Board.  The Audit Committee is comprised of all of the Independent Trustees.  Mr. Marshall is the Chairman of the Audit Committee.  In performing its oversight function the Audit Committee has, among other things, specific power and responsibility to: (1) oversee the Trust’s accounting and financial reporting policies and practices, internal control over the Trust’s financial reporting and, as appropriate, the internal control over financial reporting of service providers; (2) to oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; (3) to approve, prior to appointment by the Board, the engagement of the Trust’s independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Trust’s independent registered public accounting firm; and (4) to act as a liaison between the Auditor and the Board.
 
The Audit Committee also acts as a nominating committee, as necessary from time to time, to identify, interview and recommend to the full Board candidates for consideration as nominees to serve as Independent Trustees.  Neither the Audit Committee nor the Trust has adopted procedures for shareholders to submit recommendations for nomination as a Trustee.
 
The Audit Committee meets as often as necessary or appropriate to discharge its functions and will meet at least once annually.  During the fiscal year ended March 31, 2012, the Audit Committee met three times.
 
Trustees’ Qualifications and Experience.
 
The governing documents for the Trust do not set forth any specific qualifications to serve as a Trustee.  As noted above, a majority of the Board are Independent Trustees. Among the attributes and skills common to all Trustees are the ability to review, evaluate and discuss information and proposals provided to them regarding the Pear Tree Funds, the ability to interact effectively with the Manager and other service providers, and the ability to exercise independent business judgment.  Each Trustee’s ability to perform his duties effectively has been attained through: (1) the individual’s business and professional experience and accomplishments; (2) the individual’s experience working with the other Trustees and management; (3) the individual’s prior experience serving in executive positions and/or on the boards of other companies and organizations; and (4) the individual’s educational background, professional training, and/or other experiences.  Generally, no one factor is decisive in determining that an individual should serve as a Trustee.   Set forth below is a brief description of the specific experience of each Trustee.  Additional details regarding the background of each Trustee are included in the chart earlier in this section.
 
Robert M. Armstrong. Mr. Armstrong has served as a Trustee since 1985. Mr. Armstrong has more than 30 years of business experience in the real estate and consulting areas, including serving as a chief financial officer. Mr. Armstrong also serves on the board of a public company.
 
John M. Bulbrook . Mr. Bulbrook has served as a Trustee since 1985. He serves as the current Lead Independent Trustee. Mr. Bulbrook has more than 30 years of experience in the insurance and risk management industry, including serving as chief executive officer of a distributor of insurance products.
 
William H. Dunlap. Mr. Dunlap has served as a Trustee since 2006.  Mr. Dunlap has more than 30 years of experience in consumer sales, consulting and non-profit management, including senior management experience.  Mr. Dunlap also serves on the board of directors of a bank holding company and its savings bank subsidiary.
 
Clinton S. Marshall. Mr. Marshall has served as a Trustee since 2003. He currently serves as the Chairman of the Audit Committee.  Mr. Marshall has over 30 years of business and financial experience, including time as Chief Financial Officer. Through his company Mr. Marshall serves as the chief financial officer and in other financial capacities for a number of startup and more established businesses throughout northern New England.  Additionally, Mr. Marshall has also served on the board of directors of other corporations.
 
Willard L. Umphrey.   Mr. Umphrey has served as a Trustee since 1985. He is the President of the Manager and a director of the Distributor.
 

 
Trustee Compensation
 
The Pear Tree Funds currently pay each Independent Trustee an annual retainer of $27,000.  Additionally, the Pear Tree Funds pay each of the Lead Independent Trustee and the Chairperson of the Audit Committee an additional annual retainer of $3,000.  The pro rata share of such compensation paid by the Fund is based on the Fund’s average net assets as a percentage of the average net assets of all of the Pear Tree Funds.
 

COMPENSATION TABLE
for the fiscal year ended March 31, 2012

 
 
Name of Trustee
Aggregate Compensation from
the Trust
Pension or Retirement Benefits Accrued As Part of Fund Expenses
Estimated Annual Benefits Upon
Retirement
Total Compensation From the Trust and Fund Complex
Paid to Trustee
 
Robert M. Armstrong
 
$21,000
N/A
N/A
$21,000
John M. Bulbrook
 
$23,250
N/A
N/A
$23,250
William H. Dunlap
 
$21,000
N/A
N/A
$21,000
Clinton S. Marshall
 
$24,000
N/A
N/A
$24,000

For the fiscal year ended March 31, 2012, each Independent Trustee was paid a retainer of $21,000 per annum.  Additionally, the Chairman of the Audit Committee was paid an additional retainer of $24,000 per annum.
 
[The Manager, not the Pear Tree Funds, paid Mr. Umphrey and Mr. Okurowski an annual fee of $21,000 for services rendered during the fiscal year ended March 31, 2012, as officers of the Trust.]
 
The Second Amended and Restated Agreement and Declaration of Trust of the Trust provides that the Pear Tree Funds will indemnify their Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Pear Tree Funds, except if it is determined in the manner specified in the Second Amended and Restated Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust or that such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties.  The Pear Tree Funds, at their expense, will provide liability insurance for the benefit of their Trustees and officers.
 
At June 30, 2012, the officers and Trustees as a group owned in the aggregate the following percentages of outstanding Ordinary Shares and Institutional Shares.*

Ordinary Shares                                           Institutional Shares
Pear Tree Columbia Small Cap Fund
Pear Tree Quality Fund
Pear Tree PanAgora Dynamic Emerging Markets Fund
Pear Tree Polaris Foreign Value Fund
Pear Tree Polaris Foreign Value Small Cap Fund

*  Reflects ownership by the Manager and Distributor.  Mr. Okurowski and Mr. Umphrey are majority owners of the Manager and Distributor.

TRUSTEE SHARE OWNERSHIP TABLE
For the Calendar Year ended December 31, 2011


INDEPENDENT TRUSTEES:

 
 
 
 
Name of Trustee
 
Dollar Range of Equity Securities in Small CapFund
 
Dollar Range of Equity Securities in Micro CapFund
 
Dollar Range of Equity Securities in Quality Fund
 
Dollar Range of Equity Securities in Emerging Markets Fund
 
Dollar Range of Equity Securities in Foreign ValueFund
Dollar Range of Equity Securities in Foreign Value Small Cap   Fund
Robert M. Armstrong
           
John M. Bulbrook
           
William H. Dunlap
 
           
Clinton S. Marshall
           

 

INTERESTED TRUSTEE:

 
 
 
 
Name of Trustee
 
Dollar Range of Equity Securities in Small CapFund
 
Dollar Range of Equity Securities in Micro CapFund
 
Dollar Range of Equity Securities in Quality Fund
 
Dollar Range of Equity Securities in Emerging Markets Fund
 
Dollar Range of Equity Securities in Foreign ValueFund
Dollar Range of Equity Securities in Foreign Value Small CapFund
Aggregate Dollar Range of Equity Securities in Pear Tree Fund Complex
Willard L. Umphrey
             
.
.








PRINCIPAL SHAREHOLDERS

As of June 30, 2012, each of the following persons owned 5 percent or more of the classes of the following Funds. Beneficial owners of 25 percent or more of Class are presumed to be in control of the Class for the purposes of voting on certain matters submitted to shareholders.

PEAR TREE COLUMBIA SMALL CAP FUND
NAME AND ADDRESS
% OF OUTSTANDING ORDINARY SHARES
     
     
     
     
     
PEAR TREE COLUMBIA SMALL CAP FUND
NAME AND ADDRESS
% OF OUTSTANDING INSTITUTIONAL SHARES
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 
PEAR TREE QUALITY FUND
 
 
NAME AND ADDRESS
% OF OUTSTANDING ORDINARY SHARE S
     
PEAR TREE QUALITY FUND
NAME AND ADDRESS
 
 
 
 
 
% OF OUTSTANDING INSTITUTIONAL SHARES
 
 
 
 
 
PEAR TREE PANAGORA DYNAMIC EMERGING MARKETS FUND
 
NAME AND ADDRESS
 
% OF OUTSTANDING ORDINARY SHARES
 
       
       
       
       
       
       
       
PEAR TREE PANAGORA DYNAMIC EMERGING MARKETS FUND
NAME AND ADDRESS
 
% OF OUTSTANDING INSTITUTIONAL SHARES
 
       
       
       
       
       
       
       
       

 
PEAR TREE POLARIS FOREIGN VALUE FUND
NAME AND ADDRESS
% OF OUTSTANDING ORDINARY SHARES
     
     
     
     
     
     
     
PEAR TREE POLARIS FOREIGN VALUE FUND
NAME AND ADDRESS
 
% OF OUTSTANDING INSTITUTIONAL SHARES
     
     
     
     
     
     
     
     
     
PEAR TREE POLARIS FOREIGN VALUE SMALL CAP FUND
NAME AND ADDRESS
% OF OUTSTANDING ORDINARY SHARES
     
     
     
PEAR TREE POLARIS FOREIGN VALUE SMALL CAP FUND
NAME AND ADDRESS
% OF OUTSTANDING INSTITUTIONAL SHARES
     
     
     
     
     
     
     
     


As of the date of this SAI, all of the outstanding Ordinary and Institutional Shares of Pear Tree Columbia Micro Cap Fund are owned by the Manager or an affiliate, which provided the seed capital for the Fund.


THE MANAGER AND THE SUB-ADVISERS

The Manager
 
The Manager is an affiliate of U.S. Boston Capital Corporation, the Pear Tree Funds’ Distributor, which is a wholly owned subsidiary of U.S. Boston Corporation. Willard L. Umphrey, CFA, President and Trustee of the Trust, Leon Okurowski, Treasurer of the Trust, individually and jointly with their spouses, together own 100 percent of the Manager’s outstanding voting securities. Messrs. Umphrey and Okurowski also are affiliates of U.S. Boston Capital Corporation.
 
The Management Contract
 
Under the terms of the management agreement (the “ Management Contract ”), the Manager may, subject to the approval of the Trustees, manage a Pear Tree Fund itself orselect a sub-adviser to manage the Fund. In the latter case, the Manager monitors the Sub-Advisers’ investment program and results, reviews brokerage matters, oversees compliance by the Pear Tree Funds with various federal and state statutes and the Pear Tree Funds’ own investment objectives, policies, and restrictions and carries out the directives of the Trustees. In each case, the Manager also provides the Pear Tree Funds with office space, office equipment, and personnel necessary to operate and administer the Pear Tree Funds’ business, and provides general management and administrative services to the Pear Tree Funds, including overall supervisory responsibility for the management and investment of the Pear Tree Funds’ securities portfolios and for the provision of services by third parties such as the Pear Tree Funds’ custodian.
 
The Management Contract continues in force from year to year, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Manager or the Pear Tree Funds, and by (ii) either the majority vote of all the Trustees or the vote of a majority of the outstanding voting securities of each Pear Tree Fund. The Management Contract automatically terminates on assignment, and is terminable on 60 days’ written notice by either party.
 
In addition to the management fee, the Pear Tree Funds pay all expenses not assumed by the Manager, including, without limitation, fees and expenses of the Trustees, interest charges, taxes, brokerage commissions, expenses of issue or redemption of shares, fees and expenses of registering and qualifying the Trust and shares of the respective the Pear Tree Funds for distribution under federal and state laws and regulations, charges of custodians, auditing and legal expenses, expenses of determining net asset value of the Pear Tree Funds’ shares, reports to shareholders, expenses of meetings of shareholders, expenses of printing and mailing Prospectuses and proxies to existing shareholders, and their proportionate share of insurance premiums and professional association dues or assessments. All general Pear Tree Fund expenses are allocated among and charged to the assets of the respective the Pear Tree Funds and class thereof in accordance with the Pear Tree Funds’ Multi-class Plan pursuant to Rule 18f-3 under the 1940 Act (the “ 18f-3 Plan ”), which may be based on the relative net assets of each Pear Tree Fund and Class. In addition, the Board approves reimbursements to the Manager for certain costs associated with providing regulatory and compliance services to the Pear Tree Funds.  For the twelve months ended March 31, 2012, the Trustees have approved reimbursements that amounted to $189,252.  The Pear Tree Funds are also responsible for such non-recurring expenses as may arise, including litigation in which the Pear Tree Funds may be a party, and other expenses as determined by the Trustees.  The Pear Tree Funds may have an obligation to indemnify their officers and Trustees with respect to such litigation.
 
The Pear Tree Fundsand the Manager have received an exemptive order from the SEC that permits the Manager, subject to certain conditions, to enter into or amend an agreement with an Sub-Adviser (an “ Advisory Contract ”) without obtaining shareholder approval. With Trustee approval, the Manager may employ a new Sub-Adviser for a Pear Tree Fund, change the terms of the Advisory Contracts, or enter into new Advisory Contracts with an unaffiliated Sub-Adviser. The Manager retains ultimate responsibility to oversee the Sub-Advisers and to recommend their hiring, termination, and replacement. Shareholders of a Pear Tree Fund continue to have the right to terminate the Advisory Contract applicable to that Pear Tree Fund at any time by a vote of the majority of the outstanding voting securities of the Pear Tree Fund. Shareholders will be notified of any Sub-Adviser changes or other material amendments to an Advisory Contract that occurs under these arrangements.
 
As compensation for services rendered, each Pear Tree Fund pays the Manager a monthly management fee at the annual rate of: 1.00 percent of the average daily net assets.
 
The Manager received fees for services rendered for the three most recently ended fiscal years as follows:

 
Fiscal Years Ended March 31,
Fund Name
2010
2011
2012
Pear Tree Columbia Small Cap Fund
$881,422
$1,076,125
$
Pear Tree Columbia Micro Cap Fund
N/A
N/A
$
Pear Tree Quality Fund
$515,394
$518,747*
$
Pear Tree PanAgora Dynamic Emerging Markets Fund
$2,530,891
$2,180,211
$
Pear Tree Polaris Foreign Value Fund
$3,926,670
$4,116,999
$
Pear Tree Polaris Foreign Value Small Cap Fund
$759,908
$1,029,883
$
* Includes waiver by the manager of its management fee in the amount of $______
 
Pear Tree Columbia Micro Cap Fund is new and thus, the Manager did not receive any fee for serving as the investment manager for the fiscal year ended March 31, 2011 or March 31, 2012.
 
A discussion regarding the basis for the Board’s approval of the Management Contract and each Advisory Contract relating to a Pear Tree Fund will be included inthe Pear Tree Fund's Semi-Annual report to shareholders for the period ended September 30, 2012. You can request the Pear Tree Fund’s most recent annual and semi-annual reports free of charge, by contacting your plan sponsor, broker-dealer, or financial intermediary, or by contacting a Pear Tree Fund representative at1-800-326-2151. The reports are also available, free of charge, on www.peartreefunds.com .
 


 
Fee Waivers/Expense Limitations.
 
Pear Tree Columbia Small Cap Fund
 
The Manager is contractually obligated to assume expenses of Pear Tree Columbia Small Cap Fund, if necessary, in order to reduce its total expenses to no more than 2.00 percent of average daily net assets for any fiscal year. This agreement limits expenses at the fund level and not at the individual share class level. Accordingly, the fees of any individual class may be higher than the expense limitation because the expense limit calculation adds the expenses of the different classes together and then divides that number by the total average net assets of the Pear Tree Fund. Expenses eligible for reimbursement under all applicable expense limitations do not include interest, taxes, brokerage commissions or extraordinary expenses. As a result, and as indicated above, total expenses may be higher than the expense limitation applicable for the Pear Tree Fund. No such reductions in compensation were necessary for the fiscal year ended March 31, 2012.
 
Pear Tree Columbia Micro Cap Fund
 
The Manager has voluntarily agreed to assume expenses of Pear Tree Columbia Micro Cap Fund, if necessary, in order to reduce its total expenses relating to Ordinary Shares to no more than 2.25 percent of average daily net assets for any fiscal year and its total expenses relating to Institutional Shares to no more than 2.00 percent of average daily net assets. Expenses eligible for reimbursement under all applicable expense limitations do not include interest, taxes, brokerage commissions or extraordinary expenses. As a result, and as indicated above, total expenses may be higher than the expense limitation applicable for the Pear Tree Fund.
 
Pear Tree Quality Fund
 
The Manager has agreed until [______________] to waive 0.15 percent of its management fee if Pear Tree Quality Fund’s average daily net assets are up to $100 million and 0.25 percent of its management fee if Pear Tree Quality Fund’s average daily net assets are $100 million or more.  The Manager also has agreed until [______________] to waive or reimburse Pear Tree Quality Fund expenses relating to Institutional Shares such that the total annual fund operating expenses relating to Institutional Shares is not greater than 1.00 percent.  The Board has the right to terminate either or both arrangements relating to Pear Tree Quality Fund in its discretion.
 
For the fiscal year ended March 31, 2012 the Manager waived its management fee and reimbursed Pear Tree Quality Fund for its expenses in the aggregate amount of $_____.
 
The Sub-Advisers
 
Pear Tree Columbia Small Cap Fund, Pear Tree Columbia Micro Cap Fund and Pear Tree Quality Fund
 
Columbia Partners, L.L.C., Investment Management, (“ Columbia ”) 5425 Wisconsin Avenue, Suite 700, Chevy Chase, Maryland 20815 serves as the Sub-Adviser to each of Pear Tree Columbia Small Cap Fund, Pear Tree Columbia Micro Cap Fund and Pear Tree Quality Fund. As of June 30, 2012, Columbia had approximately $___ billion in assets under management for individual, pension plan and endowment accounts and other institutional accounts.  Until January 27, 2011, Analytic Investors, LLC (“ Analytic ”), 555 West Fifth Street, 50 th Floor, Los Angeles, California 90013, served as Sub-Adviser to Pear Tree Quality Fund.
 
Pear Tree PanAgora Dynamic Emerging Markets Fund
 
PanAgora Asset Management, Inc. (“ PanAgora ”), 470 Atlantic Avenue, 8 th Floor, Boston, Massachusetts 02110 serves as Sub-Adviser to Pear Tree PanAgora Dynamic Emerging Markets Fund. As of June 30, 2012, PanAgora had approximately $___ billion in assets under management in portfolios of institutional pension and endowment funds, among others. Putnam Investments LLC, an investment Sub-Adviser which is a wholly owned subsidiary of Great West Lifeco, Inc., is a majority owner and thus a control person of PanAgora.
 
Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund
 
Polaris Capital Management, LLC. (“ Polaris ”), 125 Summer Street, Boston, Massachusetts 02110 serves as Sub-Adviser to Pear Tree Polaris Foreign Value Fund and Foreign Value Small Cap Fund. As of June 30, 2012, Polaris had $___ billion under management for institutional clients and wealthy individuals. Bernard R. Horn, Jr. is the majority owner and is thus a control person of Polaris.
 
Advisory Contracts
 
The Manager has an Advisory Contract relating to a Pear Tree Fund with the Sub-Adviser to that Fund.  The terms of each Advisory Contract generally are the same.  Pursuant to each Advisory Contract, the Sub-Adviser to the Pear Tree Fund furnishes an investment program for the Fund (except in the case of Pear Tree Quality Fund, in which the Manager selects the target portfolio), makes investment decisions on behalf of the Pear Tree Fund, places all orders for the purchase and sale of portfolio investments for the Pear Tree Fund’s account with brokers or dealers selected by such Sub-Adviser and may perform certain limited, related administrative functions in connection therewith.
 
The Advisory Contract provides that it will continue in force for two years from its date, and from year to year thereafter, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Sub-Adviser, the Manager or the Pear Tree Funds, and by (ii) either the majority vote of all of the Trustees or the vote of a majority of the outstanding voting securities of the Pear Tree Fund. The Advisory Contract may be terminated without penalty by vote of the Trustees or the shareholders of the Pear Tree Fund, or by the Manager on not less than 30 days’ written notice or more than 60 days’ written notice or by the Sub-Adviser on not less than 30 days’  or more than 60 days’ written notice. The Advisory Contract may be amended without a vote of the shareholders of the Pear Tree Fund. The Advisory Contract also terminates without payment of any penalty in the event of its assignment and in the event that for any reason the Management Contract between the Trust and the Manager terminates generally or terminates with respect to the Pear Tree Fund.
 
The Advisory Contract provides that the Sub-Adviser shall not be subject to any liability to the Pear Tree Funds or to the Manager or to any shareholder of the Pear Tree Funds for any act or omission in the course of or connected with the rendering of services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties on the part of the Sub-Adviser.
 
For services rendered, the Manager pays to the Sub-Adviser of the Pear Tree Fund a fee based on a percentage of the average daily total net assets of the Pear Tree Fund. The fee for each Pear Tree Fund is determined separately.  Currently, the fees paid by the Manager to the Sub-Advisers are as follows:
 
 
Advisory Fee Rates
Pear Tree Columbia Small Cap Fund
0.47% of average daily total net assets
Pear Tree Columbia Micro Cap Fund
0.47% of average daily total net assets
Pear Tree Quality Fund*
0.10% of the first $100 million,
0.08% of the next $150 million, and
0.06% of amounts in excess of $250 million, with a $100,000 annual minimum.
Pear Tree PanAgora Dynamic Emerging Markets Fund
0.47% of the first $300 million of average daily net assets, and
 
0.50% of amounts in excess of $300 million of average daily net assets
 
Pear Tree Polaris Foreign Value Fund
0.35% of the first $35 million,
0.40% of amounts in excess of $35 million but less than $200 million and
0.50% of assets in excess of $200 million of average daily total net assets
Pear Tree Polaris Foreign Value Small Cap Fund
0.35% of the first $35 million and
0.40% of amounts in excess of $35 million but less than $200 million and
0.50% of amounts in excess of $200 million.
* Prior to January 27, 2011, this Fund was managed by Analytic, who was paid a fee based at the rates of (a) from January 1, 2009 through December 31, 2009 the fee paid is 0.425 percent of the first $100 million and 0.40 percent of amounts in excess of $100 million, and (b) after December 31, 2009, 0.45 percent of the first $100 million and 0.40 percent of amounts in excess of $100 million.
 
For services rendered for the three most recently ended fiscal years, the applicable Sub-Adviser received fees of, as follows:
 
 
Fiscal Years Ended March 31,
 
Sub-Adviser
2010
2011
2012
Pear Tree Columbia Small Cap Fund
Columbia
$414,269
$505,779
$
Pear Tree Columbia Micro Cap Fund
Columbia
N/A
N/A
$
Pear Tree Quality Fund
Columbia**
$219,042
$204,922*
$
Pear Tree PanAgora Dynamic Emerging Markets Fund
PanAgora
$1,012,356
$872,084
$
Pear Tree Polaris Foreign Value Fund
Polaris
$1,760,930
$1,841,000
$
Pear Tree Polaris Foreign Value Small Cap Fund
Polaris
$286,994
$394,076
$
* No subadvisory fees were paid because Pear Tree Columbia Micro Cap Fund is new.
 
** Prior to January 27, 2011, this Fund was managed by Analytic.  In the year ended March 31, 2011, Analytic received $187,654 and Columbia received $17,268.
 

 
Portfolio Managers
 
The portfolio managers for the Pear Tree Fund are listed below.In some instances a portfolio manager manages other investment companies and/or investment accounts in addition to the Pear Tree Fund for which he or she serves as portfolio manager. The following table show, as of March 31, 2012, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.
 
Pear Tree Columbia Small Cap Fund – Columbia (as of March 31, 20121 )

Portfolio Manager:
Category
Number of All Accounts
Total Assets of     All Accounts
Number of Accounts Paying a Performance Fee
Total Assets of Accounts Paying a Performance Fee
Robert A. von Pentz
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
Rhys Williams
         
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
*For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

Pear Tree Columbia Micro Cap Fund – Columbia (as of March 31, 2012 )

Portfolio Manager:
Category
Number of All Accounts
Total Assets of     All Accounts
Number of Accounts Paying a Performance Fee
Total Assets of Accounts Paying a Performance Fee
Robert A. von Pentz
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
Dan Goldstein
         
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
*For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

Pear Tree Quality Fund – Columbia (as of March 31, 2012)

Portfolio Manager:
Category
Number of All Accounts
Total Assets of All Accounts*
Number of Accounts Paying a Performance Fee
Total Assets of Accounts Paying a Performance Fee
Robert A. von Pentz
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
* For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

Pear Tree PanAgora Dynamic Emerging Markets Fund – PanAgora (as of March 31, 2012)

Joel G. Feinberg
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
Dmitri Kantsyrev, Ph.D., CFA
         
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
Ronald Hua, CFA**
         
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
Sanjoy Ghosh, Ph.D.
         
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
 
*
For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.
 
**
Mr. Hua resigned from PanAgora effective August  [  ] 2011

Pear Tree Polaris Foreign Value Fund - Polaris (as of March 31, 2012)

Portfolio Manager:
Category
Number of All Accounts
Total Assets of     All Accounts*
Number of Accounts Paying a Performance Fee
Total Assets of Accounts Paying a Performance Fee
Bernard R. Horn, Jr.
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
Sumanta Biswas, CFA
         
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       

Pear Tree Polaris Foreign Value Small Cap Fund – Polaris (as of March 31, 2012)

Portfolio Manager:
Category
Number of All Accounts
Total Assets of     All Accounts*
Number of Accounts Paying a Performance Fee
Total Assets of Accounts Paying a Performance Fee
Bernard R. Horn, Jr.
 
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
         
Sumanta Biswas, CFA
 
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
         
Bin Xiao, CFA
(Analyst)
Registered Investment Companies
       
Other Pooled Investment Vehicles
       
Other Accounts
       
         
* For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies excluding the Pear Tree Funds.

The following table shows the dollar range of shares of a Fund that were beneficially owned by each portfolio manager as of the Pear Tree Fund’s most recent fiscal year most recently ended.

Pear Tree Fund (Portfolio Manager)
Dollar Range of Equity Securities Owned
             
Pear Tree Columbia Small Cap Fund (Columbia)
$0 - $10,000
$10,001 -
$50,000
$50,001 - $100,000
$100,001 - $500,000
$100,001 - $500,000
Over $500,000
Robert A. von Pentz
           
Rhys Williams
           
             
Pear Tree Columbia Micro Cap Fund (Columbia)
$0 - $10,000
$10,001 -
$50,000
$50,001 - $100,000
$100,001 - $500,000
$100,001 - $500,000
Over $500,000
Robert A. von Pentz
           
Dan Goldstein
           
             
Pear Tree Quality Fund (Columbia)
$0 - $10,000
$10,001 -
$50,000
$50,001 - $100,000
$100,001 - $500,000
$100,001 - $500,000
Over $500,000
Robert A. von Pentz
           
             
Pear Tree PanAgora Dynamic Emerging Markets Fund
(PanAgora)
$0 - $10,000
$10,001 -
$50,000
$50,001 - $100,000
$100,001 - $500,000
$100,001 - $500,000
Over $500,000
Joel G. Feinberg
           
Dmitri Kantsyrev, Ph.D., CFA
           
Ronald Hua, CFA
           
Sanjoy Ghosh, Ph.D.
           
Pear Tree Polaris Foreign Value Fund (Polaris)
$0 - $10,000
$10,001 -
$50,000
$50,001 - $100,000
$100,001 - $500,000
$100,001 - $500,000
Over $500,000
Bernard R. Horn, Jr.
           
Sumanta Biswas, CFA
           
Pear Tree Polaris Foreign Value Small Cap Fund (Polaris)
$0 - $10,000
$10,001 -
$50,000
$50,001 - $100,000
$100,001 - $500,000
$100,001 - $500,000
Over $500,000
Bernard R. Horn, Jr.
           
Sumanta Biswas, CFA
           
Bin Xiao
           

Conflicts of Interests
 
It is possible that conflicts of interest may arise in connection with a portfolio managers’ management of the Pear Tree Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Pear Tree Fund and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between the Pear Tree Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Pear Tree Fund. In some cases, another account managed by a portfolio manager may compensate the investment sub-adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.
 
Sub-Adviser Compensation Structure and Method Used to Determine Compensation
 
Columbia
 
The portfolio managers are compensated with a base salary, bonus, and dividends from their ownership of Columbia. The base salary is fixed. The bonus is based on a formula which takes into account the revenues generated by each product category (based upon a fixed percentage of any applicable management fees received) and by the relative performance vs. comparable peer group managers.  The universe of managers against which we measure our portfolio managers’ performance is the PSN Small Cap manager universe which we analyze using SPAR, a research tool made available to us through FactSet. The universe tracks the performance of institutional managers managing portfolios of a similar investment style and allows us to determine how our managers’ performance compares to other managers with similar styles. Our managers are incented to perform well over time and the weightings for performance – both against the benchmark and the peer group – are measured on the average of rolling 12 month and 36 month periods to ensure that short term results do not drive compensation. Mr. Williams manages certain hedged assets, including the Victor Equity Fund, all of which are eligible for performance fees as well as management fees, from which he receives a fixed percentage of any fees paid to Columbia. In addition, both receive income distributions based on a fixed formula of the profitability of Columbia in proportion to their ownership. Overall compensation is structured to reward employees for their individual and company accomplishments based on investment performance, effectiveness, and client satisfaction.
 
PanAgora
 
Portfolio managers at PanAgora for Pear Tree PanAgora Dynamic Emerging Markets Fund receive a fixed base salary and a discretionary bonus. Discretionary bonuses are based on total firm performance as well as individual employee objectives which may include investment performance as measured against the performance of the S&P 500 Index, the Russell 2000 Index, the MSCI EM Index and the MSCI EAFE and each portfolio manager’s role in raising or retaining assets. PanAgora may consider sharing a portion of a performance fee, if applicable received with the management team.
 
Polaris
 
All cash flow earned by the firm is distributed to personnel annually in the form of a salary, bonus, retirement plan contribution or equity compensation. Cash flow of the firm is a direct function of the amount of assets under management. At the senior level, bonus ranges from 0% to unlimited upside since base salary is kept at a minimum. The typical bonus range is more than 75% of base. At the junior level the bonus currently represents 0 – 50% of base. Overall compensation is based on annual firm profits which are a function of assets under management, and therefore, performance. There is no formal split between specific performance targets and subjective criteria.
 

 

 

 
DISTRIBUTOR AND DISTRIBUTION PLAN
 
Distributor.
 
U.S. Boston Capital Corporation, 55 Old Bedford Road, Lincoln, MA 01773 (“ Distributor ”), a Massachusetts corporation organized April 23, 1970, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) and a member of the Financial Industry Regulatory Authority (“ FINRA ”). The Distributor is an affiliate of the Manager by virtue of being under common ownership with the Manager. The Distributor acts as the principal distributor of the Pear Tree Funds’ shares pursuant to a written agreement (“ Distribution Agreement ”). Under the Distribution Agreement, the Distributor is not obligated to sell any specific amount of shares of the Pear Tree Funds and will purchase shares for resale only against orders for shares. The Distribution Agreement requires the Distributor to use its best efforts to secure purchasers for shares of the Pear Tree Funds.
 
Distribution Plan.
 
Each Pear Tree Fund has adopted a distribution plan (the “ 12b-1 Plan ”) on behalf of its Ordinary Shares pursuant to Rule 12b-1 under the 1940 Act to pay for the marketing and distribution of the Pear Tree Fund’s Ordinary Shares including all expenses of preparing, printing and distributing advertising and sales literature and for services provided to shareholders of the Pear Tree Fund’s Ordinary shares. The fee is not directly tied to the Distributor’s expenses. If expenses exceed the Distributor’s fees, the Pear Tree Fund is not required to reimburse the Distributor for excess expenses; if the Distributor’s fees exceed the expenses of distribution, the Distributor may realize a profit.
 
Each Pear Tree Fund pays the Distributor a monthly fee at the annual rate of 0.25 percent of the average daily net asset value of the Pear Tree Fund’s Ordinary Shares held in shareholder accounts opened during the period the 12b-1 Plan is in effect, as determined at the close of each business day during the month.
 
For the fiscal year ended March 31, 2012, the Pear Tree Funds paid to the Distributor fees pursuant to the 12b-1 Plan as follows:

 
Ordinary Shares
Pear Tree Columbia Small Cap Fund
 
Pear Tree Columbia Micro Cap Fund
None*
Pear Tree Quality Fund
 
Pear Tree PanAgora Dynamic Emerging Markets Fund
 
Pear Tree Polaris Foreign Value Fund
 
Pear Tree Polaris Foreign Value Small Cap Fund
 

* No fees were paid because Pear Tree Columbia Micro Cap Fund is new.
 

 
Rule 12b-1 provides that any payments made by an investment company to a distributor must be made pursuant to a written plan describing all material aspects of the proposed financing of distributions and that all agreements with any person relating to implementation of the 12b-1 Plan must be in writing. Continuance of the 12b-1 Plan and the Distribution Agreement is subject to annual approval by a vote of the Trustees, including a majority of the Trustees who are not “interested persons” of the Pear Tree Funds and have no direct or indirect financial interest in the operation of the plan or related agreements (“ Qualified Trustees ”), cast in person at a meeting called for the purpose. The 12b-1 Plan may be terminated as to a Pear Tree Fund by the vote of a majority of the Qualified Trustees, or by the vote of a majority of the outstanding voting securities of the Pear Tree Fund. All material amendments to the 12b-1 Plan as they relate to a Pear Tree Fund must be approved by the Qualified Trustees and any amendment to increase materially the amount to be spent pursuant to the 12b-1 Plan must be approved by the vote of a majority of the outstanding voting securities of the Pear Tree Fund. The Trustees review quarterly a written report of the amounts so expended and the purposes for which such expenditures were made. The 12b-1 Plans also terminate automatically upon assignment.
 
Marketing and Intermediary Support Payments/Revenue Sharing Arrangements
 
In addition to payments made by the Pear Tree Funds to the Distributor under the 12b-1 Plan, to support distribution and servicing efforts, the Manager may make payments to certain intermediaries or their affiliates (including  the Pear Tree Funds’ Distributor) out of its own assets (and not the Pear Tree Funds’ assets).
 
In this regard, the Manager currently pays the Distributor a monthly fee at the annual rate of up to (a) 0.30 percent of the average net asset value of Institutional Shares of thePear Tree Funds held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record, and (b) 0.25 percent of the average net asset value of Ordinary Shares of thePear Tree Funds held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record.  In addition, the Manager may pay, as needed, additional amounts to support distribution and servicing efforts.
 
The Manager also maintains the discretion to pay fees out of its own assets to unaffiliated brokers in excess of the amount paid out to such brokers by the Distributor pursuant to the 12b-1 Plan as a condition of such unaffiliated brokers agreeing to sell shares of the Pear Tree Funds. In this regard, the Manager has established arrangements for the Pear Tree Funds to be included on platforms or “supermarkets” sponsored by a number of unaffiliated brokers. Participation in these systems generally involves fixed set-up fees and ongoing fees based upon the higher of either a percentage of assets (up to 0.40 percent under certain current arrangements) in the subject Pear Tree Fund(s) maintained through the platform or a flat fee. Such fees are first paid out of fees received by the Distributor pursuant to the 12b-1 Plan, to the extent applicable to a class of the Pear Tree Funds, and any remainder is paid by the Manager out of its own assets (and not the Pear Tree Funds’ assets).
 
The Manager and the Distributor (“ Pear Tree Affiliates ”) make these payments from their own resources (and not out of the assets of the Pear Tree Funds), which include resources that derive from compensation for providing services to the Pear Tree Funds. Such additional payments are not reflected in and do not change the expenses paid by investors for the purchase of a share of the Pear Tree Funds as set forth in the “Fees and Expenses” table in the Prospectus. These additional payments are described below.  The Pear Tree Funds, the Manager and the Sub-Advisers do not consider an intermediary’s sales of Pear Tree Fund shares as a factor when choosing brokers or dealers to effect portfolio transactions for the Pear Tree Funds.
 
A financial intermediary’s receipt of additional compensation may create conflicts of interest between the financial intermediary and its clients. Each type of payment discussed below may provide your financial intermediary with an economic incentive to actively promote the Pear Tree Funds over other mutual funds or cooperate with the Distributor’s promotional efforts. The receipt of additional compensation for Pear Tree Affiliates may be an important consideration in a financial intermediary’s willingness to support the sale of Pear Tree Fund shares through the financial intermediary’s distribution system. Pear Tree Affiliates are motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of financial intermediaries. In certain cases these payments could be significant to the financial intermediary. The financial intermediary may charge additional fees or commissions other than those disclosed in the Prospectus. Financial intermediaries may categorize and disclose these arrangements differently than Pear Tree Affiliates do. To the extent financial intermediaries sell more shares of the Pear Tree Funds or retain shares of the Pear Tree Funds in their clients’ accounts, Pear Tree Affiliates benefit from the incremental management and other fees paid to Pear Tree Affiliates by the Pear Tree Funds with respect to those assets.
 
Administrative and Processing Support Payments. Pear TreeAffiliates also may make payments to certain financial intermediaries that sell Pear Tree Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts, to the extent that the Pear Tree Funds do not pay for these costs directly. Pear Tree Affiliates also may make payments to certain financial intermediaries that sell Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Pear Tree Affiliates may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial intermediary, payment of networking fees in connection with certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial intermediary’s mutual fund trading system.
 
The same financial intermediary may receive payments under more than one arrangement described herein.  Many financial intermediaries that sell shares of the Pear Tree Fund receive one or more types of these payments.  A Pear Tree Affiliate negotiates these arrangements individually with financial intermediaries and the amount of payments and the specific arrangements may differ significantly.
 
As of July 29, 2012, the Manager anticipates that the following financial intermediaries or their affiliates may receive revenue sharing payments as described in the Prospectus and this SAI:
 
[TO BE ADDED BY AMENDMENT]

 
Please contact your financial intermediary for details about any payments it receives from Pear Tree Affiliates or the Pear Tree Funds, as well as about fees and/or commissions it charges.
 

 
OTHER SERVICE PROVIDERS TO THE PEAR TREE FUNDS
 
Custodian
 
State Street Bank & Trust Company (the “ Custodian ”) is the custodian of thePear Tree Funds’ securities and cash. The Custodian’s responsibilities include safekeeping and controlling the Pear Tree Funds’ cash and securities, handling the receipt and delivery of securities, determining income and collecting interest and dividends on the Pear Tree Funds’ investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts, and calculating the daily net asset value of each class of shares of eachPear Tree Fund. The Custodian does not determine the investment policies of any Pear Tree Fund or decide which securities a Pear Tree Fund will buy or sell.  The Pear Tree Funds may, however, invest in securities of the Custodian and may deal with the Custodian as principal in securities transactions. Custodial services are performed at the Custodian’s office at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.
 
Administrator
 
Pear Tree Advisors, Inc. (“ Administrator ”) provides certain administrative services to the Pear Tree Fund under an Administration Agreement.   For the year ended March 31, 2012, the Administrator has received fees in the amount of $____________.
 
Transfer Agent
 
Quantitative Institutional Services (“ Transfer Agent ”), a division of the Manager, is the transfer agent and dividend disbursing agent for eachPear Tree Fund. Account balances and other shareholder inquiries can be directed to the Transfer Agent at 800-326-2151. The Transfer Agent received a base fee of 0.16 percent of average total net asset value of each class of shares of each Pear Tree Fund. The Transfer Agent is also reimbursed for out of pocket expenses and for other services approved by the Trustees.
 
All mutual fund transfer, dividend disbursing and shareholder services activities are performed at the offices of the Transfer Agent, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773. In certain instances, other intermediaries may perform some or all of the transaction processing, recordkeeping or shareholder services which would otherwise be provided by Transfer Agent. The Transfer Agent or its affiliates may make payments, out of their own assets, to intermediaries, including those that sell shares of each Pear Tree Fund, for transaction processing, recordkeeping or shareholder services (up to 0.25 percent under certain current arrangements).
 
For example, Pear Tree Fund shares may be owned by certain intermediaries for the benefit of their customers. Because the Transfer Agent often does not maintain Pear Tree Fund accounts for shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by intermediaries. In addition, retirement plans may hold Fund shares in the name of the plan, rather than in the name of the participant. Plan record keepers, who may have affiliated financial intermediaries who sell shares of the Pear Tree Funds, may, at the discretion of a retirement plan’s named fiduciary or administrator, be paid for providing services that would otherwise have been performed by the Transfer Agent or an affiliate. Payments may also be made to plan trustees to defray plan expenses or otherwise for the benefit of plan participants and beneficiaries. For certain types of tax-exempt plans, payments may be made to a plan custodian or other entity which holds plan assets. Payments may also be made to offset charges for certain services such as plan participant communications, provided by the Transfer Agent or an affiliate or by an unaffiliated third party.
 
Further, subject to the approval of the Trustees, the Transfer Agent or the Pear Tree Funds may from time to time appoint a sub-transfer agent for the receipt of purchase and sale orders and funds from certain investors.
 
Independent Registered Public Accounting Firm
 
Tait, Weller & Baker LLP, 1818 Market Street, Suite 2400, Philadelphia, PA 19103, is the independent registered public accounting firm for each Pear Tree Fund.  The independent registered public accounting firm conducts an annual audit of the Pear Tree Funds’ financial statements, assists in the preparation of federal and state income tax returns and consults with the Pear Tree Funds as to matters of accounting and federal and state income taxation.
 
The Pear Tree Funds’ financial statements and financial highlights for the fiscal year ended March 31, 2012, and report of the independent registered public accounting firm in the Pear Tree Funds’ Annual Report are incorporated herein by reference.
 
Counsel to the Independent Trustees and the Funds
 
McLaughlin & Hunt LLP, Ten Post Office Square, 8 th Floor, Boston, Massachusetts 02109, serves as counsel to thePear Tree Funds and the Independent Trustees.
 






PORTFOLIO TRANSACTIONS
 
Investment Decisions.
 
Investment decisions for each Pear Tree Fund are made by the Manager or the Sub-Adviserto such Fund with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In some instances, one client may sell a particular security to another client. It also happens that two or more clients simultaneously buy or sell the same security, in which event each day’s transactions in such security are, insofar as possible, allocated between such clients in a manner designed to be equitable to each, taking into account among other things the amount being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients.
 
Brokerage and Research Services.
 
Transactions on stock exchanges and other agency transactions involve the payment by a Pear Tree Fund of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price paid by a Pear Tree Fund usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid includes a disclosed, fixed commission or discount retained by the underwriter or dealer.
 
All orders for the purchase and sale of portfolio securities for each Pear Tree Fund are placed, and securities for the Pear Tree Fund bought and sold, through a number of brokers and dealers. In so doing, the Manager or Sub-Adviserfor the Pear Tree Funduses its best efforts to obtain for the Pear Tree Fund the most favorable price and execution available, except to the extent that it may be permitted to pay higher brokerage commissions as described below. In seeking the most favorable price and execution, the Manager or Sub-Adviser, having in mind the Pear Tree Fund’s best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer in other transactions.
 
It has for many years been common practice in the investment advisory business for sub-advisers of investment companies and other institutional investors to receive research, statistical and quotation services from broker-dealers which execute portfolio transactions for the clients of such sub-advisers. Consistent with this practice, eachSub-Adviser and the Manager may receive research, statistical and quotation services from certain broker-dealers with which the Manager or Sub-Adviser place aPear Tree Fund’s portfolio transactions. These services, which in some instances may also be purchased for cash, include such matters as general economic and securities market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to aSub-Adviser or the Manager in advising various of their clients (including the Pear Tree Fund), although not all of these services are necessarily useful and of value in advising the Pear Tree Fund. The fees paid to the Sub-Adviser by the Manager or paid to the Manager by the Pear Tree Fund are not reduced because the Sub-Advisers or the Manager receive such services.
 
As permitted by Section 28(e) of the 1934 Act, and by each Advisory Contract, the Manager or Sub-Advisers may cause the Pear Tree Fund to pay a broker-dealer which provides “brokerage and research services” (as defined in that 1940 Act) to the Manager or Sub-Advisers an amount of disclosed commission for effecting a securities transaction for the Pear Tree Funds in excess of the commission which another broker-dealer would have charged for effecting that transaction. The Manager’s or Sub-Advisers’ authority to cause a Pear Tree Fund to pay any such greater commissions is subject to such written policies as the Trustees may adopt from time to time.
 
Consistent with the Conduct Rules of FINRA and with the requirements of Rule 12(b)-1(h)(1) of the 1940 Act, and, subject to seeking the most favorable price and execution available and such other policies as the Trustees may determine, the Manager or Sub-Advisers may use broker-dealers who sell shares of the Pear Tree Funds to execute portfolio transactions for the Pear Tree Funds.
 
Pursuant to conditions set forth in rules of the SEC, the Pear Tree Funds may purchase securities from an underwriting syndicate of which U.S. Boston Capital Corporation is a member (but not from U. S. Boston Capital Corporation itself). The conditions relate to the price and amount of the securities purchased, the commission or spread paid, and the quality of the issuer. The rules further require that such purchases take place in accordance with procedures adopted and reviewed periodically by the Trustees, particularly those Trustees who are not “interested persons” of the Pear Tree Fund.
 
Brokerage commissions paid by the Pear Tree Funds on portfolio transactions for the three most recently ended fiscal years as follows:

 
Fiscal Year Ended March 31,
 
2010
2011
2012
Pear Tree Columbia Small Cap Fund
$187,414
$269,725
 
Pear Tree Columbia Micro Cap Fund
None*
None*
None*
Pear Tree Quality Fund
$132,712
$134,976
 
Pear Tree PanAgora Dynamic Emerging Markets Fund**
$419,940
$217,832
 
Pear Tree Polaris Foreign Value Fund
$224,753
$125,596
 
Pear Tree Polaris Foreign Value Small Cap Fund
$94,176
$242,767
 
* No brokerage commissions were paid because Pear Tree Columbia Micro Cap Fund is new.
 
**The increase in brokerage commissions was due to enhancements made to the quantitative model during the fiscal year ended March 31, 2009.

None of such commissions was paid to a broker who was an affiliated person of the Pear Tree Funds or an affiliated person of such a person or, to the knowledge of the Pear Tree Funds, to a broker an affiliated person of which was an affiliated person of the Pear Tree Funds, the Manager or any Sub-Adviser.


DISCLOSURE OF PORTFOLIO HOLDINGS
 
The Board has adopted, on behalf of the Pear Tree Funds, policies and procedures relating to disclosure of the Pear Tree Funds’ portfolio securities. These policies and procedures are designed to protect the confidentiality of each Pear Tree Fund’s portfolio holdings and to prevent the selective disclosure of such information by providing a framework for disclosing information regarding portfolio holdings, portfolio composition or other portfolio characteristics consistent with applicable regulations of the federal securities laws and general principles of fiduciary duty relating to fund shareholders.
 
Confidential Dissemination to Outside Parties
 
·  
The Manager or an Sub-Adviser may disclose the Pear Tree Funds’ portfolio holdings information to unaffiliated parties prior to the time such information has been disclosed to the public through a filing with the SEC only if an Authorized Person (as defined below) determines that:
 
o  
there is a legitimate business purpose for the disclosure; and
o  
the recipient is subject to a confidentiality agreement or a duty not to trade on or disclose the nonpublic information.
 
·  
A legitimate business purposeincludes disseminating or providing access to portfolio information to:
 
o  
the Trust’s service providers (e.g., custodian, counsel, independent auditors) in order for the service providers to fulfill their contractual duties to the Trust;
o  
a newly hired sub-adviser prior to the sub-adviser commencing its duties;
o  
the sub-adviser of a Pear Tree Fund that will be the surviving Pear Tree Fund in a merger; and
o  
firms that provide pricing services, proxy voting services and research and trading services.
 
·  
The confidentiality agreement must contain the following provisions:
 
o  
The Pear Tree Fund’s portfolio information is the confidential property of the Pear Tree Fund and may not be used for any purpose except in connection with the provision of services to the Pear Tree Fund;
o  
The information may not be traded upon; and
o  
The recipient agrees to limit access to the information to its employees and agents who shall be subject to a duty to keep and treat such information as confidential.
 
Currently, arrangements are in place to make available portfolio holdings information to the following Service Providers.
 
Name of Entity
 
Type of Service
Frequency
Lag Time
 
State Street Bank & Trust Company
Custodian, Pricing Agent, Securities Lending
Daily
None
Tait Weller & Baker LLP
Audit
As needed
None
McLaughlin & Hunt LLP
Legal
As needed
None
Securities Finance Trust Company
Securities Lending
Daily
None
Proxy Edge
Proxy Voting
Daily
 
None
Risk Metrics
 
Proxy Voting
 
Daily
 
None
 
Advent
Portfolio Reconciliation
Daily
None
Omgeo Tradesuite System
Portfolio Reconciliation
Daily
None
Brown Brothers Harriman
Trade Communication with Custodians
Daily
None

 
·  
The information that may be disseminated to such outside parties is limited to information that the Sub-Adviser believes is reasonably necessary in connection with the services to be provided by the recipient.
 
·  
Non-public portfolio information may not be disseminated for compensation or other consideration.
 
·  
The Trust’s Chief Compliance Officer, General Counsel, principal executive or principal accounting officer, or persons designated by such officers, (each, an “ Authorized Person ”) is authorized to disseminate nonpublic portfolio information, but only in accordance with these procedures.
 
·  
Any exceptions to these procedures may be made only if approved by the Trust’s Chief Compliance Officer as in the best interests of the Trust, and only if such exceptions are reported to the Trust’s Board at its next regularly scheduled meeting.
 

 
Dissemination within the Manager and Sub-Advisers
 
·  
Dissemination of nonpublic portfolio information to employees of the Manager and Sub-Advisers shall be limited to those persons:
 
o  
who are subject to a duty to keep such information confidential; and
o  
who need to receive the information as part of their duties.
 
Dissemination to Shareholders
 
·  
As a general matter, the Trust disseminates portfolio holdings to shareholders only in the Annual or Semiannual Reports or in other formats that are generally available on a contemporaneous basis to all such shareholders or the general public.
 
Shareholder Reports.   The Trust publicly discloses their portfolio holdings twice a year in the annual and semi-annual report to shareholders.  These reports must be mailed within 60 days after the end of the reporting period.  These reports are filed with the SEC.
 
Form N-Q .  The Trust is required to file their complete portfolio holdings on Form N-Q as of the close of the first and third quarters of each year.  The reports must be filed with the SEC not later than 60 days after the close of the quarter.
 
On the Trust’s website www.peartreefunds.com .    Pear Tree Funds’ full securities holdings are generally posted monthly, but at least quarterly, approximately 7 business days after month or quarter end.
 
Disclosures Required by Law
 
No provision of these procedures is intended to restrict or prevent the disclosure of portfolio holding information that may be required by applicable law or which are requested by governmental authorities.
 
Periodic Review
 
Compliance with the Trust’s portfolio holdings disclosure policy is subject to periodic review by the Board, including a review of any exceptions permitted under the policy.
 


SHARES OF THE TRUST

 
Pear Tree Fund Shares, Generally
 
The Trust has an unlimited authorized number of shares of beneficial interest that may, without shareholder approval, be divided into an unlimited number of series of such shares and an unlimited number of classes of shares of any such series. Shares are presently divided into six series of shares, the Pear Tree Funds (five of which are covered by this SAI), each comprised of two classes of shares:  Ordinary Shares and Institutional Shares. There are no rights of conversion between shares of different Pear Tree Funds granted by the Second Amended and Restated Agreement and Declaration of Trust, but holders of shares of a class of a Pear Tree Fund may exchange all or a portion of their shares for shares of a like class in another Pear Tree Fund (subject to their respective minimums). No exchanges are permitted from one class of shares to different class of shares.
 
These shares are entitled to one vote per share (with proportional voting for fractional shares) on such matters as shareholders are entitled to vote, including the election of Trustees. Shares vote by individual Pear Tree Fund (or class thereof under certain circumstances) on all matters except that (i) when the 1940 so requires, shares shall be voted in the aggregate and not by individual Pear Tree Fund and (ii) when the Trustees of the Trust have determined that a matter affects only the interest of one or more the Pear Tree Funds, then only holders of shares of such Pear Tree Fund shall be entitled to vote thereon.
 
There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, at which time the Trustees then in office will call a shareholders’ meeting for the election of Trustees. In addition, Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares of each Pear Tree Fund and filed with the Pear Tree Fund or by a vote of the holders of two-thirds of the outstanding shares of each Pear Tree Fund at a meeting duly called for that purpose, which meeting shall be held upon the written request of the holders of not less than 10 percent of the outstanding shares. Upon written request by ten or more shareholders, who have been such for at least six months and who hold, in the aggregate, shares having a net asset value of at least $25,000, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a Trustee, the Pear Tree Funds have undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, the Trustees shall continue to hold office and may appoint their successors.
 
Shares are freely transferable, are entitled to dividends as declared by the Trustees, and in liquidation of the Pear Tree Fund or Trust are entitled to receive the net assets of their Pear Tree Fund, but not of the other Pear Tree Funds. Shareholders have no preemptive rights.  The Pear Tree Funds’ fiscal year ends on the last day of March.
 
Under Massachusetts law, shareholders could, under certain circumstances, be held liable for the obligations of the Pear Tree Funds. However, the Second Amended and Restated Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Pear Tree Funds and requires notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Pear Tree Funds or the Trustees. The Second Amended and Restated Agreement and Declaration of Trust provides for indemnification out of a Pear Tree Fund’s property for all loss and expense of any shareholder of that Pear Tree Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Pear Tree Fund of which he was a shareholder would be unable to meet its obligations.
 
Code of Ethics
 
The Trust, the Manager, the Sub-Advisers and the Distributor each have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics permit employees to invest in securities for their own accounts, including securities that may be purchased or held by the Pear Tree Funds. The Codes of Ethics are on public file with, and are available from, the Commission.
 
How to Invest

The procedures for purchasing shares of the Pear Tree Fund are summarized in the Prospectus under the caption HOW TO PURCHASE.

Pear Tree Funds have authorized one or more brokers to receive purchase and redemption orders on their behalf. Authorized brokers may designate other intermediaries to receive purchase and redemption orders on the Pear Tree Funds’ behalf. A Pear Tree Fund will be deemed to have received a purchase or redemption order when an authorized broker, or if applicable, a broker’s authorized designee, receives the purchase or redemption order. Purchase and redemption orders will be priced at the net asset value per share of the Pear Tree Fund next computed for the appropriate class of shares next computed after the purchase or redemption order is received in good order by an authorized broker or the broker’s authorized designee and accepted by the Pear Tree Fund.

Exchange of Securities for Shares of the Pear Tree Funds.

Applications to exchange common stocks for Pear Tree Fund shares must be accompanied by stock certificates (if any) and stock powers with signatures guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. Securities accepted by a Pear Tree Fund will be valued as set forth under CALCULATION OF NET ASSET VALUE in the Prospectus as of the time of the next determination of net asset value after such acceptance. Shares of a Pear Tree Fund are issued at net asset value determined as of the same time. All dividends, subscription, or other rights which are reflected in the market price of accepted securities at the time of valuation become the property of the Pear Tree Funds and must be delivered to the Pear Tree Funds by the investor upon receipt from the issuer. A gain or loss for Federal income tax purposes would be realized by the investor upon the exchange depending upon the cost of the securities tendered.

Open Account System.

Under the Pear Tree Funds’ Open Account System all shares purchased are credited directly to your account in the designated Pear Tree Fund at the time of purchase. All shares remain on deposit with the Transfer Agent. No certificates are issued.

The following services are currently offered by the Open Account System:

1.
You may make additional investments in a Pear Tree Fund by sending a check in U.S. dollars (made payable to “Pear Tree Funds”) to the Pear Tree Funds, by wire, or by online ACH transactions, as described under HOW TO PURCHASE in the Prospectus.

2.
You may select one of the following distribution options which best fits your needs.

 
* REINVESTMENT PLAN OPTION: Income dividends and capital gain distributions paid in additional shares at net asset value.
 
* INCOME OPTION: Income dividends paid in cash, capital gain distributions paid in additional shares at net asset value.
 
* CASH OPTION: Income dividends and capital gain distributions paid in cash.

 
You should indicate the Option you prefer, as well as the other registration details of your account, on the Account Application. The Reinvestment Plan Option will automatically be assigned unless you select a different option. Dividends and distributions paid on a class of shares of a Pear Tree Fund will be paid in shares of such class taken at the per share net asset value of such class determined at the close of business on the ex-date of the dividend or distribution or, at your election, in cash.

 
3. You will receive a statement setting forth the most recent transactions in your account after each transaction which affects your share balance.

The cost of services rendered under the Open Account System to the holders of a particular class of shares of a Pear Tree Fund are borne by that class as an expense of all shareholders of that class. However, in order to cover additional administrative costs, any shareholder requesting a historical transcript of his account will be charged a fee based upon the number of years researched. There is a minimum fee of $5. The right is reserved on 60 days’ written notice to make charges to individual investors to cover other administrative costs of the Open Account System.

Tax Deferred Retirement Plans.

Accounts Offered by Pear Tree Funds.  The Pear Tree Funds offer tax-deferred accounts, for which State Street Bank and Trust Company acts as custodian, including:

Traditional Individual Retirement Accounts (IRAs)
Roth IRAs
Simplified Employee Pension Plans (SEP-IRAs)

Agreements to establish these kinds of accounts and additional information about them, including information about fees and charges, are available from the Distributor. There are many detailed rules, including provisions of tax law, governing each of these kinds of accounts. Investors considering participation in any of these plans should consult with their attorneys or tax advisers with respect to the establishment and maintenance of any of these plans. The following is some very general information about them.

Contributions to a traditional IRA will generally be deductible if the individual for whom the account is established is not an active participant in an employer-sponsored plan; contributions may be deductible in whole or in part if the individual is such a participant, depending on the individual’s income. Distributions from traditional IRAs are generally taxable as ordinary income. Contributions to a Roth IRA are generally not deductible. However, withdrawals generally may not be taxable if certain requirements are met. In either case, capital gains and income earned on Pear Tree Fund shares held in an IRA are generally not taxable as long as they are held in the IRA.

Other Retirement Plans. Pear Tree Fund shares also may be made available as an investment under other tax-favored retirement plans, such as qualified pension plans and qualified profit sharing plans, including 401(k) plans.

How to Exchange
 
The procedures for exchanging shares of one Pear Tree Fund for those of another Pear Tree Fund are also described in the Prospectus under HOW TO EXCHANGE.
 
An exchange involves a redemption of all or a portion of shares of one class of a Pear Tree Fund and the investment of the redemption proceeds in shares of a like class in another Pear Tree Fund. The redemption will be made at the per share net asset value of the particular class of shares of a Pear Tree Fund being redeemed which is next determined after the exchange request is received in proper order.
 
The shares of the particular class of shares of a Pear Tree Fund being acquired will be purchased when the proceeds from the redemption become available, normally on the day of the exchange request, at the per share net asset value of such class next determined after acceptance of the purchase order by the Pear Tree Fund being acquired in accordance with the customary policy of that Pear Tree Fund for accepting investments.
 
The exchange of shares of one class of a Pear Tree Fund for shares of a like class of another Pear Tree Fund will constitute a sale for federal income tax purposes on which the investor will realize a capital gain or loss.
 
The exchange privilege may be modified or terminated at any time, and the Pear Tree Funds may discontinue offering shares of any Pear Tree Fund or any class of any Pear Tree Fund generally or in any particular State without notice to shareholders.
 
How To Redeem
 
The procedures for redeeming shares of the Pear Tree Fund are described in the Prospectus under HOW TO REDEEM.
 
Proceeds will normally be forwarded on the second day on which the New York Stock Exchange is open after a redemption request is processed; however, the Pear Tree Funds reserve the right to take up to three (3) business days to make payment. This amount may be more or less than the shareholder’s investment and thus may involve a capital gain or loss for tax purposes. If the shares to be redeemed represent an investment made by check or through the automatic investment plan, the Pear Tree Funds reserve the right not to honor the redemption request until the check or monies have been collected.
 
The Pear Tree Funds will normally redeem shares for cash, however, the Pear Tree Funds reserve the right to pay the redemption price wholly or partially in kind if the Board determines it to be advisable and in the interest of the remaining shareholders of a Pear Tree Fund. The redemptions in kind will be selected by the Manager or Sub-Adviser in light of the Pear Tree Fund’s objective and will not generally represent a pro rata distribution of each security held in the Pear Tree Fund’s portfolio. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage commissions upon subsequent disposition of any such securities. However, the Pear Tree Funds have elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Pear Tree Funds are obligated to redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1 percent of the total net asset value of the Pear Tree Fund at the beginning of such period. A redemption constitutes a sale of shares for federal income tax purposes on which the investor may realize a long- or short-term capital gain or loss. See also “Taxation,” below.
 
Shareholders are entitled to redeem all or any portion of the shares credited to their accounts by submitting a written request for redemption to the Pear Tree Funds. Shareholders who redeem more than $100,000, or request that the redemption proceeds be paid to someone other than the shareholders of record or sent to an address other than the address of record, must have their signature(s) guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. If the shareholder is a corporation, partnership, agent, fiduciary or surviving joint owner, the Pear Tree Funds may require additional documentation of a customary nature. Shareholders who have authorized the Pear Tree Funds to accept telephone instructions may redeem shares credited to their accounts by telephone. Once made, a telephone request may not be modified or canceled.
 
The Pear Tree Funds and the Transfer Agent will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. If the Pear Tree Funds and the Transfer Agent fail to do so, they may be liable for any losses due to unauthorized or fraudulent transactions.  The Pear Tree Funds provide written confirmation of all transactions effected by telephone and will only mail the proceeds of telephone redemptions to the redeeming shareholder’s address of record.
 
The Transfer Agent will assess a fee for overnight delivery or to wire the proceeds of a redemption. Such fee will be subtracted from the net redemption amount.
 
Excessive Trading.
 
The Pear Tree Funds intend to deter market timing activities and do not have any agreements to permit any person to market time in the Pear Tree Funds. See “Excessive Trading in the Prospectus for more information on the Pear Tree Funds’ policies.
 
Calculation of Net Asset Value
 
Portfolio securities are valued each business day at the last reported sale price up to the close of the New York Stock Exchange (ordinarily 4:00 p.m., Eastern Standard Time). Where applicable and appropriate, portfolio securities will be valued using the NASDAQ Official Closing Price.  If there is no such reported sale, the securities generally are valued at the mean between the last reported bid and asked prices. For certain securities, where no such sales have been reported, the Pear Tree Fund may value such securities at the last reported bid price. In the event that there is information suggesting that valuation of such securities based upon bid and/or asked prices may not be accurate, a Pear Tree Fund may value such securities in good faith at fair value in accordance with procedures established by the trustees, which may include a determination to value such securities at the last reported sale price.
 
Securities quoted in foreign currencies are translated into U.S. dollars, based upon the prevailing exchange rate on each business day. Other assets and securities for which no quotations are readily available are valued at fair value as determined in good faith using procedures approved by the Trustees. The Pear Tree Fund translates prices for its investments quoted in foreign currencies into U.S. dollars at current exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect the Pear Tree Fund’s net asset value. Because foreign markets may be open at different times than the New York Stock Exchange, the value of the Pear Tree Fund’s shares may change on days when shareholders are not able to buy or sell them. If events materially affecting the values of the Pear Tree Fund’s foreign investments occur between the close of foreign markets and the close of regular trading on the New York Stock Exchange, these investments will be valued at their fair value.
 
The fair value of any restricted securities from time to time held by a Pear Tree Fund is determined by its Sub-Adviser in accordance with procedures approved by the Trustees. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of such securities is generally determined as the amount that the Pear Tree Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. The valuation procedures applied in any specific instance are likely to vary from case to case. However, consideration is generally given to the financial position of the issuer and other fundamental analytical data relating to the investment and to the nature of the restrictions on disposition of the securities (including any registration expenses that might be borne by the Pear Tree Fund in connection with such disposition). In addition, such specific factors are also generally considered as the cost of the investment, the market value of any unrestricted securities of the same class (both at the time of purchase and at the time of valuation), the size of the holding, the prices of any recent transactions or offers with respect to such securities and any available analysts’ reports regarding the issuer. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost.
 
Market quotations are not considered to be readily available for long-term corporate bonds, debentures and notes; such investments are stated at fair value on the basis of valuations furnished by a pricing service, approved by the Trustees, which determines valuations for normal, institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
 
For purposes of determining the net asset value per share of each class of a Pear Tree Fund, all assets and liabilities initially expressed in foreign currencies will be valued in U.S. dollars at the mean between the bid and asked prices of such currencies against U.S. dollars.
 
Generally, trading in foreign securities, as well as corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times prior to 4:15 p.m. Eastern time upon the close of business on the primary exchange for such securities. The values of such securities used in determining the net asset value of the Pear Tree Funds’ shares are computed as of such other times. Foreign currency exchange rates are also generally determined prior to 4:15 p.m. Eastern time. Occasionally, events affecting the value of such securities may occur between such times and 4:15 p.m. Eastern time which will not be reflected in the computation of the Pear Tree Funds’ net asset value. If events materially affecting the value of the Pear Tree Funds’ securities occur during such a period, then these securities will be valued at their fair value as determined in good faith by the Manager in accordance with procedures approved by the Trustees.
 
Expenses of the Pear Tree Funds directly charged or attributable to any Pear Tree Fund will be paid from the assets of that Pear Tree Fund.  12b-1 Plan expenses will be borne by holders of Ordinary Shares of the Pear Tree Funds in accordance with the 12b-1 Plan.  General expenses of the Pear Tree Funds will be allocated among and charged to the assets of the respective Pear Tree Funds on the basis set forth in the 18f-3 Plan, which may be the relative assets of each Pear Tree Fund or Class.
 
Price of Shares
 
Orders received by an investment dealer or authorized designee, the Transfer Agent or a Pear Tree Fun dafter the time of the determination of the net asset value will be entered at the next calculated offering price. Note that investment dealers or other intermediaries may have their own rules about share transactions and may have earlier cut-off times than those of the Pear Tree Funds. For more information about how to purchase through your intermediary, contact your intermediary directly.
 
Prices that appear in the newspaper do not always indicate prices at which you will be purchasing and redeeming shares of a Pear Tree Fund, since such prices generally reflect the previous day’s closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4:00 p.m. Eastern time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open. If, for example, the Exchange closes at 1:00 p.m., a Pear Tree Fund’s share price would still be determined as of 4:00 p.m. Eastern time.
 
Distributions
 
Each Pear Tree Fund will be treated as a separate entity for federal income tax purposes (see “Taxation,” below) with its net realized gains or losses being determined separately, and capital loss carryovers determined and applied on a separate Pear Tree Fund basis.
 
TAXATION
 
The following discussion summarizes certain U.S. federal income tax considerations generally affecting the Pear Tree Funds and their shareholders, which includes the Pear Tree Fund and its shareholders. This discussion does not provide a detailed explanation of all tax consequences, and cannot address the particular circumstances of any individual shareholder.  Accordingly, potential shareholders are advised to consult their personal tax advisers with respect to the particular federal, state, local and foreign tax consequences to them of an investment in the Pear Tree Funds. This discussion is based on the Internal Revenue Code of 1986, as amended (the “ Code ”), Treasury Regulations issued thereunder, and judicial and administrative authorities as in effect on the date of this Statement of Additional Information, all of which are subject to change, which change may be retroactive. This summary addresses only the consequences to shareholders that are U.S. persons under the Code and does not apply to shareholders that are subject to special treatment under the Code.
 
Each Pear Tree Fund intends to elect each year to be taxed as a regulated investment company (“ RIC ”) under Code section 851. As described below, for so long as a Pear Tree Fund continues to qualify as a RIC, such Fund  generally will not be subject to taxation at the Pear Tree Fund level on the investment company taxable income and the net capital gains that it distributes to its shareholders.
 
In addition to making an affirmative election to be taxed as a RIC, each Pear Tree Fund must meet the requirements set forth in Code section 851 with respect to its (a) sources of income, (b) diversity of holdings and (c) minimum distributions to its shareholders, each as described below.
 
A Pear Tree Fund will meet the income test if it derives  at least 90 percent of its gross income from the following sources in each taxable year: (i) dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies; and (ii) interests in “qualified publicly traded partnerships’’ (as defined in the Code).
 
The diversity of holdings requirement is met if at the end of each quarter of each taxable year (i) at least 50 percent of the market value of the Pear Tree Fund’s total assets consists of a combination of cash and cash equivalents, U.S. government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5 percent of the value of the Pear Tree Fund’s total assets and not more than 10 percent of the outstanding voting securities of such issuer and (ii) not more than 25 percent of the market value of the Pear Tree Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of (A) any one issuer, (B) any two or more issuers that the Pear Tree Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses or (C) any one or more ‘‘qualified publicly traded partnerships’’ (as defined in the Code).
 
The minimum distribution requirement is met if the Pear Tree Fund distributes to its shareholders each taxable year at least the sum of (i) 90 percent of the Pear Tree Fund’s investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income, other than any net capital gain, reduced by deductible expenses) determined without regard to the deduction for dividends paid and (ii) 90 percent of the Pear Tree Fund’s net tax-exempt interest (the excess of its gross tax-exempt interest over certain disallowed deductions).
 
As a RIC, a Pear Tree Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, that it distributes to shareholders. Each Pear Tree Fund intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income and net capital gains. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4 percent excise tax unless the Pear Tree Fund distributes at least 98 percent of its ordinary income (not taking into account any capital gains or losses) for the calendar year plus  at least 98.2  percent of its capital gains in excess of its capital losses (adjusted for certain ordinary losses, as prescribed by the Code) for the one-year period ending on October 31 of the calendar year, and any ordinary income and capital gains for previous years that was not distributed during those years. A distribution will be treated as paid on December 31 of the current calendar year if it is declared by the Pear Tree Fund in October, November or December with a record date in such a month and paid by a Pear Tree Fund during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. To prevent application of the excise tax, each Pear Tree Fund intends to make its distributions in accordance with the calendar year distribution requirement.
 
If, in any taxable year, a Pear Tree Fund fails to qualify as a RIC accorded special tax treatment under the Code, it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Pear Tree Fund in computing its taxable income.  In addition, the Pear Tree Fund’s distributions, to the extent derived from its current or accumulated earnings and profits, would constitute taxable dividends to shareholders.  Moreover, the Pear Tree Fund would not be required to make any distributions to its shareholders.  If a Pear Tree Fund fails to qualify as a RIC in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a RIC.  Moreover, if the Pear Tree Fund failed to qualify as a RIC for a period greater than one taxable year, the Pear Tree Fund may be required to recognize any net built-in gains with respect to certain of its assets (the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized if the Pear Tree Fund had been liquidated) in order to qualify as a RIC in a subsequent year.
 
Distributions paid out of a Pear Tree Fund’s investment company taxable income will be taxable to a U.S. shareholder as ordinary income, except to the extent that certain distributions of “qualified dividend income” are taxable at reduced rates when received by individuals. Qualified dividend income generally includes dividends received during the taxable year from domestic corporations and qualified foreign corporations, provided that the Pear Tree Fund has held the stock in such corporation for more than 60 days during the 121 day period beginning on the date which is 60 days before the date on which such stock becomes ex-dividend with respect to such dividend. If a portion of a Pear Tree Fund’s income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Pear Tree Fund may be eligible for the corporate dividends-received deduction. Distributions of net capital gains, if any, designated as capital gain dividends are taxable to shareholders as long-term capital gains, regardless of how long the shareholder has held the Pear Tree Fund’s shares, and are not eligible for the dividends-received deduction. Shareholders receiving distributions in the form of additional shares, rather than cash, generally will have a cost basis in each such share equal to the net asset value of a share of the Pear Tree Fund on the reinvestment date.  Shareholders will be notified annually as to the U.S. federal tax status of distributions and any tax withheld thereon and shareholders receiving distributions in the form of additional shares will receive a report as to the net asset value of those shares.
 
The taxation of equity options and over-the-counter options on debt securities is governed by Code section 1234. Pursuant to Code section 1234, the premium received by a Pear Tree Fund for selling a put or call option is not included in income at the time of receipt. If the option expires, the premium is short-term capital gain to the Pear Tree Fund. If a Pear Tree Fund enters into a closing transaction, the difference between the amount paid to close out its position and the premium received is short-term capital gain or loss. If a call option written by a Pear Tree Fund’s exercised, thereby requiring the Pear Tree Fund to sell the underlying security, the premium will increase the amount realized upon the sale of such security and any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term depending upon the holding period of the security. With respect to a put or call option that is purchased by a Pear Tree Fund, if the option is sold, any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term, depending upon the holding period of the option. If the option that is purchased by a Pear Tree Fund expires, the resulting loss is a capital loss and is long-term or short-term, depending upon the holding period of the option. If the option that is purchased by a Pear Tree Fund is exercised, the cost of the option, in the case of a call option, is added to the basis of the purchased security and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss.
 
Certain options and futures contracts in which a Pear Tree Fund may invest are “section 1256 contracts.” Gains or losses on section 1256 contracts generally are considered 60 percent long-term and 40 percent short-term capital gains or losses; however, foreign currency gains or losses (as discussed below) arising from certain section 1256 contracts may be treated as ordinary income or loss. Also, section 1256 contracts held by a Pear Tree Fund at the end of each taxable year (and, generally, for purposes of the 4 percent excise tax, on October 31 of each year) are “marked-to-market” (that is, treated as sold at fair market value), resulting in unrealized gains or losses being treated as though they were realized.  Foreign taxes generally may not be deducted by a shareholder who is an individual in computing the alternative minimum tax.
 
Generally, the hedging transactions undertaken by the Pear Tree Fund may result in “straddles” for U.S. federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Pear Tree Fund. In addition, losses realized by the Pear Tree Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules have been promulgated, the tax consequences to a Pear Tree Fund of engaging in hedging transactions are not entirely clear. Hedging transactions may increase the amount of short-term capital gain realized by a Pear Tree Fund which is taxed as ordinary income when distributed to shareholders. Each Pear Tree Fund may make one or more of the elections available under the Code which are applicable to straddles. If a Pear Tree Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions. Because the application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount that may be distributed to shareholders, and that will be taxed to them as ordinary income or long-term capital gain, may be increased or decreased as compared to a Pear Tree Fund that did not engage in such hedging transactions.
 
Notwithstanding any of the foregoing, a Pear Tree Fund may recognize gain (but not loss) from a constructive sale of certain “appreciated financial positions” if the Pear Tree Fund enters into a short sale, offsetting notional principal contract, futures or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated financial positions subject to this constructive sale treatment are interests (including options, futures and forward contracts and short sales) in stock, partnership interests, certain actively traded trust instruments and certain debt instruments. Constructive sale treatment does not apply to certain transactions closed on or before the 30th day after the close of the taxable year if the Pear Tree Fund holds the appreciated financial position unheeded throughout the 60-day period beginning with the day such transaction was closed.
 
Unless certain constructive sale rules (discussed above) apply, a Pear Tree Fund will not realize gain or loss on a short sale of a security until it closes the transaction by delivering the borrowed security to the lender. Pursuant to Code section 1233, all or a portion of any gain arising from a short sale may be treated as short-term capital gain, regardless of the period for which the Pear Tree Fund held the security used to close the short sale. In addition, the Pear Tree Fund’s holding period of any security which is substantially identical to that which is sold short may be reduced or eliminated as a result of the short sale. Certain short sales against the box and other transactions, however, will be treated as a constructive sale of the underlying security held by the Pear Tree Fund, thereby requiring recognition of gain with respect to such securities and may result in long-term gain or loss if the underlying securities have been held for more than twelve months. Similarly, if a Pear Tree Fund enters into a short sale of property that becomes substantially worthless, the Pear Tree Fund will recognize gain at that time as though it had closed the short sale. Future Treasury regulations may apply similar treatment to other transactions with respect to property that becomes substantially worthless.
 
Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time a Pear Tree Fund accrues receivables or liabilities denominated in a foreign currency, and the time the Pear Tree Fund actually collects such receivables or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain options, futures and forward contracts, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains or losses, referred to under the Code as “section 988” gains or losses, may increase or decrease the amount of a Pear Tree Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.
 
Upon the sale or other disposition of shares of a Pear Tree Fund, a shareholder may realize a capital gain or loss which may be long-term or short-term, generally depending upon the shareholder’s holding period for the shares. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced (including shares acquired pursuant to a dividend reinvestment plan) within a period of 61 days beginning 30 days before and ending 30 days after disposition of the shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of Pear Tree Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gains received by the shareholder with respect to such shares.
 
If a Pear Tree Fund invests in stock of certain foreign companies that are classified as “passive foreign investment companies” (“ PFICs ”) under the Code, the Pear Tree Fund may be subject to U.S. federal income taxation on a portion of any “excess distribution” with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the Pear Tree Fund’s holding period for the stock. The distribution or gain so allocated to any taxable year of the Pear Tree Fund, other than the taxable year of the excess distribution or disposition, would be taxed to the Pear Tree Fund at the highest ordinary income tax rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Pear Tree Fund’s investment company taxable income and, accordingly, would not be taxable to the Pear Tree Fund to the extent distributed by the Pear Tree Fund as a dividend to its shareholders.  Alternatively, a Pear Tree Fund may elect to mark to market its passive foreign investment company stock, resulting in the stock being treated as sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported as ordinary income; any resulting loss and any loss from an actual disposition of the stock would be reported as ordinary loss to the extent of any net mark-to-market gains previously included in income. A Pear Tree Fund also may elect, in lieu of being taxable in the manner described above, to include annually in income it’s pro rata share of the ordinary earnings and net capital gain of the foreign investment company.
 
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject each Pear Tree Fund itself to tax on certain income from PFIC stock, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a Pear Tree Fund that did not invest in PFIC stock. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualified dividend income.
 
Income received by a Pear Tree Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries.
 
If more than 50 percent of the value of a Pear Tree Fund’s total assets at the close of its taxable year consists of securities of foreign corporations, the Pear Tree Fund will be eligible and may elect to “pass-through” to the Pear Tree Fund’s shareholders the amount of foreign income and similar taxes paid by the Pear Tree Fund. Pursuant to this election, if made, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his or her pro rata share of the foreign income and similar taxes paid by the Pear Tree Fund, and will be entitled either to deduct his or her pro rata share of foreign income and similar taxes in computing his taxable income or to use it as a foreign tax credit against his or her U.S. Federal income taxes attributable to such foreign income, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions.
 
Generally, a credit for foreign taxes is subject to the limitation that the credit may not exceed the shareholder’s U.S. tax attributable to the shareholder’s total foreign source taxable income. For this purpose, if a Pear Tree Fund makes the election described in the preceding paragraph, the source of the Pear Tree Fund’s income flows through to its shareholders. With respect to the Pear Tree Fund, gains from the sale of securities generally will be treated as derived from U.S. sources and section 988 gains will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, including foreign source passive income received from the Pear Tree Fund. The foreign tax credit limitation rules do not apply to certain electing individual taxpayers who have limited creditable foreign taxes and no foreign source income other than passive investment-type income. The foreign tax credit is eliminated with respect to foreign taxes withheld on dividends if the dividend paying shares or the shares of a Pear Tree Fund are held by the Pear Tree Fund or the shareholder, as the case may be, for 15 days or less (45 days in the case of preferred shares) during the 31-day period (91-day period for preferred shares) beginning 15 days (45 days for preferred shares) before the shares become ex-dividend. In addition, if a Pear Tree Fund fails to satisfy these holding period requirements, it cannot elect under Section 853 to pass through to shareholders the ability to claim a deduction for the related foreign taxes. If a Pear Tree Fund fails to satisfy its holding period requirement, it cannot elect under section 853 to pass through to shareholders the ability to claim a deduction for the related foreign taxes.
 
The foregoing is only a general description of the foreign tax credit under current law. Because application of the credit depends on the particular circumstances of each shareholder, shareholders are advised to consult their own tax advisers to determine the impact of the credit on their personal tax situations.
 
A Pear Tree Fund may be required to withhold U.S. federal income tax at the rate of 28 percent of all taxable distributions payable to a shareholder who fails to provide the Pear Tree Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service (the “IRS”) that they are subject to backup withholding or who has furnished an incorrect taxpayer identification number to the Pear Tree Fund and the Pear Tree Fund has been notified by the IRS of the error. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability.
 
Pear Tree Fund shareholders may be subject to state, local and foreign taxes on their Pear Tree Fund distributions. In many states, Pear Tree Fund distributions that are derived from interest on certain U.S. Government obligations are exempt from taxation. The tax consequences to a foreign shareholder of an investment in the Pear Tree Fund may be different from those described herein. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Pear Tree Fund. U.S. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Pear Tree Fund.  Further, the Pear Tree Funds from time-to-time may make certain types of investments which are not addressed in this brief summary.
 

 
PROXY VOTING POLICIES
 
The Board has adopted Proxy Voting Policies and Procedures on behalf of the Pear Tree Funds which delegates responsibility for voting proxies to the Manager, subject to the Board’s continuing oversight. The Manager in turn has, where applicable, delegated responsibility for voting proxies to the Sub-Advisers that actually manage the assets of the Pear Tree Fund. The Manager and the Sub-Advisers have their own proxy voting policies and procedures, which the Board has reviewed. The Manager’s and the Sub-Advisers’ policies and procedures assure that all proxy voting decisions are made in the best interest of the Pear Tree Funds and that the Manager or the Sub-Advisers will act in a prudent and diligent manner for the benefit of the Pear Tree Funds. The Manager’s and the Sub-Advisers’ policies and procedures include specific provisions to determine when a conflict exists between the interests of a Pear Tree Fund and the interests of the Manager or the Sub-Advisers, as the case may be. Copies of the proxy voting policies and procedures are attached to this SAI as Appendix A. Information on how the Pear Tree Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2012 will be available without charge on the Pear Tree Funds website ( www.peartreefunds.com ), upon request by contacting the Pear Tree Funds or via the Securities and Exchange Commission web site at www.sec.gov .
 

 

 

 


Part C   Other Information
 
Item 28. Exhibits
 
 
(a)
Amended and Restated Agreement and Declaration of Trust of U.S. Boston Investment Company(later changed to Quantitative Group of Funds and currently Pear Tree Funds, the “Trust”) dated April 2, 1990 (i)

 
(1)
Amendment No. 1 dated July 18, 1993, to the Agreement and Declaration of Trust of the Trust dated April 2, 1990(i)

 
(2)
Establishment and Designation of Class A Shares (action by written consent of the Trustees of the Trust) dated July 26, 2005 (vii)

 
(3)
Establishment and Designation of Quant Foreign Value Small Cap Fund(action by written consent of the Trustees of the Trust) dated April 29, 2008(x).

 
(4)
Change in the Names of the Quantitative Small Cap Fund, Quantitative Long/Short Fund, Quantitative Emerging Markets Fund, Quantitative Foreign Value Fund(action by written consent of the Trustees of the Trust) dated April 29, 2008 (x).

 
(5)
Second Amended and Restated Declaration of Trust of the Trust dated May 26, 2011. (xvi)

 
(6)
Certificate of the Clerk of the Trust dated May 26, 2011 certifying to resolutions adopted by the Trustees of the Trust designating the separate series of beneficial interests of the Trust (the “Funds”) and the separate classes of beneficial interests of each such series. (xvi)

 
(7)
Certificate of the Clerk of the Trust dated July 29, 2011 certifying to resolutions adopted by the Trustees of the Trust designating Pear Tree Columbia Micro Cap Fund (the “Fund”) as a separate series of beneficial interests of the Trust and the separate classes of beneficial interests of the Fund.(xvii)


 
(b)
Amended and Restated By-Laws, Dated October 22, 2008 (xiii).

 
(c)
(1)
Portions of Agreement and Declaration of Trust Relating to Shareholders’ Rights (i)

 
(2)
Portions of By Laws Relating to Shareholders’ Rights (i)

 
(d)

 
(1)
Amended and Restated Management Contract between the Trust and Quantitative Investment Advisors, Inc. (currently Pear Tree Advisors, Inc., the “ Manager ”) dated May 1, 2008 (x).

 
(2)
Amended and Restated Advisory Contract between the Manager and Columbia Partners, L.L.C., Investment Management dated January 1, 2009 relating to Quantitative Small Cap Fund (currently, Pear Tree Columbia Small Cap Fund) (xiii).

 
(3)
Advisory Contract between the Manager and PanAgora Asset Management, Inc. dated August 3, 2007 relating to Quantitative Emerging Markets Fund (currently, Pear Tree PanAgora Dynamic Emerging Markets Fund) (ix)

 
(4)
Advisory Contract between the Manager and Polaris Capital Management, Inc. dated January 31, 1999 relating to Quantitative Foreign Value Fund (currently, Pear Tree Polaris Foreign Value Fund) (i)

(5)  
Advisory Contract between the Manager and Analytic Investors, LLC dated January 2, 2008 relating to Quantitative Long/Short Fund (currently Pear Tree Quality Fund) (ix)

(6)  
Advisory Contract between Quantitative Advisors and Polaris Capital Management, LLC, dated May 1, 2008 relating to Quantitative Foreign Value Small Cap Fund (currently, Pear Tree Polaris Foreign Value Small Cap Fund) (xiii).

(7)  
Amendment to Advisory Contract between the Manager and Analytic Investors, LLC, dated January 1, 2009 relating to Quantitative Long/Short Fund (currently Pear Tree Quality Fund) (xiii)

(8)  
Amendment to Advisory Contract between the Manager and Polaris Capital Management, LLC dated January 1, 2009 (xiii)

(9)  
Advisory Contract between the Manager and Columbia Partners, L.L.C., Investment Management relating to Pear Tree Columbia Micro Cap Fund dated August 1, 2011 attached hereto.

(10)  
Advisory Contract between the Manager and Columbia Partners, L.L.C., Investment Management dated January 27, 2011 relating to Quant Quality Fund (currently, Pear Tree Quality Fund Fund). (xvi)

(11)  
Advisory Contract between the Manager and Polaris Capital Management, Inc. dated October 5, 1999 relating to Quantitative Foreign Value Fund (currently, Pear Tree Polaris Foreign Value Fund).(xvi)

(12)  
Amendment dated January 1, 2009 to Advisory Contract dated October 5, 1999 between the Manager and Polaris Capital Management, LLC (relating to Pear Tree Polaris Foreign Value Fund).(xvi)

(13)  
Amendment dated November 10, 2009 to Advisory Contract dated October 5, 1999 between the Manager and Polaris Capital Manager, LLC (relating to Pear Tree Polaris Foreign Value Fund).(xvi)

(14)  
Amended and Restated Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Dynamic Emerging Markets Fund dated February 1, 2012 .
 
(15)  
 

 
(e)

(1)        Restated Distribution Agreement Dated May 1, 2008, (includes 12b-1 Plan) (x).

 
(2)
Form of Specimen Selling Group Agreement (viii)


(f)         Not applicable.

 
(g)

 
(1)
Custodian Contract between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008 (xi)

 
(2)
Investment Accounting Agreement between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008 (xi)

 
(h)

 
(1)
Amended and Restated Transfer Agent and Service Agreement, dated May 1, 2008 (x).

 
(2)
Amendment to Transfer Agent and Service Agreement, effective November 1, 2008 (xiii).

(3)        Administration Agreement dated November 1, 2008 (xiii)

 
(4)
Amendment dated January 27, 2011 to Administration Agreement dated November 1, 2008. (xvi)

 
(5)
Amendment and Restated Administration Agreement dated May 17, 2012.

 
(6)
Amendment dated January 27, 2011 to Amended and Restated Transfer Agent and Service Agreement.

 
(7)
Amendment dated August 1, 2011 to Amended and Restated Transfer Agent and Service Agreement.

(i)         (6)        Opinion of McLaughlin & Hunt LLP dated July 29, 2011 (Micro Cap).(xvii)

(j)         (1)        Consent of Tait, Weller & Baker LLP dated July 29, 2011. (xviii)


(k)         Not applicable.

(l)         Not applicable.

 
(m)
(1)
Distribution Plan pursuant to Rule 12b-1 is included in the Distribution Agreement (xiv)

 
(2)
Form of Specimen Selling Group Agreement (viii)

 
(n)
Multiple Class Plan Pursuant to Rule 18f-3 (xiii).

(o)         Not applicable.

(p)         (1)              Code of Ethics for the Fund
(a)      Dated April 2000 (ii)
(b)      Dated July 23, 2003 (iii)
(c)      Dated January 1, 2005 (v)
(d)      Dated January 10, 2008 (ix)
(e)      Dated May 17, 2012

 
(2)
Code of Ethics - Columbia Partners Dated July 12, 2011 (xviii)

 
(3)
Code of Ethics - PanAgora Asset Management, Inc. Dated December 31, 2011

(4)   Code of Ethics - Polaris Capital Management Inc. Dated March 25, 2009 (xiii)

(5)  
Code of Ethics - Analytic Investors, LLC Dated September 30, 2005 (ix)

(q)         Power of Attorney Dated November 11, 2011

 
Notes:
 
 
(i)
Previously filed with Post-Effective Amendment No. 20 to the Registration Statement on July 30, 1999 and incorporated by reference herein.
 
 
(ii)
Previously filed with Post-Effective Amendment No. 21 to the Registration Statement on July 31, 2000 and incorporated by reference herein.
 
 
(iii)
Previously filed with Post-Effective Amendment No. 24 to the Registration Statement on July 31, 2003.
 
 
(iv)
Previously filed with Post-Effective Amendment No. 26 to the Registration Statement on July 29, 2004.
 
 
(v)
Previously filed with Post-Effective Amendment No. 27 to the Registration Statement on May 31, 2005.
 
 
(vi)
Previously filed with Post-Effective Amendment No. 28 to the Registration Statement on July 29, 2005.
 
 
(vii)
Previously filed with Post-Effective Amendment No. 29 to the Registration Statement on August 10, 2005.
 
(viii)  
Previously filed with Post-Effective Amendment No. 36 to the Registration Statement on July 27, 2007 and incorporated by reference herein.
 
(ix)  
Previously filed with Post-Effective Amendment No. 37 to the Registration Statement on February 14, 2008 and incorporated by reference herein.
 
(x)  
Previously filed with Post-Effective Amendment No. 38 to the Registration Statement on April 30, 2008 and incorporated by reference herein.
 
(xi)  
Previously filed with Post-Effective Amendment No. 39 to the Registration Statement on May 30, 2008 and incorporated by reference herein.
 
(xii)  
Previously filed with Post-Effective Amendment No. 40 to the Registration Statement on August 1, 2008 and incorporated by reference herein.
 
(xiii)  
Previously filed with Post-Effective Amendment No. 41 to the Registration Statement on August 1, 2009 and incorporated by reference herein.
 
(xiv)  
Previously filed with Post-Effective Amendment No. 42 to the Registration Statement on May 25, 2010 and incorporated by reference herein.
 
(xv)  
Previously filed with Post-Effective Amendment No.43 to the Registration Statement on July 29, 2010 and incorporated by reference herein.
 
(xvi)  
Previously filed with Post-Effective Amendment No. 45 to the Registration Statement on June 1, 2011 and incorporated by reference herein.
 
(xvii)  
Previously filed with Post-Effective Amendment No. 46 to the Registration Statement July 29, 2011 and incorporated by reference herein.
 
(xviii)  
Previously filed with Post-Effective Amendment No. 47 to the Registration Statement August 1, 2011 and incorporated by reference herein.
 

 
Item 29. Persons Controlled by or under common control with the Company.
 
No person is presently controlled by or under common control with the Pear Tree Funds.
 

 
Item 30. Indemnification
 
Indemnification provisions for officers, directors and employees of the Trust are set forth in Article VIII, Sections one through three of the Second Amended and Restated Agreement and Declaration of Trust (the “ Declaration of Trust ”), and are hereby incorporated by reference. See Item 28(a)(5) above.  Under the Declaration of Trust, Trustees and officers will be indemnified to the fullest extent permitted to directors by the Massachusetts General Corporation Law, subject only to such limitations as may be required by the Investment Company Act of 1940, as amended, and the rules thereunder (collectively, the  “ 1940 Act ”). Under the 1940 Act, trustees and officers of an investment company such as the Trust may not be protected against liability to the investment company or its shareholders to which they would be subject because of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of their office. The Trust also maintains liability insurance policies covering its Trustees and officers.
 

 
Item 31. Business and Other Connections of Investment Adviser
 
There is set forth below information as to any other business, vocation or employment of a substantial nature in which each director or officer of the Manager is or at any time during the past two fiscal years has been engaged for his own account or in the capacity of director, officer, employee, partner or trustee.
 
Name                                                                      Business and other connections
 
Willard L. Umphrey:
President/Treasurer/Clerk/Director, U.S. Boston InsuranceAgency, Inc.;
Director/President
Director, U.S. Boston CapitalCorporation; President/Director, USB Atlantic Associates, Inc.; Director/Treasurer, USB Corporation and U.S. Boston Corporation; Director, Pear Tree Partners Management LLC;  Director, U.S. Boston Asset Management Corporation,; Partner, U.S. Boston Company, U.S. Boston Company II; President/Chairman/Trustee, Pear Tree Funds.
 
Leon Okurowski:                                         Director/President, U.S. Boston Corporation, USB Corporation;
Director/Vice President
Treasurer/Vice President, Pear Tree Funds.
 
 
Deborah A. Kessinger:
President and Chief Compliance Officer, U.S. Boston Capital
Chief Compliance Officer
Corporation; Chief Compliance Officer, Pear Tree Funds; Assistant Clerk,Pear Tree Funds.
 
The principal business address of each U.S. Boston affiliate named above is Lincoln North, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
 

 
Item 32. Principal Underwriters
 
 
(a)
Not applicable.
 
 
(b)
The directors and officer of the Registrant’s principal underwriter are:
 
Positions and                                                       Positions and
Offices with                                                       Offices with
Name                                           Underwriter                                                         Registrant
 
Deborah A. Kessinger                                         President and Chief                                                       Chief Compliance Officer and
Compliance Officer                                                       Assistant Clerk
 

 
Leon Okurowski                                         Vice President,                                         Vice President and
Treasurer, Clerk and                                         Treasurer
Director
 
Willard L. Umphrey                                         Director                                         President, Chairman
and Trustee

The principal business address of each person listed above is Lincoln North, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
 
 
(c)
Not applicable.
 

 
Item 33. Location of Accounts and Records
 
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated there under include:
 
Registrant’s current and former (within the past six years of the date of this amendment to this Registration Statement) investment sub-advisers:
 
Pear Tree Advisors, Inc.
55 Old Bedford Road
Suite 202
Lincoln, Massachusetts  01773
 
Analytic Investors, LLC
555 West Fifth Street, 50 th Floor
Los Angeles, California 90013
 
Columbia Partners, L.L.C., Investment Management
5425 Wisconsin Avenue, Suite 700
Chevy Chase, Maryland  20815
 
Polaris Capital Management, LLC
125 Summer Street
Boston, Massachusetts  02110
 
PanAgora Asset Management, LLC
470 Atlantic Avenue, 8 th Floor
Boston, Massachusetts  02110
 
SSgA Funds Management, Inc.
One Lincoln Street
Boston, Massachusetts 02111

 
Registrant’s custodian:
 
State Street Bank & Trust Company
One Lincoln Street
Boston, Massachusetts 02111
 
Registrant’s transfer agent:
 
Pear Tree Institutional Services, a division of Pear Tree Advisors, Inc.
55 Old Bedford Road
Suite 202
Lincoln, Massachusetts  01773
 

 
Item 34. Management Services
 
The Registrant has no management-related service contracts that are not discussed in Part A or B of this form.
 

 
Item 35. Undertakings
 
Not applicable.
 

 
[Rest of Page Intentionally Left Blank]
 

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Lincoln, and the Commonwealth of Massachusetts, on the 1st day of June2012.
 
 
PEAR TREE FUNDS
 

 
 
By:    /s/ Willard L. Umphrey
 
Willard L. Umphrey, President
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
 

 
/s/ Robert M. Armstrong *                                                                                    June 1, 2012
Trustee                                                                                  Date
 

 
/s/ John M. Bulbrook *                                                                      June 1, 2012
Trustee                                                                                  Date
 

 
/s/ William H. Dunla p *                                                                     June 1, 2012
Trustee                                                                                  Date
 

 
/s/ Clinton S. Marshall *                                                                     June 1, 2012
Trustee                                                                                  Date
 

 
/s/ Willard L. Umphrey *                                                                     June 1, 2012
Trustee                                                                                  Date
 

 
*By: /s/ Willard L. Umphrey                                                         June 1, 2012
       Willard L. Umphrey                                                                                  Date
      Attorney in Fact
 

 
 

EXHIBIT INDEX
 
Exhibit
 
Number                                             Description
 
Item 28(d)(9)
Advisory Contract between the Manager and Columbia Partners, L.L.C., Investment Management relating to Pear Tree Columbia Micro Cap Fund dated August 1, 2012.
 
Item 28(d)(14)
Amended and Restated Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Dynamic Emerging Markets Fund dated February 1, 2012.
 
Item 28(h)(5)
Amended and Restated Administration Agreement dated May 17, 2012.
 
Item 28(h)(6)
Amendment dated January 27, 2011 to Amended and Restated Transfer Agent and Service Agreement.

Item 28(h)(7)
Amendment dated August 1, 2011 to Amended and Restated Transfer Agent and Service Agreement.

Item 28(p)(1)(e)
Code of Ethics dated May 17, 2012
 
Item 28(p)(3)                                Code of Ethics - PanAgora Asset Management, Inc. Dated December 31, 2011

Item 28(q)                                Power of Attorney Dated November 11, 2011

 

 


 

 

 




 
 

PEAR TREE ADVISORS, INC.

ADVISORY CONTRACT

Advisory Contract ("Contract") dated as of August 1, 2011, between PEAR TREE ADVISORS, INC., a Delaware corporation (the "Manager") and COLUMBIA PARTNERS, L.L.C., INVESTMENT MANAGEMENT, a Delaware Limited Liability Company (the "Advisor").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1.  
SERVICES TO BE RENDERED BY ADVISOR TO TRUST.

(a)      Subject always to the control of the trustees (the "Trustees") of Pear Tree Funds, a Massachusetts business trust (the "Trust"), and the Manager, the Advisor, at its expense, will furnish continuously an investment program for Pear Tree Columbia Micro Cap Fund (the "Fund"), a separate series of the Trust.  The Advisor will determine what securities shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund shall be held uninvested and shall, on behalf of the Fund, make changes in the Fund's investments.  In the performance of its duties, the Advisor will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust, each as amended, and the stated investment objectives, policies and restrictions of the Fund as set forth in the then current Prospectus and Statement of Additional Information of the Fund and with other written policies which the Trustees or the Manager may from time-to-time determine and of which the Advisor has received notice.  In furnishing an investment program to the Fund and in determining what securities shall be purchased, held, sold or exchanged by the Fund, the Advisor shall (1) comply in all material respects with all provisions of applicable law governing its duties and responsibilities hereunder, including, without limitation, the Investment Company Act of 1940 (the “1940 Act”), and the Rules and Regulations thereunder; the Investment Advisors Act of 1940, and the Rules and Regulations thereunder; the Internal Revenue Code of 1986, as amended (the “Code”), relating to regulated investment companies and all Rules and Regulations thereunder; the Insider Trading and Securities Fraud Enforcement Act of 1988; and such other laws as may be applicable to its activities as Advisor to the Fund and (2) use its best efforts to manage the Fund so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder.  The Advisor shall make its officers and employees available to the Manager or Trustees from time-to-time at reasonable times to review investment policies of the Fund and to consult with the Manager and/or Trustees regarding the investment affairs of the Fund.


(b)           The Advisor, at its expense, will (1) furnish all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder, (2) keep records relating to the purchase, sale or current status of portfolio securities, (3) provide clerical personnel and equipment necessary for the efficient rendering of investment advice to the Fund, (4) furnish to the Manager such reports and records regarding the Fund and the Advisor as the Manager or Trustees shall from time-to-time request, and, (5) upon reasonable notice, review written references to the Advisor, or its methodology, whether in a Prospectus, Statement of Additional Information, sales material or otherwise.  The Advisor shall have no obligation with respect to the determination of the Fund's net asset value, except to provide the Trust's custodian with information as to the securities held in the Fund's portfolio.  The Advisor shall not be obligated to provide shareholder accounting services.

(c)           The Advisor shall place all orders for the purchase and sale of portfolio investments for the Fund's account with brokers or dealers selected by the Advisor.  In the selection of such brokers or dealers and the placing of such orders, the Advisor shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent that it may be permitted to pay higher brokerage commissions for brokerage and research services as described below.  In using its best efforts to obtain for the Fund the most favorable price and execution available, the Advisor, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions.  Subject to such written policies as the Trustees or the Manager may determine, and of which the Advisor has received notice and which the Advisor has accepted in writing, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Advisor and/or the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's and/or Manager’s overall responsibilities with respect to the Trust and to other clients as to which the Advisor and/or Manager or persons controlled by or under common control with the Advisor and/or Manager exercise investment discretion.  The Advisor agrees that in connection with purchase or sales of portfolio instruments for the Fund's account, neither the Advisor nor any officer, director, employee or agent of the Advisor shall act as principal or receive any commission other than as provided in Section 3.


(d)           The assets of the Fund shall be held by the Trust's custodian in an account which the Trust has directed the Custodian to open.  The Advisor shall at no time have custody or physical control of any of the assets of the Fund.  The Manager shall cause such custodian to provide the Advisor with such information and reports concerning the Fund or its assets as the Advisor may from time to time reasonably request and to accept instructions from the Advisor with respect to such assets and transactions by the Fund in the performance of the Advisor's duties hereunder.  The Advisor shall have no liability or obligation to pay the cost of such custodian or any of its services.

(e)           Advice rendered to the Fund shall be confidential and may not be used by any shareholder, Trustee, officer, director, employee or agent of the Trust or of the Manager or by the sub-advisor of any other fund of the Trust.  Non-public information provided to the Manager on a confidential basis regarding the methodology of the Advisor shall not be made publicly available by the Manager, except that such information may be disclosed to the Trustees and may be disclosed to the extent necessary to comply with the federal and state securities laws and, if practical and on the advice of counsel to the Trust, after notice to the Advisor, upon order of any court or administrative agency or self-regulatory organization of which the Manager or its affiliates are members.

(f)           The Advisor shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Advisor pursuant to this Section 1.

2.           OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Advisor, and in any person controlled by or under common control with the Advisor, and that the Advisor and any person controlled by or under common control with the Advisor may have an interest in the Trust.  It is also understood that the Advisor and persons controlled by or under common control with the Advisor have and may have advisory, management, service or other contracts with other organizations (including other investment companies and other managed accounts) and persons, and may have other interests and businesses.

Nothing in this Contract shall prohibit the Advisor or any of its affiliates from providing any services for any other person or entity or limit the services which the Advisor or any such affiliate can provide to any person or entity. The Manager understands and agrees that the Advisor and its affiliates perform investment advisory and investment management services for various clients other than the Manager and the Trust.  The Manager agrees that the Advisor and its affiliates may give advice and take action in the performance of duties with respect to any other client which may differ from advice given, or the timing or nature of action taken, with respect to the Fund.  Nothing in this Contract shall be deemed to impose upon the Advisor any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which the Advisor or any of its affiliates may purchase or sell for its own account or for the account of any other client, so long as it continues to be the policy and practice of the Advisor not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities, so that to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.



3.           COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR.

The Fund, as directed by the Manager will pay to the Advisor from the fees payable to the Advisor under the Manager’s investment management agreement with  the Trust, as compensation for the Advisor's services rendered and for the expenses borne by the Advisor pursuant to Section 1, a fee, computed and paid monthly   at the annual rate of 0.47% of the aggregate average daily net asset value of the Fund .  Such average daily Net Assets of the Fund shall be determined by taking an average of all the determinations of such Net Assets during such month at the close of business on each business day, and for non-business days, the net asset value determined on the previous business day, during such month while this Contract is in effect.  Such fee shall be payable for each month within 30 days after the end of each month, beginning with the first full month of the contract.


4.
ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO THIS CONTRACT.

This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Manager’s investment management agreement with  the Trust is terminated generally, or with respect to the Fund; and this Contract shall not be amended unless (i) such amendment is approved at a meeting by an affirmative vote of a majority of the outstanding shares of the Fund, and (ii) by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager or of the Advisor. Notwithstanding the foregoing, shareholder approval will not be required for amendments to this Contract if the Fund obtains an exemptive order from the Securities and Exchange Commission (the “SEC”) permitting amendments to this Contract without shareholder approval.

5.           EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall become effective on August 1, 2011 or such other time as shall be agreed upon by the Manager and the Advisor, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

(a)           The Trust or the Manager may at any time terminate this Contract as to the Fund by not more than sixty days' or less than thirty days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor, or

(b)           The Advisor may at any time terminate this Contract as to the Fund by not less than one hundred fifty days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager, or

(c)           If (i) the Trustees of the Trust, or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager or of the Advisor, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Contract, then this Contract shall automatically terminate as to the Fund at the close of business on the second anniversary of the effective date hereof or the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Contract is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Advisor may continue to serve hereunder in a manner consistent with the 1940 Act and the Rules and Regulations thereunder.

Action by the Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.

6.           CERTAIN DEFINITIONS.

For the purposes of this Contract, the "affirmative vote of a majority of the outstanding shares" means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Trust or the Fund, as the case may be, present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Trust or the Fund, as the case may be, entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Trust or the Fund, as the case may be, entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms "affiliated person", "control", "interested person" and "assignment" shall have their respective meanings defined in the 1940 Act and the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the SEC under the 1940 Act; the term "specifically approve at least annually" shall be construed in a manner consistent with the 1940 Act and the Rules and Regulations thereunder; and the term  "brokerage and research services" shall be construed in a manner consistent with the Securities Exchange Act of 1934 and the Rules and Regulations thereunder.

7.           NONLIABILITY OF ADVISOR.

Notwithstanding any other agreement to the contrary, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Advisor, its partners, officers, directors, employees or agents or reckless disregard of the Advisor's obligations and duties hereunder, neither the Advisor nor its officers, directors, employees or agents shall be subject to any liability to the Trust or to the Manager, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder, unless the Advisor is claiming indemnity from any of them in connection herewith, but then only to the extent of the indemnity obtained.  The Manager agrees that in the Advisor’s performance of services under this Contract, the Advisor shall not be liable for any error in judgment in connection with any investment decision made by the Manager or any failure by the Advisor to execute a trade directed by the Manager if the execution of such trade constitutes a violation of federal or state law, rule or regulation or a breach of any fiduciary or confidential relationship.     Nothing contained in this Section 7 or anywhere else in this Contract shall constitute a waiver or limitation of any rights that the Manager and the Fund may have under the federal securities laws or other applicable federal or state laws.



8.           VOTING OF SECURITIES.

The Advisor shall have the power to vote, either in person or by proxy, all securities in which assets of the Fund may be invested from time to time and shall not be required to seek or take instructions from the Manager or the Trustees of the Trust, or to take any action, with respect thereto.

9.           REPRESENTATIONS AND COVENANTS OF THE MANAGER.

(a)           The Manager represents that the terms of this Contract do not violate any obligation by which it is bound, whether arising by contract, operation of law or otherwise, and that it has the power, capacity and authority to enter into this Contract and to perform in accordance herewith.  In addition, the Manager represents, warrants and covenants to the Advisor that it has the power, capacity and authority to commit the Trust to this Contract; that a true and complete copy of the Agreement and Declaration of Trust and By-Laws of the Trust and the stated objectives, policies and restrictions of the Fund have been delivered to the Advisor; and that true and complete copies of every amendment thereto will be delivered to the Advisor as promptly as practicable after the adoption thereof.  The Manager agrees that notwithstanding any other provision of this Contract to the contrary, the Advisor will not be bound by any such amendment until the Advisor has received a copy thereof and has had a reasonable opportunity to review it.  The Manager will provide to the Advisor disclosures required to be made by the Manager to the Fund’s investors noting the change in strategy of the Fund.

(b)           The Manager shall indemnify and hold harmless the Advisor, its partners, officers, employees and agents and each person, if any, who controls the Advisor within the meaning of any applicable law (each individually an "Indemnified Party") from and against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees and other expenses of an Indemnified Party's counsel, other than attorneys’ fees and costs in relation to the preparation of this Contract; each party bearing responsibility for its own such costs and fees), joint or several, (other than liabilities, losses, expenses, attorneys’ fees and costs or damages arising from the failure of the Advisor to perform its responsibilities hereunder or claims arising from its acts or failure to act in performing this Contract) to which the Advisor or any other Indemnified Party may become subject under any federal or state law arising from the Manager’s (or its respective agents and employees) failure to perform its duties and assume its obligations hereunder or as a result of any failure of the Manager or, if caused by any failure of the Manager, of the Trust or the Fund, to disclose a material fact, or any omission by the Manager, or, if caused by any failure of the Manager, of the Trust or the Fund, to disclose a material fact, in any document relating to the Trust or the Fund, except any failure or omission caused solely by (i) the incorporation in any such document of information relating to the Advisor which is furnished to the Manager in writing by or with the consent of the Advisor expressly for inclusion in such document or (ii) a breach, of which the Manager was not aware, by the Advisor of its duties hereunder.  With respect to any claim for which an Indemnified Party is entitled to indemnity hereunder, the Manager shall assume the reasonable expenses and costs (including any reasonable attorneys’ fees and costs) of the Indemnified Party or investigating and/or defending any claim asserted or threatened by any party, subject always to the Manager first receiving a written undertaking from the Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination that the Indemnified Party was not entitled to indemnification hereunder with respect of such claim.

(c)           No public reference to, or description of, the Advisor or its methodology or work shall be made by the Manager or the Trust, whether in a prospectus, Statement of Additional Information or otherwise, unless the Manager provides the Advisor with a reasonable opportunity to review any such reference or description prior to the first use of such reference or description..

10.           REPRESENTATIONS AND COVENANTS OF THE ADVISOR.

(a)           The Advisor represents that the terms of this Contract do not violate any obligation by which it is bound, whether arising by contract, operation of law, or otherwise, and that it has the power, capacity and authority to enter into this Contract and to perform in accordance herewith.

(b)           The Advisor shall immediately notify the Manager in the event that the Advisor or any of its affiliates:  (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Contract; or (2) becomes aware that it the subject of an administrative proceeding or enforcement action by the SEC or any other regulatory authority.  The Advisor further agrees to notify the Manager immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Trust’s Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.

(c)           The Advisor agrees to maintain such books and records with respect to its services to the Fund as are required under the 1940 Act, and rules adopted thereunder, and by other applicable legal provisions, and to preserve such records for the periods and in the manner required by that Section, and those rules and legal provisions.  The Advisor also agrees that records it maintains and preserves pursuant to Rule 31a-1 and Rule 31a-2 under the 1940 Act and otherwise in connection with its services hereunder are the property of the Trust and will be surrendered promptly to the Trust upon its request.  The Advisor further agrees that it will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder which may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws and regulations.

(d)           The Advisor shall provide the Manager with quarterly representations regarding the compliance of its employees with the Advisor’s code of ethics governing personal securities transactions.  The Advisor shall provide the Manager with copies of any revisions to its code of ethics.

(e)           The Advisor shall indemnify and hold harmless the Manager, the Trust,  the Fund, their partners, officers, employees and agents and each person, if any, who controls the Manager or Fund within the meaning of any applicable law (each individually an "Indemnified Party") from and against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees and other expenses of an Indemnified Party's counsel, other than attorneys’ fees and costs in relation to the preparation of this Contract; each party bearing responsibility for its own such costs and fees), joint or several, (other than liabilities, losses, expenses, attorneys’ fees and costs or damages arising from the failure of the Manager to perform its responsibilities hereunder or claims arising from its acts or failure to act in performing this Contract) arising from Advisor’s (or its respective agents and employees) failure to perform its duties and assume its obligations hereunder, including any action or claim against the Manager based on any alleged untrue statement or misstatement of a material fact made or provided in writing by or with the consent of Advisor contained in any registration statement, prospectus, shareholder report or other information or materials relating to the Fund and shares issued by the Fund, or the failure or alleged failure to state a material fact therein required to be stated in order that the statements therein are not misleading, which fact should have been made known or provided by the Advisor to the Manager.  With respect to any claim for which an Indemnified Party is entitled to indemnity hereunder, the Advisor shall assume the reasonable expenses and costs (including any reasonable attorneys’ fees and costs) of the Indemnified Party of investigating and/or defending any claim asserted or threatened by any party, subject always to the Advisor first receiving a written undertaking from the Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination that the Indemnified Party was not entitled to indemnification hereunder with respect of such claim.

11.           USE OF NAME.

(a)   It is understood that the name of the Fund (as it may be changed from time to time while the Advisor provides services pursuant to this Contract) or any derivative thereof or logo associated with that name is the valuable property of the Trust and/or its affiliates, and that the Advisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Advisor is sub-adviser to the Manager with respect to the Fund.  Upon termination of this Contract, the Advisor shall forthwith cease to use such name (or derivative or logo).
 
 
(b)   It is understood that the name of the Advisor (as it may be changed from time to time while the Advisor provides services pursuant to this Contract) or any derivative thereof or logo associated with that name is the valuable property of the Advisor and/or its affiliates, and that the Manager, the Trust and the Fund each has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is the sub-adviser to the Manager with respect to the Fund.  Upon termination of this Contract, the Manager, the Trust and the Fund each shall forthwith cease to use such name (or derivative or logo) with respect to the Fund.

12.           GOVERNING LAW.

This Contract shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws, except to the extent such laws shall be preempted by the 1940 Act or by other applicable laws.

13.           INDEPENDENT CONTRACTOR.

Advisor shall for all purposes of this Contract be deemed to be an independent contractor and, except as otherwise expressly provided herein, shall have no authority to act for, bind or represent the Manager, the Trust or the Fund in any way or otherwise be deemed to be an agent of the Fund.  Likewise, the Trust, the Fund, the Manager and their affiliates, agents and employees shall not be deemed agents of the Advisor and shall have no authority to bind the Advisor.

14.           MISCELLANEOUS.

(a)           The captions of this Contract are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(b)           In the event that the Advisor or Manager is or becomes a party to any action or proceedings in respect of which indemnification may be sought hereunder, the party seeking indemnification shall promptly notify the other party thereof.  The party from whom indemnification is sought shall not be liable hereunder for any settlement of any action or claim effected without its written consent, which consent shall not be reasonably withheld.

(c)           This Contract may be executed in one or more counterparts, all of which taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF , PEAR TREE ADVISORS, INC. and COLUMBIA PARTNERS, L.L.C., INVESTMENT MANAGEMENT have each caused this instrument to be signed in duplicate in its behalf, all as of the day and year first above written.


PEAR TREE ADVISORS, INC.


By /s/ Willard L. Umphrey
     Willard L. Umphrey
      President


COLUMBIA PARTNERS, L.L.C., INVESTMENT MANAGEMENT


By /s/ K. Dunlop Scott
     K. Dunlop Scott
     President and Chief Operating Officer


 
 


 
 


 
PEAR TREE ADVISORS, INC.
 


 
ADVISORY CONTRACT

 



 
Advisory Contract ("Contract") dated as of February 1, 2012, between PEAR TREE ADVISORS, INC., a Delaware corporation (the "Manager") and PANAGORA ASSET MANAGEMENT, INC., a Delaware corporation (the "Advisor").
 

WITNESSETH:
 

That in consideration of the mutual covenants herein contained, it is agreed as follows:
 

1.   SERVICES  TO BE RENDERED BY ADVISOR TO TRUST.
 

(a) Subject always to the control of  the trustees (the "Trustees") of Pear Tree Funds, a Massachusetts business trust (the "Trust"), and the Manager, the Advisor, at its expense, will furnish continuously an investment program for Pear Tree PanAgora Dynamic Emerging Markets Fund (the "Fund"), a separate series of the Trust.   The Advisor will determine what securities shall be purchased, held, sold or exchanged by the Fund and what portion, if   any, of the assets of the Fund shall be held uninvested and shall, on behalf of the Fund, make changes in the Fund's investments. In the performance of its duties, the Advisor will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust, each as amended, and the stated investment objectives, policies and  restrictions of the Fund  as set  forth in the then current Prospectus and Statement of Additional Information of the Fund and with other written policies which the Trustees or the Manager may from time-to-time determine and of which the Advisor has received notice.  In furnishing an investment program to the Fund and in determining what securities shall be purchased, held, sold or exchanged by the Fund, the Advisor shall (1) comply in all material respects with all provisions of applicable law governing its duties and responsibilities hereunder, including, without limitation, the Investment Company Act of 1940 (the "1940  Act"), and the Rules and Regulations thereunder;· the Investment Advisors Act of
 
1940, and the Rules and Regulations thereunder; the Internal Revenue Code of 1986, as amended. (the  "Code"),  relating  to  regulated  investment  companies  and  all  Rules  and  Regulations thereunder; the Insider Trading and Securities Fraud Enforcement Act of 1988; and such other laws as may be applicable to its activities as Advisor to the Fund and (2) use its best efforts to manage the Fund so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Advisor shall make its officers and employees available to the Manager or Trustees from time-to-time at
 
reasonable times to review investment policies of the Fund and to consult with the Manager and/or Trustees regarding the investment affairs of the Fund.

 
 


(b)       The Advisor, at its expense, will (1)   furnish all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder, (2) keep records relating to the purchase, sale or current status of portfolio securities, (3)   provide clerical personnel and equipment necessary for the efficient rendering of investment advice to the Fund, (4)   furnish to the Manager such reports and records regarding the Fund and the Advisor as the Manager or Trustees shall from time-to-time request, and, (5)   upon reasonable notice, review written references to the Advisor, or its methodology, whether in a Prospectus, Statement of Additional Information, sales material or otherwise.  The Advisor shall have no obligation with respect to the determination of the Fund's net asset value, except to provide the Trust's custodian with information as to the securities held in the Fund's portfolio.  The Advisor shall not be obligated to provide shareholder accounting services.
 

(c)          The   Advisor   shall   place   all   orders   for   the   purchase   and   sale   of   portfolio investments   for   the   Fund's   account   with   brokers   or   dealers   selected   by   the   Advisor.     In   the selection   of   such   brokers   or   dealers   and   the   placing   of   such   orders,   the   Advisor   shall   use   its   best efforts   to   obtain   for   the   Fund   the   most   favorable   price   and   execution   available,   except   to   the extent   that   it   may   be   permitted   to   pay   higher   brokerage   commissions   for   brokerage   and   research services   as   described   below.   In   using   its   best   efforts   to   obtain   for   the   Fund   the   most   favorable price   and   execution   available,   the   Advisor,   bearing   in   mind   the   Fund's   best   interests   at   all   times, shall   consider   all   factors   it   deems   relevant,   including   by   way   of   illustration,   price,   the   size   of   the transaction,   the   nature of   the   market   for   the   security,   the   amount   of   the   commission,   if   any,   the timing   of   the   transaction   taking   into   account   market   prices   and   trends,   the   reputation,   experience and   financial   stability   of   the   broker   or   dealer   involved   and   the quality   of   service   rendered   by   the broker   or   dealer   in   other   transactions.   Subject   to · such   written   policies   as   the   Trustees   or   the Manager   may   determine,   and   of   which   the   Advisor   has   received   notice   and   which   the   Advisor   has accepted   in   writing,   the   Advisor   shall   not   be   deemed   to   have   acted   unlawfully   or   to   have breached   any   duty   created   by   this   Contract   or   otherwise   solely   by   reason   of   its   having   caused   the Fund   to   pay   a   broker   or   dealer   that   provides   brokerage   and   research   services   to   the   Advisor and/or   the   Manager   an   amount   of   commission   for   effecting   a   portfolio   investment   transaction   in excess   of   the   amount   of   commission   another   broker   or   dealer   would   have charged   for   effecting that   transaction,   if   the   Advisor   determines   in   good   faith   that   such   amount   of   commission   is reasonable   in   relation   to   the   value   of   the   brokerage   and   research   services   provided   by   such   broker or   dealer,   viewed   in   terms   of   either   that   particular   transaction   or   the   Advisor's and/or   Manager's overall   responsibilities   with   respect   to   the   Trust   and   to   other   clients   as   to   which   the   Advisor and/or   Manager   or   persons   controlled   by   or   under   common   control   with   the   Advisor   and/or Manager   exercise   investment   discretion.   The   Advisor   agrees   that   in   connection   with   purchase   or sales   of   portfolio   instruments   for   the   Fund's   account,   neither   the   Advisor   nor   any   officer,   director, employee   or   agent   of   the   Advisor   shall   act   as   principal   or   receive   any commission   other   than   as provided   in   Section   3.

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(d)        The assets of the Fund shall be held by the Trust's custodian in an account which the Trust has directed the Custodian to open.   The Advisor shall at no time have custody or physical control of any of the assets of the Fund.  The Manager shall cause such custodian to provide the Advisor with such information and reports concerning the Fund or its assets as the Advisor may from time to time reasonably request and to accept instructions from the Advisor with respect to such assets and transactions by the Fund in the performance of the Advisor's duties hereunder.   The Advisor shall have no liability or obligation to pay the cost of such custodian or any of its services.
 

(e)        Advice rendered to the Fund shall be confidential and may not be used by any shareholder, Trustee, officer, director, employee or agent of the Trust or of the Manager or by the sub-advisor of any other fund of the Trust.  Non-public information provided to the Manager on a confidential basis regarding the methodology of the Advisor shall not be made publicly available by the Manager, except that such information may be disclosed to the Trustees and may be disclosed to the extent necessary to comply with the federal and state securities laws and, if practical and on the advice of counsel to the Trust, after notice to the Advisor, upon order of any court or administrative agency or self-regulatory organization of which the Manager or its affiliates are members.
 

(f)            The Advisor shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Advisor pursuant to this Section I.
 

2.           OTHER AGREEMENTS, ETC.
 

It   is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Advisor, and in any person controlled by or under common control with the Advisor, and that the Advisor and any person controlled by or under common control with the Advisor may have an interest in the Trust.   It   is also understood that the Advisor and persons controlled by or under common control with the Advisor have and may have advisory, management, service or other contracts with other organizations (including other investment companies and other managed accounts) and persons, and may have other interests and businesses.
 

Nothing in this Contract shall prohibit the Advisor or any of its affiliates from providing any services for any other person or entity or limit the services which the Advisor or any such affiliate can provide to any person or entity. The Manager understands and agrees that the Advisor and its affiliates perform investment advisory and investment management services for various clients other than the Manager and the Trust.  The Manager agrees that the Advisor and its affiliates may give advice and take action in the performance of duties with respect to any other client which may differ from advice given, or the timing or nature of action taken, with respect to the Fund.  Nothing in this Contract shall be deemed to impose upon the Advisor any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which the Advisor or any of its affiliates may purchase or sell for its own account or for the account of any other client, so long as it continues to be the policy and practice of the Advisor not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities, so that to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.
 

3.           COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR.

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The Fund, as directed by the Manager will pay to the Advisor from the fees payable to the Advisor under the Manager's investment management agreement with  the Trust, as compensation for the Advisor's services rendered and for the expenses borne by the Advisor pursuant to Section I, a fee, computed and paid monthly at the annual rate of0.47% of the aggregate average daily net asset value of the Fund for assets in the Fund up to $300,000,000 and 0.50% of the aggregate average daily net asset value of the Fund for assets over $300,000,000.
 

Such average daily Net Assets of the Fund shall be determined by taking an average of all the  determinations  of  such  Net  Assets  during  such  month  at  the  close  of  business  on  each business day, and for non-business days, the net asset value determined on the previous business day, during such month while this Contract is in effect.  Such fee shall be payable for each month within 30 days after the end of each month, beginning with the first full month of the contract.
 



 
4.
ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO THIS CONTRACT.
 

This Contract  shall automatically  terminate, without the payment of any penalty, in the event  of its assignment  or  in the event  that the Manager's  investment  management  agreement with  the Trust is terminated generally, or with respect to the Fund; and this Contract shall not be amended unless (i) such amendment is approved at a meeting by an affirmative vote of a majority of the outstanding shares of the Fund, and (ii)   by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees  of the Trust  who are not interested  persons  of  the  Trust  or  of  the  Manager  or  of  the  Advisor.  Notwithstanding   the foregoing, shareholder approval will not be required for amendments to this Contract if the Fund obtains   an  exemptive   order  from   the  Securities   and  Exchange   Commission   (the  "SEC") permitting amendments to this Contract without shareholder approval.
 

5.           EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
 

This Contract shall become effective on February 1, 2102, or such other time as shall be agreed upon by the Manager and the Advisor, and shall remain in full force and effect as to the Fund continuously  thereafter (unless terminated automatically as set forth in Section 4)   until terminated as follows:
 

(a)        The Trust or the Manager may at any time terminate this Contract as to the Fund by not  more  than  sixty  days'  or  less  than  thirty  days'  written  notice  delivered  or  mailed  by registered mail, postage prepaid, to the Advisor, or
 

(b)        The Advisor may at any time terminate this Contract as to the Fund by not less than  one  hundred  fifty  days'  written  notice  delivered  or  mailed  by  registered  mail,  postage prepaid, to the Manager, or
 

(c)         If (i) the Trustees of the Trust, or the shareholders  by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii)   a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager or of the Advisor, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Contract, then this Contract shall automatically terminate as to the Fund at the close of business on the second anniversary of the effective date hereof or the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Contract is submitted to the shareholders of the

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Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Advisor may continue to serve hereunder in a manner consistent with the
1940 Act and the Rules and Regulations thereunder.
 

Action by the Trust under (a) above may be taken either (i) by vote of a majority of its
Trustees, or (ii)   by the affirmative vote of a majority of the outstanding shares of the Fund.
 

Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.
 

6.           CERTAIN DEFINITIONS.
 

For the purposes of this Contract, the "affirmative vote of a majority of the outstanding shares" means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Trust or the Fund, as the case may be, present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Trust or the Fund, as the case may be, entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Trust or the Fund, as the case may be, entitled to vote at such meeting, whichever is less.                                                                          ·
 

For the purposes of  this Contract, the terms "affiliated person", "control", "interested person" and "assignment" shall have their respective meanings defined in the 1940 Act and the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the SEC under the 1940 Act; the term "specifically approve at least annually" shall be construed in a manner consistent with the 1940 Act and the Rules and Regulations thereunder; and the term "brokerage and research services" shall be construed in a manner consistent with the Securities Exchange Act of 1934 and the Rules and Regulations thereunder.
 

7.           NONLIABILITY OF ADVISOR.
 

Notwithstanding any other agreement to the contrary, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Advisor, its partners, officers, directors, employees or  agents or reckless disregard of  the Advisor's obligations and duties hereunder, neither the Advisor nor its officers, directors, employees or agents shall be subject to any liability to the Trust or to the Manager, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder, unless the Advisor is claiming indemnity from any of them in connection herewith, but then only to the extent of the indemnity obtained.   The Manager  agrees  that  in  the Advisor's performance of services under   this  Contract,   the  Advisor   shall   not  be  liable   for  any  error   in  judgment   in connection with  any  investment decision  made  by  the  Manager  or  any  failure  by  the Advisor   to  execute   a  trade  directed   by  the  Manager   if  the  execution   of  such  trade constitutes   a  violation of  federal  or  state  law,  rule  or  regulation   or  a  breach  of  any fiduciary  or confidential relationship.   Nothing  contained in this Section  7 or anywhere else in this Contract  shall  constitute  a waiver or limitation  of any rights  that the Manager and  the Fund  may  have  under  the federal  securities  laws  or other  applicable federal  or state laws.
 

8.           VOTING OF SECURITIES.

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The Advisor shall have the power to vote, either in person or by proxy, all securities in



 
 
which assets of the Fund may be invested from time to time and shall not be required to seek or take instructions from the Manager or the Trustees of the Trust, or to take any action, with respect thereto.
 

9.         REPRESENTATIONS AND COVENANTS OF THE MANAGER.
 

(a)        The  Manager  represents that  the  terms of  this Contract do  not  violate any obligation by which it is bound, whether arising by contract, operation of law or otherwise, and that it has the power, capacity and authority to enter into this Contract and to perform in accordance herewith. In addition, the Manager represents, warrants and covenants to the Advisor that it has the power, capacity and authority to commit the Trust to this Contract; that a true and complete copy of the Agreement and Declaration of Trust and By-Laws of the Trust and the stated objectives, policies and restrictions of the Fund have been delivered to the Advisor; and that true and complete copies of every amendment thereto will be delivered to the Advisor as promptly as practicable after the adoption thereof. The Manager agrees that notwithstanding any other provision of this Contract to the contrary, the Advisor will not be bound by any such amendment until the Advisor has received a copy thereof and has had a reasonable opportunity to review it.   The Manager will provide to the Advisor disclosures required to be made by the Manager to the Fund's investors noting the change in strategy of the Fund.
 

(b)        The  Manager  shall  indemnify and  hold  harmless  the Advisor,  its  partners, officers, employees and agents and each person, if any, who controls the Advisor within the meaning of any applicable law (each individually an "Indemnified Party") from and against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees and other expenses of an Indemnified Party's counsel, other than attorneys' fees and costs in relation to the preparation of this Contract; each party bearing responsibility for its own such costs and fees), joint or several, (other than liabilities, losses, expenses, attorneys' fees and costs or damages arising from the failure of the Advisor to perform its responsibilities hereunder or claims arising from its acts or failure to act in performing this Contract) to which the Advisor or any other Indemnified Party may become subject under any federal or state law arising from the Manager's (or its respective agents and employees) failure to perform its duties and assume its obligations hereunder or as a result of any failure of the Manager or, if caused by any failure of the Manager, of the Trust or  the Fund, to disclose a  material fact, or any omission  by the Manager, or, if caused by any failure of the Manager, of the Trust or the Fund, to disclose a material fact, in any document relating to the Trust or the Fund, except any failure or omission caused solely by (i) the incorporation in any such document of information relating to the Advisor which is furnished to the Manager in writing by or with the consent of the Advisor expressly for inclusion in such document or (ii)   a breach, of which the Manager was not aware, by the Advisor of its duties hereunder or arising out of a breach by the Manager of Section 11 of this Contract. With respect to any claim for which an Indemnified Party is entitled to indemnity hereunder, the Manager shall assume the reasonable expenses and costs (including any reasonable attorneys' fees and costs) of the Indemnified Party or investigating and/or defending any claim asserted or threatened by any party, subject always to the Manager first receiving a written undertaking from the Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination that the Indemnified Party  was not entitled to indemnification hereunder with respect of such claim.
 

(c)        No public reference to, or description of, the Advisor or its methodology or work shall be made by the Manager or the Trust, whether in a prospectus, Statement of Additional

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Information or otherwise, unless the Manager provides the Advisor with a reasonable opportunity to review any such reference or description prior to the first use of such reference or description.

10.           REPRESENTATIONS AND COVENANTS OF THE ADVISOR.

(a)         The  Advisor  represents  that  the  terms  of  this  Contract  do  not  violate  any obligation  by which it is bound, whether arising by contract, operation of law, or otherwise, and that  it  has  the  power,  capacity  and  authority  to enter  into  this  Contract  and  to  perform  in accordance herewith.
 

(b)        The Advisor shall immediately notify the Manager in the event that the Advisor or any of its affiliates:    (I)   becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Contract; or (2) becomes aware that it the subject of an administrative proceeding or enforcement action by the SEC or any other regulatory authority.  The Advisor further agrees to notify the Manager immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Trust’s Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
 

(c)         The  Advisor  agrees  to  maintain  such  books  and  records  with  respect  to  its services  to the Fund  as are required under the 1940 Act, and rules adopted  thereunder, and by other applicable legal provisions, and to preserve such records for the periods and in the manner required  by  that Section,  and those  rules and  legal  provisions.   The  Advisor  also  agrees  that records it maintains and preserves pursuant to Rule 31a-1 and Rule 31a-2 under the 1940 Act and otherwise in connection with its services hereunder are the property of the Trust and will be surrendered promptly to the Trust upon its request.  The Advisor further agrees that it will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder which may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws and regulations.
 

(d)        The Advisor shall provide the Manager with quarterly representations regarding the compliance of its employees with the Advisor’s code of ethics governing personal securities transactions.  The Advisor shall provide the Manager with copies of any revisions to its code of ethics.
 

(e)         The  Advisor  shall  indemnify  and  hold  harmless  the Manager,  the Trust,    the Fund,  their partners, officers, employees  and agents and each  person, if any, who controls  the Manager  or Fund  within the meaning of any applicable  law (each individually an "Indemnified Party") from and against all losses, claims, damages, liabilities and expenses (including, without limitation,  reasonable  fees  and  other  expenses  of an  Indemnified  Party's  counsel,  other  than attorneys'  fees and costs in relation to the preparation of this Contract; each party bearing responsibility  for  its own such costs and  fees), joint or several,  (other  than  liabilities,  losses, expenses, attorneys'  fees and costs or damages arising from the failure of the Manager to perform its responsibilities  hereunder or claims arising from its acts or failure  to act in performing  this Contract) arising from Advisor's  (or its respective agents and employees)  failure to perform  its duties and assume its obligations hereunder,  including any action or claim against the Manager based on any alleged  untrue statement or  misstatement of a material fact  made or provided in writing by or with the consent of Advisor contained in any registration statement, prospectus, shareholder report or other information  or materials relating to the Fund and shares issued by the Fund, or the failure or alleged failure to state a material fact therein required to be stated in order

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that the statements therein are not misleading, which fact should have been made known or provided by the Advisor to the Manager, or arising out of a breach by the Advisor of Section 11 of this Contract or arising out of the Advisor's use the performance track record of the Fund and any other performance related data produced by the Advisor with respect to the Fund even if the Advisor's use of the performance track record is not a breach by the Advisor of Section 11   of this Contract.  With respect to any claim for which an Indemnified Party is entitled to indemnity hereunder, the Advisor shall assume the reasonable expenses and costs (including any reasonable attorneys' fees and costs) of the Indemnified Party of investigating and/or defending any claim asserted or threatened by any party, subject always to the Advisor first receiving a written undertaking from the Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination that .the Indemnified Party was not entitled to indemnification hereunder with respect of such claim.
 

11.       USE OF NAME.
 

(a)        The Advisor acknowledges that the name of the Trust, the name of the Fund and any derivative thereof and any logo associated therewith, are the valuable property of the Trust and/or one or more of its affiliates.  During the term of this Contract, the Advisor may from time to time without the further consent of the Trust, identify itself as the investment sub-adviser to the Manager with respect to the Fund in any of the Advisor's regulatory filings and in written marketing materials used in marketing the investment advisory services of the Advisor.   The Advisor may not otherwise publish, and may not otherwise use, the name of the Fund (as it may be changed from time to time while the Advisor provides services pursuant to this Contract) or publish any derivative thereof or logo associated with that name or the name of the Trust, including "Pear Tree Funds®", without the express written consent of the Manager.   If,   at any time, the Trust grants the Advisor a right or a license to use the registered trademark "Pear Tree Funds" or any other registered trade or service mark of the Trust in any written marketing materials or regulatory filings, the Advisor shall expressly state in writing in such marketing material or regulatory filing that such mark is owned by the Trust and/or its affiliates.
 
(b)        The Advisor may use the performance track record of the Fund and any other performance related data produced by the Advisor with respect to the Fund without any further consent of the Manager or the Fund, provided that such performance information (i) is used to
 
prepare the performance of an investment strategy composite in  accordance with  SEC advertising    rules   and   or   the   Global   Investment  Performance  Standards   (GIPS®) published  by CFA  Institute,  (ii) is not used to advertise or market the Fund, the Trust or the Manager and (iii) does not specifically identify the Fund or the Trust by name, and provided further that ·nothing herein requires the Trust, the Fund, the Manager or any of their affiliates to prepare, record or maintain any data or other information for the benefit of the Advisor.
(c)           The Manager acknowledges that the name of the Trust, the name of the Fund and
 
any derivative thereof and any logo associated therewith, are the valuable property of the Trust and/or one or more of its affiliates.   During the term of this Contract, the Trust shall have a nonexclusive, non-transferable, non-assignable, royalty-free license to use the name "PanAgora"
 
in the name of the Fund.
(d)           During the term of this Contract, the Trust shall have a nonexclusive, non-
transferable, non-assignable, royalty-free license to use the name "PanAgora", "PanAgora Asset
Management, Inc." (or any derivative thereof or logo associated therewith).   As between the
 
parties, the Advisor and its affiliates reserve all right, title and interest in and to the name "PanAgora", "PanAgora Asset Management, Inc." (or derivative or logo) and all intellectual property rights associated therewith.   The name "PanAgora", "PanAgora Asset Management, Inc." (or derivative or logo) is licensed, not sold to Manager. The Manager and the Fund shall

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cease to use the name "PanAgora Asset Management, Inc." (or derivative or logo) promptly upon termination of this Contract.The  Manager  shall  not  publish,  and  may  not  otherwise  use, "PanAgora", "PanAgora  Asset Management, Inc." (or derivative or logo) in any written material used  in  marketing  the Fund  and  in  written  communications  to  investors  in  the Fund  ("Fund Marketing  Materials"),  without the express  written consent  of the Advisor;  provided, however, that any or all the Trust, the Fund, the Manager or their affiliates may, without the consent of the Advisor,  publish  or  otherwise  utilize  "PanAgora", "PanAgora   Asset  Management,  Inc."  (or derivative  or logo) in (i) any communication,  document, instrument or other material that is not Fund  Marketing  Material  and (ii)  any Fund  Marketing  Material  if such  use is: (1)  limited  to stating the name of the Fund and/or the identity of the Advisor as the investment sub-adviser  to the Fund, or (2)   necessary or, in the reasonable opinion of the Trust or the Manager, appropriate in order for the Trust, the Manager and/or its affiliates to comply with (A) the Securities Act of
1933, as amended, and the rules thereunder, (B) the rules of the Financial Industry Regulatory
 
Authority, Inc., or (C)   any other applicable law.
 
(e)         All Fund Marketing Materials shall expressly state that the Advisor is the owner of the registered trademark "PanAgora" in language consistent with and substantially similar to the following example:
 

"PanAgora"   is   a   registered   trademark   of   PanAgora   Asset Management,   Inc."
 

12.           GOVERNING LAW.
 

This Contract shall be governed  by, and construed  and enforced  in accordance  with, the substantive  laws  of The  Commonwealth  of Massachusetts  without  regard  to its principles  of conflicts of laws, except to the extent such laws shall be preempted by the 1940 Act or by other applicable laws.
 

13.           INDEPENDENT CONTRACTOR.
 

Advisor shall for all purposes of this Contract be deemed to be an independent contractor and, except as otherwise expressly provided herein, shall have no authority to act for, bind or represent the Manager, the Trust or the Fund in any way or otherwise be deemed to be an agent of the Fund.  Likewise, the Trust, the Fund, the Manager and their affiliates, agents and employees shall not be deemed agents of the Advisor and shall have no authority to bind the Advisor.
 

14.           MISCELLANEOUS.
 

(a)        The captions of this Contract are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
 

(b)        In the event that the Advisor or Manager  is or becomes a party to any action or proceedings in respect of which indemnification may be sought hereunder, the party seeking indemnification   shall   promptly   notify   the   other   party   thereof.     The   party   from   whom indemnification is sought shall not be liable hereunder for any settlement of any action or claim affected without its written consent, which consent shall not be reasonably withheld.
 

(c)        This Contract may be executed in one or more counterparts, all of which taken together shall be deemed to constitute one and the same instrument.

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IN   WITNESS   WHEREOF, PEAR TREE ADVISORS, INC. and PANAGORA ASSET MANAGEMENT, INC. have each caused this instrument to be signed in duplicate in its behalf, all as of the day and year first above written.
 

 
 
PEAR TREE ADVISORS, INC. By /S/ Willard L. Umphrey
 
Willard  L.   Umphrey
 
President
 



PANAGORA ASSET MANAGEMENT, INC.

By: /s/ Louis X. Iglesias
Chief Compliance Officer

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AMENDED AND RESTATED ADMINISTRATION AGREEMENT


AMENDED AND RESTATED AGREEMENT made as of the 17th day of May 2012 by and between the PEAR TREE FUNDS, a trust organized under the laws of Massachusetts (the “Trust”), and PEAR TREE ADVISORS, INC., a Delaware corporation (the “Administrator”).

WHEREAS, the Trust is a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), consisting of the separate portfolios listed on Appendix A hereto (as such Appendix A may be amended from time to time) (each a “Fund” and collectively, the “Funds”); and

WHEREAS, Pear Tree Advisors, Inc., also serves as investment adviser to the Funds, and has provided certain administrative services that the parties have deemed not to be covered by the Amended and Restated Management Contract dated as of May 1, 2008; and

WHEREAS, the Trust desires that the Administrator continue to provide certain administrative services to the Trust and the Administrator is willing to render such services; and

WHEREAS, the Trust and the Administrator desire to enter into an Agreement documenting the administrative services to be provided by the Administrator to the Trust and to establish a fee and expense reimbursement arrangement.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, it is agreed between the parties hereto as follows:

1.   Appointment.   The Trust hereby appoints the Administrator to act as Administrator of the Trust on the terms set forth in this Agreement.  The Administrator accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2.   Delivery of Documents.   The Trust has furnished the Administrator with copies properly certified or authenticated of each of the following:

(a)  Resolutions of the Trust’s Board of Trustees authorizing the appointment of the Administrator to provide certain administrative services to the Trust and approving this Agreement;

(b)  The Trust’s incorporating documents filed with the State of Massachusetts on June 27, 1983, and all amendments thereto (the “Trust Documents”);

(c)  The Trust’s by-laws and all amendments thereto (the “By-Laws”);

(d)  The Trust’s material agreements with all service providers which include any investment advisory agreements, sub-investment advisory agreements, custody agreements, distribution agreements and transfer agency agreements (collectively, the “Agreements”);

(e)  The Trust’s most recent Registration Statement on Form N-1A (the “Registration Statement”) under the Securities Act of 1933 and under the 1940 Act and all amendments thereto;

(f)  The Trust’s most recent prospectus and statement of additional information (the “Prospectus”); and

(g)  Such other certificates, documents or opinions as may mutually be deemed necessary or appropriate for the Administrator in the proper performance of its duties hereunder.

The Trust will immediately furnish the Administrator with copies of all amendments of or supplements to the foregoing. Furthermore, the Trust will notify the Administrator as soon as possible of any matter which the Trust is aware would materially affect the performance by the Administrator of its services under this Agreement.

3.   Duties of Administrator.

(a)  Subject to the supervision and direction of the Board of Trustees of the Trust, the Administrator will assist in conducting various aspects of the Trust’s administrative operations and undertakes to perform the services described in Appendix B hereto.  The Administrator may, from time to time, perform additional and/or modified duties and functions which shall be set forth in an amendment to such Appendix B executed by both parties.  At such time, the fee schedule included in Appendix C hereto shall be appropriately amended, if necessary.

(b)  In performing all services under this Agreement, the Administrator shall act in conformity with the Trust’s Articles and By-Laws and the 1940 Act, as the same may be amended from time to time, and the investment objectives, investment policies and other practices and policies set forth in the Trust’s Registration Statement and Prospectus, as the same may be amended from time to time.  Notwithstanding any item discussed herein, the Administrator has no discretion under this Agreement over the Trust’s assets or choice of investments.  Not in limitation of the foregoing, the Administrator will perform all of its obligations under this Agreement in accordance with applicable law.

4.   Duties of the Trust.

The Trust agrees to make its legal counsel reasonably available to the Administrator for such counsel’s legal opinion with respect to any matter of law arising in connection with the Administrator’s duties hereunder, and the Trust further agrees that the Administrator shall be entitled to rely on such legal opinion without further investigation on the part of the Administrator.

5.   Fees and Expenses.

(a)  For the services to be rendered and the facilities to be furnished by the Administrator, as provided for in this Agreement, the Trust will compensate the Administrator in accordance with the fee schedule attached as Appendix C hereto.  In addition, the Trust shall reimburse the Administrator for out-of-pocket disbursements in connection with the services provided under this Agreement in accordance with Appendix C hereto.

(b)  The Administrator shall not be required to pay any expenses incurred by the Trust.

6.   Representations and Warranties of the Administrator.  The Administrator represents and warrants to the Trust that:

(a)  The Administrator is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.

(b)  The Administrator is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.

(c)  All requisite corporate proceedings have been taken to authorize the Administrator to enter into and perform this Agreement.

(d)  The Administrator has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

7.   Representations and Warranties of the Trust.   The Trust represents and warrants to the Administrator that:

(a)  The Trust is a trust duly organized and existing and in good standing under the laws of  the Commonwealth of Massachusetts.

(b)  The Trust is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

(c)  All requisite corporate proceedings have been taken to authorize the Trust to enter into and perform this Agreement.

(d)  The Trust is an open-end investment company registered under the 1940 Act.

8.   Records.  The Administrator acknowledges that all records maintained by the Administrator on behalf of the Trust remain the property of the Trust and shall be surrendered by the Administrator upon any termination of this Agreement.  The Administrator shall preserve, for the periods prescribed in Rule 31a-2 under the 1940 Act and as otherwise may be required by law, the records required to be maintained by Rule 31a-1 under the 1940 Act.

9.   Indemnification and Limitation of Liability.  The Administrator and its directors, officers, employees and agents (collectively, the “Indemnified Parties”) shall not be liable to the Trust or any third party for, and the Trust shall indemnify the Indemnified Parties against and hold them harmless from, any and all losses, claims, damages, liabilities or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) arising in connection with the performance of the Administrator’s obligations and duties under this Agreement, except Losses resulting from willful misfeasance, bad faith or gross negligence in the Administrator’s performance of such obligations and duties, or by reason of the Administrator’s reckless disregard of such obligations and duties.

10.  Termination of Agreement.                                                         Either party may terminate this agreement with at least thirty (30) days advance notice by written notice to the other party.  The Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Administrator, shall annually approve the continuance of this contract.


11.  Notices.  All notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given when personally received by the intended recipient or (i) when delivered by messenger or overnight delivery service (with confirmation of receipt), (ii) when delivered via e-mail or telecopier (and immediately confirmed by mail) or (iii) three (3) business days after having been mailed by first class registered or certified mail, return receipt requested, postage prepaid, addressed to the applicable party at its address set forth below or such other or additional address(es) designated by the applicable party to the other party by notice hereunder (with notice of change of address not being valid until actually received).

If to the Trust:

Pear Tree Funds
55 Old Bedford Road
Lincoln, MA  01773
Fax #: 781-259-1166
Attention: President
(with a copy to counsel to the Trust)

          If to the Administrator:

Pear Tree Funds
55 Old Bedford Road
Lincoln, MA  01773
Fax #: 781-259-1166
Attention: President

12.  Confidentiality.  All  books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required in the performance of duties hereunder or as otherwise required by law.

13.  Use of Name.  The Trust shall not use the name of the Administrator or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in a manner not approved by the Administrator prior thereto in writing; provided however, that the approval of the Administrator shall not be required for any use of its name which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; and, provided further, that in no event shall such approval be unreasonably withheld or delayed.

14.  Amendments.  This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties.

15.  Assignment.  This Agreement may not be assigned by either party without the written consent of the other party.

16.  Governing Law. This Agreement and all performance hereunder will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.

17.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

18.  Limitation of Liability.  The Administrator agrees that the obligations assumed by the Trust hereunder shall be limited in all cases to the assets of the Trust and that the Administrator shall not seek satisfaction of any such obligation from the officers, agents, employees, trustees, or shareholders of the Trust.

19.  Several Obligations of the Funds.  This Agreement is an agreement entered into between the Administrator and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Administrator shall look for payment or satisfaction of such obligation solely to the assets of the Fund to which such obligation relates as though the Administrator had separately contracted with the Trust by separate written instrument with respect to each Fund.




 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first written above.


PEAR TREE FUNDS



By:    /s/ Willard L. Umphrey
 
 
Name:  Willard L. Umphrey
Title:           President

PEAR TREE ADVISORS, INC.



By:    /s/ Willard L. Umphrey
 
 
Name:  Willard L. Umphrey
Title:           President

 
 
 


Appendices
 
 


Appendix A...........................................  Funds


Appendix B...........................................  Services


Appendix C...........................................  Fee Schedule

 
 

 

Appendix A
Funds of the Pear Tree Funds


Pear Tree Columbia Small Cap Fund
Pear Tree Columbia Micro Cap Fund
Pear Tree Quality Fund
Pear Tree PanAgora Dynamic Emerging Markets Fund
Pear Tree Polaris Foreign Value Fund
Pear Tree Foreign Value Small Cap Fund

 
 

 

Appendix B
Pear Tree Funds
Summary of Administration Functions


FUND REPORTING

Monitor portfolio compliance in accordance with the current Prospectus and SAI and provide compliance summary package to management.
Frequency:  Monthly

Prepare the Fund’s annual expense budget.  Establish daily accruals.
Frequency:  Annually

Monitor the Fund’s expense budget.
Frequency:  Monthly

Receive and coordinate payment of fund expenses
Frequency:  As needed

Prepare responses to major industry questionnaires
Frequency:  As needed

Review of annual excise dividend rates to be declared in accordance with management guidelines.
Frequency:  According to dividend policy

Supervision of third party vendors to the funds;
Frequency:  As needed

Review and oversight of securities lending program;
Frequency:   As needed

Prepare Trustee Reports on Assets.
Frequency:  Monthly


FINANCIAL REPORTING

Prepare financial information for presentation to Fund Management and Board of Trustees;
Frequency:  Quarterly

Coordinate the annual audit.  Prepare annual and semi-annual preparation and printing of financial statements and notes with management, fund accounting and the fund auditors;
Frequency:  Semi-annually

Prepare and file Form N-SAR;
Frequency:  Semi-annually

LEGAL

Assist Fund Counsel to prepare agenda and board materials for quarterly Board meetings;
Frequency:  Quarterly (includes one special Board meeting per year)

Coordinate preparation of agenda, resolutions and other board and committee board materials for quarterly and special board meetings, including supporting information and materials when necessary.  Assemble, check and distribute books in advance of meeting.  Attend board and committee meetings and prepare minutes;
Frequency:  Quarterly (includes one special Board meeting per year)

Coordinate preparation of organizational Board meeting materials for new Funds;
Frequency:  As often as necessary

File amendments to the Funds' registration statement, including updating prospectuses and SAIs;
Frequency:  Annual update (includes one additional filing per fiscal year)

File prospectus and SAI supplements, as needed;
Frequency:  As often as necessary

File other regulatory documents, including Form N-CSR, Form N-SAR, Form N-Q, Rule 24f-2 Notices, Form N-PX, and fidelity bond filings in compliance with Rule 17g-1;
Frequency:  As often as necessary

Monitor compliance of fidelity bond with Rule 17g-1 and Rule 17d-1(7) under the 1940 Act;
Frequency:  Monthly

Assist with all shareholder communications;
Frequency:  As often as necessary

Maintain effective communications with fund counsel and counsel to the independent Trustees;
Frequency:   As needed

File proxy solicitation materials, and/or information statements and coordinate printing. Assist in solicitation and tabulation efforts;
Frequency:  One proxy filing or information statement per fiscal year

Coordinate the renewals of fidelity bond and E&O/D&O insurance coverages.   Ensure required fidelity bond coverage is obtained;
Frequency:  Annually

Assist in maintenance of a disclosure controls and procedures program to assist in the funds' officers’ certification under the Sarbanes-Oxley Act of 2002;
Frequency:   As needed

Assist in responding to regulatory audits.  Compile documentation pursuant to auditors’ requests.   Assist in resolution of audit inquiries;
Frequency:   As needed

Provide Clerk and Assistant Clerk(s) for the Trust and other officers as requested;
Frequency:   As needed

Maintain general corporate calendar, tracking all legal and regulatory compliance through annual cycles;
Frequency:   As needed

Maintain charter documents and file Reports of Trust with Secretary of State;
Frequency:   As needed

TAX

Review tax returns
Frequency:  Annually

Review other year-end tax related disclosures
Frequency:  Annually

 
 


Appendix C
Fee Schedule




A.  
MUTUAL FUND ADMINISTRATION SERVICES

The fees for the Funds of the Trust shall be an annual rate of 0.03% of net assets for which Pear Tree Advisors acts as Administrator.   A minimum annual fee of $322,875 will apply to the Funds of the Trust.

Fees will be allocated among the Funds of the Trust based on assets.

Fees for any new Fund will be negotiated separately.

B.           OUT-OF-POCKET CHARGES

These charges consist of:
- All Fund Counsel Fees relating to legal services for the Funds
           - Printing, Delivery & Postage
- Edgar Filings in addition to those identified on Appendix B
- Data Transmissions
           - Customized Reporting & Interfaces
- Board material copying costs

C.              PAYMENT

These fees will be charged against the Fund’s custodial account 5 business days after month end.



 
 



PEAR TREE FUNDS
PEAR TREE  ADVISORS
U.S. BOSTON CAPITAL CORPORATION


CODE OF ETHICS
FOR PERSONAL INVESTING



INTRODUCTION

This Code of Ethics (the "Code") has been adopted pursuant to Rule 17j-1 of the Investment Company Act of 1940 (the "1940 Act") and the Rules 204A-1, 204-2(a)(12) and 204-2(a)(13) of the Investment Advisers Act of 1940 (the "Advisers Act").

The Code governs personal investment activities by employees, officers, directors and trustees of the Pear Tree Funds (collectively, the "Funds" and individually a "Fund”), Pear Tree Advisors, Inc. (the "Manager"), and U.S. Boston Capital Corporation (the "Distributor").

The provisions outlined in the Code apply differently to each person depending on your position with the Funds, the Manager or the Distributor.  It is your responsibility to familiarize yourself with this document each year and again if your position changes during a year.

For purposes of the Code:

§  
Unless indicated otherwise, the term "you" refers to all Access Persons (as the term is defined below) except the Disinterested Trustees.
 
§  
The term “Pear Tree” is used to refer collectively to the Funds, the Manager and the Distributor.  The terms "we" and "our" refer to Pear Tree.

The Code is administered and enforced by the Compliance Officer 1 and his or her designees.



 
1 Deborah A. Kessinger is the current Compliance Officer.

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STATEMENT OF POLICY

Pear Tree is committed to maintaining the highest ethical standards in connection with the management of our clients' assets.  An important part of this commitment is our fiduciary responsibility to put our clients' interests ahead of our own.  This Code is designed to provide us with a high level of confidence that your personal investment activities are consistent with our clients' interests.

You must conduct all of your personal investment activities in a manner that is consistent with this Code.  In addition, you must conduct all of your personal investment activities in a manner that avoids any actual or potential conflict of interest or abuse of your position of trust and responsibility.  You must avoid taking inappropriate advantage of your position with Pear Tree by avoiding any situation that may create the perception of abuse or that may call into question the exercise of your judgment including, but not limited to, the receipt of exceptional investment opportunities or gifts of more than an insignificant value from any person or institution doing or attempting to do business with Pear Tree.

Under the Code, you must conduct your personal investment activities in a manner which complies with the requirements of the federal securities laws.  For purposes of this Code, the federal securities laws include the following laws, as amended from time to time, and any rules and regulations adopted thereunder by the Securities Exchange Commission or the Department of the Treasury, as applicable:

§  
Securities Act of 1933;
§  
Securities Exchange Act of 1934;
§  
Investment Company Act of 1940;
§  
Investment Advisers Act of 1940;
§  
Title V of the Gramm-Leach-Bliley Act; and
§  
Bank Secrecy Act as it applies to mutual funds and investment advisers.

It is important that you understand that the Code does not attempt to identify all possible conflicts of interest and that literal compliance with each of its specific provisions will not shield you from accountability for your personal investment activities or other conduct that violates our fiduciary duty to our clients.  In other words, you must comply not only with technical provisions of the Code but also with the spirit of the Code.


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APPLICABLIITY

Persons to Whom the Code Applies

The Code applies to all Access Persons.

Upon the determination that you are an Access Person you will be provided with a copy of this Code.  If you know that you are an Access Person under this Code, you will be required to comply with it even if the Compliance Officer has not yet advised you that you are an Access Person.  The prohibitions described belowapply only to atransaction in a Reportable Security in which you had, or by reason of thetransaction acquire, any direct or indirect beneficial ownership. Except asprovided in the Statement of Policy, Independent Trustees are not generallysubject to this Code and only must comply with those provisions that areexpressly stated as applying to Independent Trustees. Please refer to the "Definitions" section of the Code for the definition of "Access Person."

Accounts to Which the Code Applies

The Code applies to transactions inReportable Securities in accounts beneficially owned by you.

The term "beneficialownership" is more encompassing than you might expect. For example, anindividual may be deemed to have beneficial ownership of securities held inthe name of a spouse, minor children, or relatives sharing his or her home,or under other circumstances indicating investment control or a sharing offinancial interest. See the "Definition" section of the Code for a more comprehensiveexplanation of "beneficial ownership." Regardless of your position withthe Funds, the Manager or the Distributor, all of your transactions in the Funds must be consistent with theprospectus requirements of the Funds at all times.

Securities to Which the Code Applies

The Code applies to all transactions in Reportable Securities and Reportable Funds.  See the "Definitions" section of the Code for more information on both Reportable Securities and Reportable Funds.

Activities to Which the Code Applies

Your personal investment activity, outside affiliations and giving or receipt of giftsare subject to restrictions, and, in some cases, prohibitions of the Code.

Certain ofthese activities, such as competing with client trades or holdings andmaking personal use of or benefiting from client trades or holdings, areunethical. Others, such as purchases of initial public offerings andprivate placements, are restricted because they present the potential foractual or perceived conflicts of interest. The prohibitions andrestrictions contained in this Code are based on the rules and interpretivepositions of the Securities and Exchange Commission, industry "bestpractices" recommendations, and the policies of the Funds, the Manager and the Distributor.

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CODE OF ETHICS

1.            Definitions

(a)           "Access Person" means any director, trustee or officerof the Funds, the Manager or the Distributor.  It also means:

(i)  
Any employee or independent contractor of the Funds, the Manager or the Distributor (or any company that controls the Funds, the Manager or the Distributor) who has access to nonpublic information regarding clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund;
 
(ii)  
Every natural person who controls the Funds, the Manager or the Distributor and who is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic; and
 
(iii)  
Any employee or other person designated by the Compliance Officer as an Access Person under this Code.

(b)           "Advisor" means advisors other than the Manager engaged by the Funds or the Manager to manage a Fund.

(c)           "Advisory Person" of a Fund means:

(i)  
Any employee, including any household member of any employee, of the Funds, the Distributor, or the Manager or of any company in a control relationship to the Advisory Person who, in connection with his or her regular duties makes, participates in or obtains information regarding the purchase or sale of a security by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and
 
(ii)  
Any natural person in a control relationship to the Funds, the Distributor, or the Manager who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of a security.

(d)           A security is "Being Considered for Purchase or Sale" when a recommendation to purchase or sell such security has been made and communicated and, with respect to the person making the recommendations, when such person seriously considers making a recommendation.

(e)           A security is "Being Purchased or Sold" when there is a pending buy or sell order in the security.

(f)           "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, except that the determination of direct or indirect ownership shall apply to all securities that an Access Person has or acquires.  A person is generally deemed to have beneficial ownership of a security if the security is (1) held, in full or in part, in the name of such person directly or indirectly through any contract, arrangement, understanding, relationship or otherwise; (2) held by another person but subject to an agreement granting such person rights such as the ability to vote or sell the security; (3) available to such person within 60 days by exercise of a right, conversion of a security or pursuant to the power to revoke a trust; (4) held in trust for such person; or (5) held by an entity primarily used for personal trading and which is partially owned by the person.

(g)           "Client" means any account to which the Manager provides investment advice, including the Funds.

(h)           "Control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position within the company.

(i)   "Independent Trustee" means a trustee of the Funds who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

(j)   "Fund" means a series of the Pear Tree Funds, each of which is an investment company registered under the 1940 Act.

(k)   “Household Member” means any person residing in the same living space as an employee.

(l)   "Initial Public Offering" or "IPO" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.“Hot Issue” means any IPO which is oversubscribed.

(m)           "Investment Personnel" means all persons who provide information and advice to the persons responsible for making the investment decisions regarding the Fund or who help execute such person's decisions or who in the ordinary course of business receive information about such decisions.  At present, no officers or employees of the Fund, the Manager, or the Distributor are Investment Personnel. 2

(n)           "Private Placement" means an offering of securities that is exempt from registration pursuant to Section 4(2) or Section 4(6) or pursuant to Rules 504, 505 or 506 under the Securities Act of 1933 and other similar non-U.S. securities.  Private placements include, but are not limited to, equity partnerships, hedge funds, limited partnerships and venture capital funds.

(o)           "Purchase or Sale of a Security" includes, among other things , the writing of an option to purchase or sell a security.

(p)           "Reportable Fund" means:

(i)  
Any Fund for which the Manager serves an investment adviser as defined in Section 2(a)(20) of the 1940 Act (that is, the Pear Tree Funds);
 
(ii)  
Any Fund whose investment adviser or principal underwriter controls the Manager, is controlled by the Manager or is under common control with the Manager.  For this purpose, control has the same meaning as it does in Section2(a)(9) of the 1940 Act; and

(iii)  
Open-end Exchange-Traded Funds.

(q)           "Reportable Security" means any type of equity or debt security (such as common stock, preferred stock, UIT exchange-traded fund, corporate or government bonds or corporate or government notes as defined in section 202(a)(9) of the 1940 Act) and any instrument representing, or any rights relating to, a security (such as certificates of participation, depository receipts, put and call options, warrants, convertible securities and securities indices) except that it does not include:

(i)  
Direct obligations of the U.S. government (note, however, that securities issued by agencies or instrumentalities of the U.S. government (such as GNMA obligations), municipal obligations and obligations of other governments are Reportable Securities);
 
(ii)  
Bankers' acceptances;
 
(iii)  
Bank certificates of deposit;
 
(iv)  
Commercial paper;
 
(v)  
High quality short-term debt instruments, including repurchase agreements;
 
(vi)  
Shares of money market funds;
 
(vii)  
Shares issued by open end funds other than Reportable Funds (as defined above); and
 
(viii)  
Sharesissued by unit investment trusts that are invested exclusively in one or more open end funds, none of which are Reportable Funds.



2.            Fully or Partially Exempted Transactions

The prohibitions, restrictions, pre-clearance requirements and reporting requirements of this Code do not apply to:

(a)            Transactions in Securities that are not Reportable Securities .  Reportable Securities are defined above under "Definitions."

(b)            Transactions in Non-Discretionary Accounts .  Purchases or sales effected in any account over which you, as an Access Person (or any member of your immediate family sharing the same household with you), have no direct or indirect influence or control.  This exemption includes any account of yours that is managed on a discretionary basis by someone other than you (or any member of your immediate family sharing the same household with you).

(c)            Automatic Investment Plan Transactions .  Purchases or withdrawals that are part of an automatic investment plan, including automatic investment plans with respect to shares of Reportable Funds.  For purposes of this section, an "automatic investment plan" is a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.  A dividend reinvestment plan is a type of automatic investment plan.

The prohibitions, restrictions, pre-clearance requirements do not apply to the following (unless indicated otherwise in the Code) but the reporting requirements of this Code continue to apply to:

(d)            Non-Volitional Transactions .  Purchases or sales that are non-volitional on the part of the Access Person (or any member of your immediate family sharing the same household with you).  A non-volitional transaction includes an in-the-money option that is automatically exercised by a broker, a security that is called away as a result of an exercise of an option or a security that is sold by a broker, without consulting you, to meet a margin call not otherwise met by you.

(e)            Rights Offerings .  Purchases effected upon the exercise of rights issued by an issuer proportionately to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired.

(f)            Tender Offers .  Tenders of securities pursuant to tender offers that are expressly conditioned on the tender offeror's acquisition of all of the securities of the same class.  This exemption does not apply to tenders of securities pursuant to any other tender offer.

(g)            Small Transactions .  You may enter into transactions of an insignificant value, as determined by the Manager from time to time.

3.            Prohibited Purchases and Sales

(a)           Access Persons may not engage in any of the following activities:

(i)  
Transact in Reportable Securities (including the Pear Tree  Funds) without pre-clearance as provided in Section 4 of the Code.
 


(b)           Investment Personnel may not engage in the activities in (a) above that apply to all Access Persons and, in addition, may not engage in any of the following activities:

 
(i)
Purchasing or selling, directly or indirectly, any Reportable Security in which they had, or by reason of such transaction acquire, any direct or indirect beneficial ownership and which is Being Considered for Purchase or Sale by a Fund or is Being Purchased or Sold by a Fund.  Any profits realized by Investment Personnel from trades made in violation of this subsection (a)(i) shall be disgorged to the respective Fund.

 
(ii)
Acquiring Reportable Securities in a private placement transaction without the prior consent of the Compliance Officer or, in his or her absence, the President of the Manager.  In determining whether to grant such consent, the Compliance Officer or the President of the Manager shall consider, among other factors, whether the investment opportunity should be reserved for a Fund or its shareholders and whether the opportunity is being offered to the person by virtue of his or her position with the investment company.

 
(iii)
Either purchasing and selling or selling and purchasing the same or equivalent Reportable Securitiesor Reportable Funds within sixty days of the initial transaction.  For the purpose of this section, puts, calls, options and similar instruments are deemed to be equivalent securities of the Reportable Security or Reportable Fund underlying the instrument.  Any profits generated from such transactions must be disgorged to the respective Fund.

4.            Pre-Clearance of Trades

(a)            Transactions in Reportable Securities or Reportable Funds .

(i)           All transactions in Reportable Securitiesor Reportable Funds made by Access Persons must be pre-cleared by the Compliance Officer or his or her designee, or in his or her absence, the Compliance Officer or designee the President of the Manager, except those transactions described in Section 4(a)(ii) of the Code.  The Compliance Officer or his or her designeeshall review all proposed transactions for potential violations of the Code.  All pre-clearance requests must be made by submitting a Pre-Clearance Form which can be found in P:\Compliance\Compliance Forms\Code of Ethics Forms .  Pre-clearance approval shall be good for one day from the date it is granted and may be extended for additional one-day periods at the discretion of the Compliance Officer or his or her designee upon the request of the Access Person.

(ii)           The following transactions are exempt from the requirements of Section 4(a)(i) of the Code: (A) any transaction or series of transactions in  Reportable Securities that, in the aggregate, results in the opening or closing of a long or short securities position (or derivatives thereon) that is no larger than 1 percent of the average daily trading volume in such security for the immediately preceding 5 trading days; (B) any transaction or series of transactions that, in the aggregate, results in the opening or closing of a long or short securities position (or derivatives thereon) consisting of no more than 2,000 shares of any security  included in any of the S&P 500 Index, the NASDAQ-100 Index or the Russell 1000 Index; or (C) any transaction or series of transactions that, in the aggregate, results in the opening or closing of a long or short securities position (or derivatives thereon) consisting of no more than 500 shares of any security  included in any of the Russell 2000 Index.



(b)            Initial Public Offerings .  Subject to the prohibition in the paragraph (b)(i) below, all purchases of Initial Public Offerings (IPOs) made by anAccess Person, including household members of the Access Person, must be pre-cleared by the Compliance Officer, or in his absence, the President of the Manager.  Any Access Person must obtain information from their executing broker as to whether the IPO is a “hot issue.”  The employee shall then present a completed pre-clearance form to the Compliance Officer.  Access Persons will only be granted clearance by the Compliance Officer to purchase IPOs that are not considered “hot issues.”

 
(i)
IPO Prohibition. Access Persons (or immediate family members as defined under FINRA’s rules)who are also FINRA registered representatives or principals are prohibited from purchasing IPOs under FINRA Rule 5130.  An exception may apply in an issuer-directed offering.

(c)            Private Placements .  All purchases of Private Placements made by an Access Person, including household members of the Access Person, must be pre-cleared by the Compliance Officer or his or her designee, or in his/her absence, the President of the Manager.

(d)           This Section 4 shall not apply to any Independent Trustee who is not required to file transaction or holdings reports as provided in Section 5 of the Code.

5.            Reporting

(a)           Except as provided in Section 5(d) of the Code, every Access Person shall report the information described in Section 5(c) of this Code of Ethics with respect to transactions in any Reportable Securityor Reportable Fund in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security.

(b)           Notwithstanding Section 5(a) of this Code, an Access Person need not make a report where the report would duplicate information recorded pursuant to rule 204-2(a)(12) under the Investment Advisers Act of 1940, as amended; provided, however, that such information must be received no later than 30 days after the end of the calendar quarter in which the transaction takes place.

(c)            Quarterly Holdings Reports .  Each report shall be made no later than 30 days after the end of the calendar quarter in which the transactions (or lack thereof) to which the report relates was effected, and shall contain the following information:

(i)           The date of the transaction, the title and number of
shares, the CUSIP number and the principal amount
of each security involved;

(ii)           The nature of the transaction (i.e., purchase sale or
any other type of acquisition or disposition);

(iii)           The price at which the transaction was effected;

(iv)           The name of the broker, dealer or bank with or through
whom the transaction was effected;

(v)           The date the transaction report was submitted.

(d)            Reports by Independent Trustees .  Notwithstanding the requirements of Section 5(a) of the Code, an Independent Trustee need only report a transaction in a Reportable Security if such trustee knew, or in the ordinary course of fulfilling his or her official duties as a Trustee of the Trust, should have known that during the 5-day period immediately preceding or after the date of the transaction by the Independent Trustee:

(i)           such security was or is to be purchased or sold by a Fund; or

(ii)           such security was or is being considered for purchase or
sale by a Fund.

In addition, Independent Trustees need not file a quarterly transaction report if the Trustee made no reportable transactions during a quarter.  This exemption does not relieve Independent Trustees of their obligation to file the annual acknowledgment of their responsibilities of the Code required by Section 5(e) below, if applicable.

(e)            Certification .  The report for the final calendar quarter of each year must also include a statement by Access Persons that they are aware of their obligations under this Code and that for the past year they have complied with the Code in all respects, including the reporting requirements.

(f)           Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

(g)           Every report containing a purchase or sale prohibited under Section 3 of the Code with respect to which the reporting person relies upon one of the exemptions provided in Section 2 of the Code shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

(h)           With respect to those transactions executed through a broker, an Access Person may fulfill his or her reporting requirement by directing the broker(s) to transmit to the Compliance Officer a duplicate of confirmations of such transactions, provided, however, the Access Person will still be required to represent at the end of each quarter that the trades reflected on the confirmations constituted all of his or her trades for the quarter.  Confirmations sent to the Compliance Officer should be addressed "Personal and Confidential" and must be received within 30 days of the calendar quarter end.

(i)            Annual Holdings Reports .  On an annual basis, within 30 days of the conclusion of each calendar year, all Access Persons must provide the Compliance Officer with a list of their securities holdings that is current within 45 days of submission.  This Section 5(i) shall not apply to any Independent Trustee who would be required to make a report solely by reason of being a Trustee of the Trust.


(j)            Initial Holdings Reports .  Newly hired Access Persons shall provide the Compliance Officer with a list of their full securities holdings upon commencement of their employment within 10 days of their hire date that is current within 45 days prior to becoming an Access Person.  Specifically, newly hired Access persons must report to the Compliance Officer all securities holdings on the Initial Holdings Report Form that requires the following information:

(i)  
The title, number of shares and principal amount of each security in which you have any direct or indirect Beneficial Ownership as of the time you became an Access Person;

(ii)  
The name of any broker, dealer or bank with whom you maintained an account in which any securities were held for your  direct or indirect benefit Ownership as of the time you became an Access Person; and

(iii)  
The date the report was submitted.

The Initial Holdings Report may be satisfied by indicating on the Initial Holdings Report Form that you are providing a copy of securities account statements.

Newly appointed Access Persons can satisfy the Initial Holdings Report requirement by timely filing and dating a copy of all securities account statements listing all of their securities holdings.  If a newly appointed Access Person has previously provided securities account statements, the Initial Holdings Report requirement can be satisfied by timely confirming the accuracy of the statements in writing.

This Section 5(j) shall not apply to any Independent Trustee who would be required to make a report solely by reason of being a Trustee of the Trust.

(k)            No Transactions during a Reporting Period .  If an Access Person does not effect any reportable transactions during a reporting period, such person is not required to file a report so stating.

6.            Review and Recordkeeping

(a)           The Compliance Officer shall notify each person who is an Access Person that such person is subject to this Code of Ethics, including the reporting requirements, and shall deliver a copy of this Code of Ethics to each such person.

(b)           The Compliance Officer shall review the reports submitted by each Access Person to determine whether there may have been any transactions proscribed by this Code of Ethics.  In such event, the Compliance Officer shall immediately report the transaction to the President of the Manager and submit a report to the Board of Trustees of the Fund at its next meeting.    The Compliance Officer shall have discretion not to submit a report to the Board of Trustees if he or she finds that by reason of the size of the transaction, the circumstances thereof or otherwise, no fraud or deceit or manipulative practice could reasonably have be found to have been practiced on the Fund in connection with its holding or acquisition of the security or that no other material violation of this Code of Ethics has occurred.  A written memorandum of any such finding shall be filed with any such reports submitted pursuant to this Code of Ethics.

(c)           The Compliance Officer shall, at the end of each calendar quarter, request a representation from all Advisors that the Advisor is in compliance with the Code of Ethics promulgated by the Advisor.  Any report by an Advisor of a violation of its Code of Ethics shall be disclosed by the Compliance Officer to the President of the Manager and the Board of Trustees of the Fund as provided in Section 5(b) above.  At the time the Fund and the Manager enter into an agreement with any Advisor to provide advisory services to the Fund, the Compliance Officer shall request a current copy of the Advisor's Code of Ethics, and all Advisors will be required to provide the Compliance Officer with revisions to their Codes of Ethics.

(d)           Pear Tree  shall maintain records in the manner and to the extent set forth below:

 
(i)
Preserve in an easily accessible place a copy of this Code of Ethics and any other code of ethics that at any time within the last five years has been in effect;

 
(ii)
Maintain in an easily accessible place a list of all Access Persons who are, or within the last five years have been, required to make reports;

 
(iii)
Preserve for a period of not less than five years from the end of the fiscal year in which it was made, the first two years in an easily accessible place, a copy of each report made by an Access Person and a copy of any written memoranda prepared by the Compliance Officer in connection therewith; and

 
(iv)
Preserve in an easily accessible place for a period of not less than five years from the end of the fiscal year in which the violation occurs a record of any violation of this Code of Ethics and of any action taken as a result of such violation.

7.            Confidentiality

All reports of securities transactions, information related to investigating violations of the Code and any other information filed with the Compliance Officer pursuant to this Code shall be treated as confidential, but are subject to review and reporting as provided herein. In addition, we may report information to third parities under certain circumstances.  For example, we may make reports of securities transactions and violations of this Code available to (i) clients or former clients or (ii) to the Securities and Exchange Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation or (iii) to other civil or criminal authorities if we consider it to be necessary or advisable.

8.            Sanctions

Upon being informed of a violation of this Code of Ethics, the Compliance Officer may impose such sanctions as he or she deems appropriate, including, among other things , a letter of censure or suspension, termination of the employment of the violator or a request for disgorgement of any profit received from a securities transaction effected in violation of this Code of Ethics.  All material violations of this Code of Ethics and any sanctions imposed thereto shall be reported periodically to the Board of Trustees of the Fund.

The Compliance Officer may take into account any factors that he or she determines to be appropriate in imposing sanctions. Such factors mayinclude, but are not limited to, your history of compliance, the nature ofthe violation, whether the violation was intentional or inadvertent and anyharm suffered by a client. Violations of this Code also may result incriminal prosecution or civil action. The Board of Trustees of the Funds shall have the power to modify or increase any sanction, as it deemsappropriate.

9.            Service as a Director Prohibited for Investment Personnel

Investment Personnel shall not serve on the Board of Directors or equivalent entity of a publicly traded company without the prior consent of the Fund's Compliance Officer, or, in his or her absence, the President of the Manager.  In granting such consent, the Compliance Officer or President of the Manager must find that the board service would be consistent with the interests of the Fund and its shareholders.  In the event that such service is allowed, the Compliance Officer or President of the Manager shall take measures to ensure such person is isolated from investment decisions.


10.            Giftsand Entertainment Policy

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage. No gift or entertainment should ever be offered, given, provided or accepted by any Access Person in connection with the business of the Funds, the Manager or the Distributor unless it (1) is consistent with customary business practices, (2) is not excessive in value, (3) cannot be construed as a bribe, payoff or kickback and (4) does not violate any laws or regulations.

A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the firm and its clients. The overriding principle is that supervised persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Access persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the Access person.

Receipt of Gifts .                                Access Persons may not accept anything of value, including gratuities, in excess of $100 per year from any person or entity that does business with or on behalf of the Funds, the Manager or the Distributor or from an entity that is a potential investment for a client where such payment or gratuity is in relation to the business of the Fund, the Manager, or the Distributor.  A gift of any kind is considered a gratuity.  Any solicitation of gifts, personal benefits or gratuities is unprofessional and is strictly prohibited.

Any entertainment event provided to an Access person where the host is not in attendance is treated as a gift and is subject to the $100 per year source limit.

Offers of Gifts .                                Access Persons may not offer gifts, favors, entertainment, special accommodations, or other things of value that could be viewed as overly generous or aimed at influencing decision-making of a person or entity or making a client feel beholden to Pear Tree or the Access Person.

Cash .           Access Persons may not offer or accept cash or cash equivalents as a gift.

Entertainment .                                           Access Persons may not provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Pear Tree.Pear Tree permits reasonable, ordinary business entertainment, but prohibits any events, which may be perceived as extravagant or involving lavish expenditures.

(a)           Occasional lunches, dinners, cocktail parties, or comparable gatherings conducted for business purposes are permitted.

 
(b)
Other entertainment events, such as, sporting events, theater, movies, concerts, or other forms of entertainment conducted for business purposes, are permitted only under the following conditions:

(i)  
The host must be present for the event.

(ii)  
The location of the event must be in the metropolitan area in which the office of the Access Person is located.

(iii)  
Spouses or other family members of the AccessPerson may not attend the entertainment event or any meals before or after the entertainment event.  Exceptions to this requirement may be approved provided that the circumstances are reasonable and pre-approval is obtained.

(iv)  
Acceptance of entertainment having a market value materially exceeding the face value of the entertainment including, for example, attendance at a sporting event playoff game, is prohibited.  This prohibition applies even if the Access Person pays for the tickets.

(v)  
The Access Person may not accept entertainment events more than four times a year and not more than two times in any year from any single person or entity.  The Access Person may not provide entertainment events more than two times in any year to any single person or entity.

(vi)  
The Compliance Officer may grant exceptions to these rules. For example, it may be appropriate for an employee attending a legitimate conference in a location away from the office to attend a business entertainment event in that location. All exceptions must be precleared by written request to the Compliance Officer.

Pre-Clearance .                                           Business entertainment events provided for under (b) above must be approved in writing by the Compliance Officer in advance of the event.  Requests should be made in writing to the Compliance Officer.  The Compliance Officer shall review or approve the request and document the review in writing.

Reporting .                      All gifts and entertainment given and received must be reported to the Compliance Officer in writing within 30 business days of the event (this includes pre-approved entertainment).  The Compliance Officer maintains a log of all gifts and entertainment.  The log shall be reviewed quarterly (documenting such review by initialing the log) looking for any patterns that may raise concern.

Failure to report will be treated as a violation of the Code.

11.            Exemptions

As described in Section 2 of the Code, we have established certain categories oftransactions and conduct that are completely or partially exempt fromvarious provisions of this Code.

Although exemptions other than those specifically included in the Code will rarely, if ever, begranted, the Compliance Officer may prospectively grant other exemptions from the tradingrestrictions, pre-clearance requirements or other provisions of this Codeif the Compliance Officer believes that such an exemption is appropriate inlight of all of the surrounding circumstances. The factors the Compliance Officer may review, include, but are not limited to, whether the grantingof the exemption would violate the spirit of this Code and whether thegranting of the exemption would cause any injury to any client. The Compliance Officer may grant exemptions under the Code only after reviewingall material information.

All exemption requests must be submitted to the Compliance Officer inwriting and in advance. If appropriate, the Compliance Officer will consult with the President of the Manager in considering such requests. The Compliance Officer will inform you in writing whether or not the exemptionhas been granted. If you are granted an exemption to any provision of this Code, you still will be expected to comply with all other provisions of thisCode.

12.               Appeals Procedure

If you believe you have been mistreated by any action rendered with respectto a violation of the Code or an exemption request waiver request, you may appeal thedetermination by providing the Compliance Officer with a writtenexplanation within 30 days of being informed of such determination. Ifappropriate, the Compliance Officer will arrange for a review by seniormanagement and will advise you whether the action will be imposed, modifiedor withdrawn.

13.            Enforcement

Federal law requires that a code of ethics must not only be adopted butmust also be enforced with reasonable diligence. The Compliance Officerwill keep records of any violation of the Code and of the actions taken asa result of such violations.

The policies and procedures described in the Code do not create anyobligations to any person or entity other than the Funds, the Manager and the Distributor. The Code is not a promise or contract, and it may be modified at anytime.  The Funds, the Manager and the Distributor retain the discretion to decide whetherthe Code applies to a specific situation, and how it should be interpreted.



14.               Report to the Board of Trustees

Each year, the Compliance Officer will submit a report to the Board ofTrustees of the Funds. The report will include, among other things:

·  
The number and nature of all material violations of the Code andthe sanctions imposed;

·  
Any recommended changes to the Code based upon the Compliance Officer's experience with the Code, evolving industry practices anddevelopments in applicable laws or regulations; and

·  
A certification that the Funds, the Manager and the Distributor have adoptedprocedures reasonably necessary to prevent access persons fromviolating the Code.

15.            Trustee Review of Code

The Board of Trustees of the Fund may from time to time adopt such interpretations of this Code, as they deem appropriate.  The Board of Trustees will review the operation of this Code of Ethics at least annually for its continuing appropriateness.

16.            Appointment of Compliance Officer

The Board of Trustees has appointed Deborah A. Kessinger as the Compliance Officer with respect to this Code of Ethics to serve until further notice.

17.            Policies and Procedures to Prevent Insider Trading Violations

In addition to the requirements of this Code, all officers, directors and employees are subject to our Policy Statement on Insider Trading.  This policy statement prohibits any officer, director or employee, either personally or on behalf of others, from buying or selling any security,including mutual funds and private accounts managed by the Manager or the Distributor, while in possession of material nonpublic information about the issuer of the security. The policy statement also prohibits such persons from communicating to third parties any material nonpublic information about any such security or issuer of such securities. Any violation of our Policy Statement on Insider Trading that adversely affects a client shall be deemed to be a violation of this Code.


18.            Miscellaneous

You may have other obligations related to your purchase and sale of securities that are not covered by the Code.  Please follow any guidelines you receive from the Funds, the Manager and the Distributor.



(revised January 1, 2006)
(revised February 21, 2006)
(revised January 8, 2007)
(revised January 10, 2008)
(revised January 15, 2009)
(revised January 15, 2010)
(revised January 19, 2011)
(revised January 13, 2012)
(revised May 17, 2012)


 
2 With respect to the Pear Tree Quality Fund only, the President determines the level of cash maintained in the Fund and also monitors and makes determinations with regard to corporate actions for the Fund.

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POWER OF ATTORNEY

I, the undersigned trustee or officer of the Pear Tree Funds, (Series individually listed on Annex A) for which Pear Tree Advisors, Inc. acts as investment adviser, hereby constitute and appoint Willard L. Umphrey, Leon Okurowski and Kelly J. Lavari, and each of them acting singly, to be my true, sufficient and lawful attorneys, with full power to each of them and each of them acting singly, to sign for me, in my name and the capacities indicated below, (i) any Registration Statement on Form N-1A, Form N-14, or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto filed by the Pear Tree Funds or any investment company for which Pear Tree Advisors, Inc. or any of its affiliates acts as investment adviser in the future (each a "Trust") of which I am now or am on the date of such filing a Trustee or officer of the Trust, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers relating thereto, and generally to do all such things in my name and on behalf of me in the capacities indicated to enable each Trust to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and thereunder, hereby ratifying and confirming my signature as it may be signed by said attorneys or each of them to any and all Registration Statements and amendments to said Registration Statement.

IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of November, 2011.

 
/s/ Robert M. Armstrong
Robert M. Armstrong
 
/s/ Clinton S. Marshall
Clinton S. Marshall
 
/s/ John M. Bulbrook
John M. Bulbrook
 
/s/ Leon Okurowski
Leon Okurowski
­­­
Willard L. Umphrey
Willard L. Umphrey
 
Kelly J. Lavari
Kelly J. Lavari
   
   
­­­ /s/ William H. Dunlap
William H. Dunlap
 
 
­­­
   




 
 

POWER OF ATTORNEY
ANNEX A

Pear Tree PanAgora Dynamic Emerging Markets Fund
Pear Tree Polaris Foreign Value Fund
Pear Tree Quality Fund
Pear Tree Columbia Small Cap Fund
Pear Tree Polaris Foreign Value Small Cap Fund
Pear Tree Columbia Micro Cap Fund



 
 




December 31, 2011









CODE OF ETHICS




PanAgora Asset Management, Inc.

















BOS-1210856 v10
 
 

CODE OF ETHICS
It is the personal responsibility of every PanAgora Employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders and other clients, or to do anything that could damage or erode the trust our fund shareholders and other clients place in PanAgora and its Employees.

TABLE OF CONTENTS

 
OVERVIEW   [INSERT PAGE NUMBER]
 
 
PREAMBLE   [INSERT PAGE NUMBER]
 
 
GUIDELINES AND DEFINITIONS   [INSERT PAGE NUMBER]
 
 
SECTION I: PERSONAL SECURITIES RULES FOR ALL EMPLOYEES [INSERT PAGE NUMBER]
 
A. Pre-clearance and the Restricted List   [INSERT PAGE NUMBER]
Rule 1 – Pre-clearance Requirements and the PTA System   [INSERT PAGE NUMBER]
Rule 2: PTA System and Restricted List   [INSERT PAGE NUMBER]
B. Prohibited Transactions   [INSERT PAGE NUMBER]
Rule 1: Short-Selling Prohibition   [INSERT PAGE NUMBER]
Rule 2: IPO Prohibition   [INSERT PAGE NUMBER]
Rule 3: Private Placement Pre-Approval Requirements   [INSERT PAGE NUMBER]
Rule 4: Trading with Material Non-Public Information   [INSERT PAGE NUMBER]
Rule 5: No Personal Trading with Client Portfolios   [INSERT PAGE NUMBER]
Rule 6: Special: Good Until Canceled Orders   [INSERT PAGE NUMBER]
Rule 7: Excessive Trading   [INSERT PAGE NUMBER]
C. Discouraged Transactions   [INSERT PAGE NUMBER]
Rule 1: Naked Options   [INSERT PAGE NUMBER]
D. Exempted Transactions   [INSERT PAGE NUMBER]
Rule 1: Involuntary Transactions   [INSERT PAGE NUMBER]
Rule 2: Special Exemptions   [INSERT PAGE NUMBER]
 
SECTION II: ADDITIONAL SPECIAL RULES FOR PERSONAL SECURITIES TRANSACTIONS OF ACCESS PERSONS AND CERTAIN INVESTMENT PROFESSIONALS   [INSERT PAGE NUMBER]
 
Rule 1: 60-Day Short Term Rule   [INSERT PAGE NUMBER]
Rule 2: 7-Day Rule   [INSERT PAGE NUMBER]
Rule 3: Blackout Rule   [INSERT PAGE NUMBER]
Rule 4: Contra Trading Rule   [INSERT PAGE NUMBER]
Rule 5: No Personal Benefit   [INSERT PAGE NUMBER]
 
SECTION III: GENERAL RULES FOR ALL EMPLOYEES   [INSERT PAGE NUMBER]
 
Rule 1: Compliance with All Laws, Regulations and Policies   [INSERT PAGE NUMBER]
Rule 2: Conflicts of Interest   [INSERT PAGE NUMBER]
Rule 3: Gifts and Entertainment Policy   [INSERT PAGE NUMBER]
Rule 4: Anti-bribery/Kickback Policy   [INSERT PAGE NUMBER]
Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy   [INSERT PAGE NUMBER]
Rule 6: Confidentiality of PanAgora Business Information   [INSERT PAGE NUMBER]
Rule 7: Roles with Other Entities   [INSERT PAGE NUMBER]
Rule 8: Role as Trustee or Fiduciary Outside PanAgora   [INSERT PAGE NUMBER]
Rule 9: Investment Clubs   [INSERT PAGE NUMBER]
Rule 10: Business Negotiations for PanAgora   [INSERT PAGE NUMBER]
Rule 11: Accurate Records   [INSERT PAGE NUMBER]
Rule 12: Immediate Family Members’ Conflict Policy   [INSERT PAGE NUMBER]
Rule 13: Non-PanAgora Affiliates   [INSERT PAGE NUMBER]
Rule 14: Computer and Network Use Policies   [INSERT PAGE NUMBER]
Rule 15: CFA Institute Code of Ethics   [INSERT PAGE NUMBER]
Rule 16: Privacy Policy   [INSERT PAGE NUMBER]
Rule 17: Anti-money Laundering Policy   [INSERT PAGE NUMBER]
Rule 18: Record Retention   [INSERT PAGE NUMBER]
 
SECTION IV: REPORTING REQUIREMENTS FOR ALL EMPLOYEES [INSERT PAGE NUMBER]
 
Rule 1: Broker Confirmations and Statements   [INSERT PAGE NUMBER]
Rule 2: Access Persons – Quarterly Transaction Report   [INSERT PAGE NUMBER]
Rule 3: Access Persons – Initial/Annual Holdings Report   [INSERT PAGE NUMBER]
Rule 4: Certifications   [INSERT PAGE NUMBER]
Rule 5: Outside Business Affiliation   [INSERT PAGE NUMBER]
Rule 6: Reporting of Irregular Activity   [INSERT PAGE NUMBER]
Rule 7: Ombudsman   [INSERT PAGE NUMBER]
 
SECTION V: EDUCATION REQUIREMENTS   [INSERT PAGE NUMBER]
 
Rule 1: Distribution of Code   [INSERT PAGE NUMBER]
Rule 2: Annual Training Requirement   [INSERT PAGE NUMBER]
 
SECTION VI: COMPLIANCE AND APPEAL PROCEDURES   [INSERT PAGE NUMBER]
 
A. Restricted List   [INSERT PAGE NUMBER]
B. Consultation of Restricted List   [INSERT PAGE NUMBER]
C. Request for Determination   [INSERT PAGE NUMBER]
D. Request for Ad Hoc Exemption   [INSERT PAGE NUMBER]
E. Appeal to Code of Ethics Officer with Respect to Restricted List   [INSERT PAGE NUMBER]
F. Information Concerning Identity of Compliance Personnel   [INSERT PAGE NUMBER]
 
SECTION VII: SANCTIONS   [INSERT PAGE NUMBER]
 
 
APPENDIX A: POLICY STATEMENT CONCERNING INSIDER TRADING PROHIBITIONS   [INSERT PAGE NUMBER]
 
PREAMBLE   [INSERT PAGE NUMBER]
DEFINITIONS: Insider Trading   [INSERT PAGE NUMBER]
SECTION I: Rules Concerning Inside Information   [INSERT PAGE NUMBER]
Rule 1: Inside Information   [INSERT PAGE NUMBER]
Rule 2: Material, Non-Public Information   [INSERT PAGE NUMBER]
Rule 3: Reporting of Material, Non-Public Information   [INSERT PAGE NUMBER]
SECTION II: Overview of Insider Trading   [INSERT PAGE NUMBER]
 
APPENDIX B: POLICY STATEMENT REGARDING EMPLOYEE TRADES IN SHARES OF PANAGORA CLOSED-END FUNDS   [INSERT PAGE NUMBER]
 
 
APPENDIX C: CONTRA-TRADING RULE SAMPLE CLEARANCE FORM   [INSERT PAGE NUMBER]
 
 
APPENDIX D: CFA INSTITUTE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT   [INSERT PAGE NUMBER]
 

 
 

OVERVIEW
 
This overview is provided only as a convenience and is not intended to substitute for a careful reading of the complete document.  As a condition of continued employment, every PanAgora Employee is required to read, understand, and comply with the provisions of the entire Code.  Additionally, Employees are expected to comply with the policies and procedures contained within PanAgora’s Compliance Program, which can be accessed online through PAMZone or in hard copy through the Code of Ethics Officer.
 
It is the personal responsibility of every PanAgora Employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its Employees.  This is the spirit of the Code.  In accepting employment at PanAgora, every Employee accepts the absolute obligation to comply with the letter and the spirit of the Code.  Failure to comply with the spirit of the Code is just as much a violation of the Code as failure to comply with the written rules of the Code.
 
The rules of the Code cover activities, including Personal Securities Transactions, of PanAgora Employees, certain Immediate Family Members of Employees, and entities (such as corporations, trusts, or partnerships) that Employees may be deemed to control or influence.
 
Sanctions will be imposed for violations of the Code.  Sanctions may include monetary fines, bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment.  The proceeds resulting from monetary sanctions will be given to a charity chosen by the Code of Ethics Officer.
 
Insider trading
 
PanAgora Employees are forbidden to buy or sell any Security while either PanAgora or the Employee is in possession of material, non-public information (inside information) concerning the Security or the issuer.  A violation of PanAgora’s insider trading policies may result in criminal and civil penalties, including imprisonment, disgorgement of profits, and substantial fines.   An Employee aware of or in possession of Inside Information must report it immediately to the Code of Ethics Officer or the Deputy Code of Ethics Officer.  See Appendix A: Overview of Insider Trading .
 
Conflicts of interest
 
The Code imposes limits on activities of PanAgora Employees where the activity may conflict with the interests of PanAgora or its clients.  These include limits on the receipt and solicitation of gifts and on service as a fiduciary for a person or entity outside of PanAgora.
 
For example, PanAgora Employees generally may not accept gifts over $100 in total value in a calendar year from any entity or any supplier of goods or services to PanAgora.   In addition, a PanAgora Employee may not serve as a director of any corporation or other entity without prior written approval of the Code of Ethics Officer, and PanAgora Employees may not be members of investment clubs.
 
Confidentiality
 
Information about PanAgora Clients and PanAgora investment activity and research is proprietary and confidential and may not be disclosed or used by any PanAgora Employee outside PanAgora without a valid business purpose.
 
PanAgora sub-advised registered funds
 
Employees are responsible for providing transaction and holdings reports related to shares of any funds registered under the Investment Company Act of 1940, as amended, and advised or sub-advised by PanAgora as described in Section IV, including transactions effected through the Employee’s retirement account(s) (other than those offered by PanAgora).
 
Personal securities trading
 
PanAgora Employees may not buy or sell any Security for their own account without clearing the proposed transaction in advance.  Clearance is facilitated through the Personal Trading Assistant (PTA).  See Section I for exemptions from this requirement.
 
Pre-clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Standard Time (EST) on the day of the trade.   A pre-clearance is valid only for the day it is obtained .  PanAgora Employees are strongly discouraged from engaging in excessive trading for their personal securities accounts.  Employees will be prohibited from making more than 10 trades in individual securities within a quarter.  Trading in excess of this level will be reviewed with the Code of Ethics Oversight Committee.
 
Short Selling
 
PanAgora Employees are prohibited from Short Selling any Security, whether or not it is held in a PanAgora Client portfolio, except that Short Selling against broad market indexes, Short Selling Broad-Based ETFs, Short Selling Broad-Based Closed-End Funds, Short Selling Broad-Based ETNs, and Short Selling Against the Box are permitted.  Note, however, that Short Selling Against the Box or otherwise hedging an investment in shares of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc. stock is prohibited.
 
Confirmations of trading and periodic account statements
 
All PanAgora Employees must have their brokers send duplicate confirmations and statements of transactions in Personal Brokerage Accounts, including retirement account(s)  (other than those offered by PanAgora), including transactions of those who share the same household as the Employee or for accounts over which the Employee has investment discretion, to the Code of Ethics Officer.  Employees must enter a broker account profile into PTA, then the Deputy Code of Ethics Officer will: (a) provide an authorization letter from PanAgora to hold the account; and (b) provide instructions to the broker in establishing the Rule 407 Letter from PanAgora for setting up the Employee’s Personal Brokerage Account.
 
Quarterly and annual reporting
 
All employees of PanAgora are ‘Access Persons’.  Access Persons must report all their securities transactions in each calendar quarter to the Code of Ethics Officer within 15 days after the end of the quarter.  All Access Persons must disclose all personal securities holdings (even those to which pre-clearance may not apply) upon commencement of employment, quarterly and thereafter on an annual basis.  If you fail to report as required, sanctions will be imposed.  Egregious conduct, e.g., willful failures to report, will be subject to harsher sanctions, which may include termination of employment.
 
Initial Public Offerings (IPOs) and Private Placements
 
PanAgora Employees may not buy any securities in an IPO or in a Private Placement, except in limited circumstances when prior written authorization is obtained.
 
Personal securities transactions by Access Persons
 
and Investment Professionals
 
The Code imposes special restrictions on Personal Securities Transactions by Access Persons and Investment Professionals, which are summarized as follows. (Refer to Section II for details):
 
60-Day Short Term Holding Period . No Access Person shall purchase and then sell at a profit, or sell and then repurchase at a lower price, any security or related derivative security within 60 calendar days.

7-Day Rule. Before an Investment Professional places an order to buy a Security for any portfolio his team manages, he must sell from his personal account any such Security or related derivative Security purchased within the preceding seven calendar days and disgorge any profit from the sale.

Blackout Rule . No Investment Professional may sell any Security or related derivative Security for her personal account until seven calendar days have passed since the most recent purchase of that Security or related derivative Security by any portfolio managed by her team. No Investment Professional may buy any Security or related derivative Security for his personal account until seven calendar days have passed since the most recent sale of that Security or related derivative Security by any portfolio managed by his team.

Contra-Trading Rule .  No Investment Professional may sell out of her personal account any Security or related derivative Security that is held in any portfolio managed by her team unless she has received the written approval of an appropriate Director in her group and the Code of Ethics Officer or his designee.
 
• No Investment Professional may cause a PanAgora Client to take action for the individual’s own personal benefit.
 

 
 

PREAMBLE
 
It is the personal responsibility of every PanAgora Employee to avoid any conduct that would create a conflict, or even the appearance of a conflict, with our private fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its Employees.  This is the spirit of the Code.  In accepting employment at PanAgora, every Employee also accepts the absolute obligation to comply with the letter and the spirit of the Code.  Failure to comply with the spirit of the Code is just as much a violation of the Code as failure to comply with the written rules of the Code.  Sanctions will be imposed for violations of the Code, including the Code’s reporting requirements.
 
Sanctions will include bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment.
 
PanAgora is required by law to adopt a Code.  The purposes of the law are to ensure that companies and their employees comply with all applicable laws and to prevent abuses in the investment advisory business that can arise when conflicts of interest exist between the employees of an investment advisor and its clients.  By adopting and enforcing a Code, we strengthen the trust and confidence reposed in us by demonstrating that, at PanAgora, client interests come before personal interests.
 
The Code that follows represents a balancing of important interests.  On the one hand, as a registered investment advisor, PanAgora owes a duty of undivided loyalty to its clients, and must avoid even the appearance of a conflict that might be perceived as abusing the trust they have placed in PanAgora.  On the other hand, PanAgora does not want to prevent conscientious professionals from investing for their own accounts where conflicts do not exist or are so attenuated as to be immaterial to investment decisions affecting PanAgora clients.
 
When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, PanAgora Employees owe a fiduciary duty to PanAgora Clients.  In most cases, this means that the affected Employee will be required to forego conflicting Personal Securities Transactions.  In some cases, personal investments will be permitted, but only in a manner that, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting PanAgora Client portfolios or taking unfair advantage of the relationship PanAgora Employees have to PanAgora Clients.
 
The Code contains specific rules prohibiting defined types of conflicts.  Because every potential conflict cannot be anticipated in advance, the Code also contains certain general provisions prohibiting conflict situations.  In view of these general provisions, it is critical that any individual who is in doubt about the applicability of the Code in a given situation seek a determination from the Code of Ethics Officer about the propriety of the conduct in advance.  The procedures for obtaining such a determination are described in Section VI of the Code.
 
It is critical that the Code be strictly observed.  Not only will adherence to the Code ensure that PanAgora renders the best possible service to its clients, it will ensure that no individual is liable for violations of law.
 
It should be emphasized that adherence to this policy is a fundamental condition of employment at PanAgora.  Every Employee is expected to adhere to the requirements of this Code despite any inconvenience that may be involved.  Any Employee failing to do so may be subject to such disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Officer, the Code of Ethics Oversight Committee or the Chief Executive Officer of PanAgora.
 

 
 

GUIDELINES AND DEFINITIONS
 
Guidelines
 
Gender references — Gender references in the Code alternate.
 
Rule of construction regarding time periods Unless the context indicates otherwise, time periods used in the Code shall be measured inclusively, i.e., beginning on the dates from which the measurement is made.
 
Exceptions Unless the context indicates otherwise, there will be no exceptions to the rules.
 
Definitions
 
The words below are defined specifically for the purpose of PanAgora’s Code.
 
Access Persons
 
Generally, all Employees of PanAgora are considered Access Persons.  However, an Independent PanAgora Director will not be considered an Access Person so long as the member:
 
(1) Is not involved in making securities recommendations to PanAgora or Putnam clients;
 
AND
 
(2) Does not have access to:
 
(a) nonpublic information regarding the purchase or sale of securities for any PanAgora or Putnam client;
 
(b) nonpublic information regarding the portfolio holdings of any fund sponsored or advised by PanAgora or Putnam; or
 
(c) securities recommendations to PanAgora or Putnam clients that are nonpublic.
 
Each Independent PanAgora Director shall certify in writing annually that he or she satisfies both conditions set forth in the previous sentence.  In addition, an Independent PanAgora Director who ceases to satisfy one or both of these conditions shall promptly inform PanAgora of this fact, and the Director shall consequently be considered an Access Person and subject to the Code.
 
CDs
 
Certificates of deposit.
 
Closed-End Fund
 
A fund with a fixed number of shares outstanding and which does not redeem shares the way a typical mutual fund does.  Closed-End Funds typically trade like stocks on exchange .
 
Broad-Based Closed-End Funds
 
Broad-Based Closed-End Funds are Closed-End Funds that contain a portfolio of Securities of ten (10) or more issuers.
 
Narrow-Based Closed-End Funds
 
Narrow-Based Closed-End Funds are all Closed-End Funds that are not Broad-Based Closed-End Funds.
 
Code
 
This Code of Ethics.
 
Code of Ethics Administrator
 
The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, nondiscretionary administration of this Code.  The current Code of Ethics Administrator is Stephanie Ackerman, who can be reached at extension 6625.
 
Code of Ethics Officer
 
The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Code.  The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of PanAgora.  If the Code of Ethics Officer is unavailable, the Deputy Code of Ethics Officer shall act in his or her stead.  The current Code of Ethics Officer is Louis X. Iglesias.  The current Deputy Code of Ethics Officer is Stephanie Ackerman.
 
Code of Ethics Oversight Committee
 
Has oversight responsibility for administering the Code.  Members include the Code of Ethics Officer and other members of PanAgora’s senior management approved by the Chief Executive Officer of PanAgora.
 
Discretionary Account
 
An account for which the holder gives his/her broker or investment advisor (but not an Immediate Family Member) complete authority to make management decisions to buy and sell securities (also called controlled account or managed account).
 
Exchange Traded Fund (ETF)
 
A fund that tracks an index, but can be traded like a stock, ETFs always bundle together the securities that are in an index.
 
Broad-Based ETF
 
Contains a portfolio of securities of 10 or more issuers (e.g., SPDRs, WEBs, Q QQQs, iShares, HLDRs).
 
Narrow-Based ETF
 
ETFs that are not Broad-Based ETFs.
 
Exchange Traded Note (ETN)
 
An unsecured, unsubordinated debt security that tracks an index, but can be traded like a stock. ETNs are linked to the performance of a market benchmark.
 
Broad-Based ETN
 
Contains a portfolio of securities of 10 or more issuers
 
Narrow-Based ETN
 
ETNs that are not Broad-Based ETNs.
 
Immediate Family Members
 
Spouse, domestic partner, minor children, or other relatives living in the same household as the PanAgora Employee.  All pre-clearance and reporting applies to Immediate Family Members.
 
Independent PanAgora Director
 
A member of the PanAgora board who is not otherwise affiliated with PanAgora or Putnam.
 
Investment Professional
 
Any of the following: portfolio manager, analyst, director or Chief Investment Officer that is on an investment team.
 
IPO
 
Initial public offering.
 
Large-/Mid-Cap Exemption
 
This rule permits the purchase or sale of up to 1,000 shares of a Security on PanAgora’s Restricted List per day if the market capitalization of the issuer of the Security is at least $2 billion.
 
MMC
 
Marsh & McLennan Companies
 
Narrow-Based Derivative
 
A future, swap, put or call option, or similar derivative instrument whose return is determined by reference to fewer than 10 underlying issuers.  Single stock futures and exchange traded funds based on fewer than 10 issuers are included.
 
Non-PanAgora Affiliate
 
Any affiliate of PanAgora that provides investment advisory services and is listed in the Comment to Section III, Rule 13.
 
PanAgora
 
Any or all of PanAgora Asset Management, Inc. and its subsidiaries (if any), any one of which shall be a PanAgora company.
 
PanAgora Client
 
Any of the PanAgora mutual funds, or any advisory, trust, or other client of PanAgora.
 
PanAgora Employee (or Employee)
 
Any employee of PanAgora.
 
Personal Brokerage Account
 
An Access Person’s Personal Brokerage Account includes any brokerage account for which the Access Person has shared and sole discretionary investment authority, including any retirement account(s).
 
Personal Trading Assistant (PTA)
 
The Personal Trading Assistant (PTA) is an intuitive, browser-based application that provides an automated and streamlined mechanism for managing Employee personal trading practices, e.g., pre-clearance, reporting and certifications in accordance with regulatory requirements and the Code.
 
Policy Statements
 
The Policy Statement Concerning Insider Trading Prohibitions attached to the Code as Appendix A and the Policy Statement Regarding Employee Trades in Shares of PanAgora Closed-End Funds (if any) attached to the Code as Appendix B.
 
Private Placement
 
Any offering of a Security not offered to the public and not requiring registration with the relevant securities authorities.
 
Purchase or Sale of a Security
 
Any acquisition or transfer of any interest in the Security for direct or indirect consideration; this includes the writing of an option.  This definition includes any transfer of a Security by an Employee as a gift to an individual or a charity.
 
Restricted List
 
The list established in accordance with Rules 1 and 2 of Section I.A.
 
SEC
 
The U.S. Securities and Exchange Commission.
 
Security
 
The following instruments are defined as “securities”.   They require pre-clearance and periodic reporting:
·  
Any type or class of equity or debt security; any rights relating to a security, such as warrants, convertible securities;
·  
Narrow-Based Closed-End Funds;
·  
Narrow-Based ETFs;
·  
Narrow-Based ETNs; and
·  
Narrow-Based Derivatives.
 
Unless otherwise noted, the following instruments are not considered “securities” , and do not require pre-clearance.  If marked with an asterisk, periodic reporting is required:
·  
Currencies;
·  
Direct and indirect obligations of the U.S. government and its agencies;
·  
Commercial paper;
·  
CDs;
·  
Repurchase agreements;
·  
Bankers’ acceptances;
·  
Any other money market instruments;
·  
Broad-Based Closed-End Funds*;
·  
Broad-Based ETFs*;
·  
Broad-Based ETNs*;
·  
Commodities; or
·  
Any option on a broad-based market index or an exchange-traded futures contract or option.*
 
Selling Short
 
The sale of a Security that the investor does not own in order to take advantage of an anticipated decline in the price of the Security.  In order to sell short, the investor must borrow the Security from his broker in order to make delivery to the buyer.
 
Selling Short Against the Box
 
A short sale where the investor owns the Security, but does not want to use the shares for delivery, so he borrows them from the brokerage firm.
 
Transaction for a Personal Account (or Personal Securities Transaction)
 
Securities transactions: (a) for the personal account of any employee (including her retirement account(s)); (b) for the account of a Immediate Family Member of any Employee; (c) for the account of a partnership in which a PanAgora Employee or Immediate Family Member is a general partner or a partner with investment discretion; (d) for the account of a trust in which a PanAgora Employee or Immediate Family Member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora Employee or Immediate Family Member holds shares and for which he has investment discretion; and (f) for any account other than a PanAgora Client account that receives investment advice of any sort from the Employee or Immediate Family Member, or over which the Employee or Immediate Family Member has investment discretion.

 
 

 

SECTION I: Personal Securities Rules for All Employees
 
A. Pre-clearance and the Restricted List
 
Rule 1 – Pre-clearance Requirements and the PTA System
 
Pre-clearance is required for all transactions in the following Securities:
 
·  
Stock of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc.;
·  
MMC stock (including all transactions relating to Securities held in the MMC Employee Stock Purchase Plan or 401(k)/Profit Sharing/Bonus Plan);
·  
Any type or class of equity or debt Security, including corporate and municipal bonds (including stock acquired in a stock purchase plan or 401(k) plan);
·  
Any rights relating to a Security, such as warrants and convertible Securities;
·  
Narrow Based-Closed-End Funds;
·  
Narrow-Based ETFs;
·  
Narrow-Based ETNs;
·  
Narrow-Based Derivatives; and
·  
Any Security donated as a gift to an individual or a charity.
 
Pre-clearance is not required for transactions in the following Securities (although reporting is required for the categories marked with an asterisk):
 
·  
Broad-Based ETFs, and any option on a broad-based market index or an exchange-traded futures contract or option thereon;*
·  
Broad-Based Closed-End Funds;*
·  
Broad-Based ETNs;*
·  
Open-end mutual funds;
·  
Currencies, Treasuries (T-bills), and direct and indirect obligations of the U.S. government and its agencies;
·  
Direct and indirect obligations of any member country of the Organization for Economic Co-Operation and Development (OECD); or
·  
Commercial paper, CDs, repurchase agreements, bankers’ acceptances, and other money market instruments.
 
Rule 2: PTA System and Restricted List
 
No PanAgora Employee shall purchase or sell for his personal account any Security requiring pre-clearance under Rule 1 without prior clearance obtained through procedures set forth by the Code of Ethics Officer.  Clearance is facilitated through the Personal Trading Assistant (PTA).  Subject to the limited exceptions below, no clearance will be granted for securities appearing on the Restricted List.  Securities will be placed on the Restricted List in the following circumstances:
 
(a) When orders to purchase or sell such Security have been entered for any PanAgora Client, or the Security is being actively considered for purchase for any PanAgora Client, unless the Security is a nonconvertible investment grade rated (at least BBB by S&P or Baa by Moody’s) fixed-income investment;
 
(b) When such a Security is a voting Security of a corporation in the banking, savings and loan, insurance, communications, public utilities, or gaming (i.e., casinos) industries, if holdings of PanAgora or PanAgora clients in that corporation exceed 7%;
 
(c) When, in the judgment of the Code of Ethics Officer, other circumstances warrant restricting personal transactions of PanAgora Employees in a particular Security;
 
(d) When required under the circumstances described in the Policy Statement Concerning Insider Trading Prohibitions, attached as Appendix A.
 
Reminder: Securities for an Employee’s personal account include securities owned by Immediate Family Members of a PanAgora Employee.  Thus, this Rule prohibits certain trades by Immediate Family Members of PanAgora Employees.  See Definitions.
 
Compliance with this rule does not exempt an Employee from complying with any other applicable rules of the Code, such as those described in Section III.  In particular, Access Persons and Investment Professionals must comply with the special rules set forth in Section II.
 
IMPLEMENTATION
 
An Employee wishing to trade any Security shall first obtain clearance through the PTA system.  Pre-clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Standard Time (EST) on the day of the trade.  A pre-clearance is valid only for the day it is obtained.  PanAgora Employees are strongly discouraged from engaging in excessive trading for their personal securities accounts.  Employees will be prohibited from making more than 10 trades in individual securities within a quarter.  Trading in excess of this level will be reviewed with the Code of Ethics Oversight Committee.
 
The PTA system will inform the Employee whether the Security may be traded and whether trading in the Security is subject to the “Large-/Mid-Cap Exemption.”  The response of the pre-clearance system as to whether a Security appears on the Restricted List and, if so, whether it is eligible for the exceptions set forth after this Rule shall be final, unless the Employee appeals to the Code of Ethics Officer, using the procedure described in Section VI, regarding the request to trade a particular Security.
 
A pre-clearance is only valid for trading on the day it is obtained.  Trades in securities listed on Asian or European stock exchanges, however, may be executed within one business day after pre-clearance is obtained .
 
If a Security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List.  It is the Employee’s responsibility to identify with particularity the class of securities for which permission is being sought for a personal investment.
 
If the pre-clearance system does not recognize a Security, or if an Employee is unable to use the system or has any questions with respect to the system or pre-clearance, the Employee may consult the Code of Ethics Administrator.  The Code of Ethics Administrator shall not have authority to answer any questions about a Security other than whether trading is permitted.  The response of the Code of Ethics Administrator as to whether a Security appears on the Restricted List and, if so, whether it is eligible for any applicable exceptions set forth after this Rule shall be final, unless the Employee appeals to the Code of Ethics Officer, using the procedure described in Section VI, regarding the request to trade a particular Security.
 
EXCEPTIONS
 
A. Large-/Mid-Cap Exemption.   If a Security appearing on the Restricted List is an equity Security for which the issuer has a market capitalization (defined as outstanding shares multiplied by current price per share) of at least $2 billion, then a PanAgora Employee may purchase or sell up to 1,000 shares of the Security per day for his personal account.
 
B. Pre-clearing Transactions Effected by Share Subscription .  The purchase of securities made by subscription rather than on an exchange is limited to issuers having a market capitalization of $5 billion or more and is subject to a 1,000 share limit.  The following are procedures to comply with Rule 1 when effecting a purchase or sale of shares by subscription:
 
(a) The PanAgora Employee must pre-clear the trade on the day he or she submits a subscription to the issuer, rather than on the actual day of the trade since the actual day of the trade typically will not be known to the Employee who submits the subscription.  At the time of pre-clearance, the Employee will be told whether the purchase is permitted (in the case of a corporation having a market capitalization of $5 billion or more), or not permitted (in the case of a smaller capitalization issuer).
 
(b) The subscription for any purchase or sale of shares must be reported on the Employee’s Quarterly Personal Securities Transaction report, noting the trade was accomplished by subscription.
 
(c) Because no brokers are involved in the transaction, the confirmation requirement will be waived for these transactions, although the PanAgora Employee must provide the Compliance Department with any transaction summaries or statements sent by the issuer.
 
C. Trades in Approved Discretionary Brokerage Accounts .  A transaction does not need to be pre-cleared if it takes place in an account that the Code of Ethics Officer has approved in writing as exempt from the pre-clearance requirement.  In the sole discretion of the Code of Ethics Officer accounts that will be considered for exclusion from the pre-clearance requirement are only those for which an Employee’s securities broker or investment advisor has complete discretion (a Discretionary Account) and the following conditions are met: (i) the Employee certifies annually in writing that the Employee has no influence over the transactions in the Discretionary Account and is not aware of the transactions in the Discretionary Account prior to their execution; (ii) the compliance department of the Employee’s broker or investment advisor certifies annually in writing that the Employee has no influence over the transactions in the Discretionary Account and is not aware of the transactions in the Discretionary Account prior to their execution; and (iii) each calendar quarter, the broker or investment advisor sends PanAgora’s Code of Ethics Administrator copies of each quarterly statement for the Discretionary Account.  Employees wishing to seek such an exemption must send a written request to the Code of Ethics Administrator.
 
COMMENTS
 
Pre-clearance .  Subpart (a) of Rule 2 is designed to avoid the conflict of interest that might occur when an Employee trades for his personal account a Security that currently is being traded or is likely to be traded for a PanAgora Client.  Such conflicts arise, for example, when the trades of an Employee might have an impact on the price or availability of a particular Security, or when the trades of the client might have an impact on price to the benefit of the Employee.  Thus, exceptions involve situations where the trade of a PanAgora Employee is unlikely to have an impact on the market.
 
Regulatory Limits.   Owing to a variety of federal statutes and regulations in the banking, savings and loan, insurance, communications, and gaming industries, it is critical that accounts of PanAgora and PanAgoraclients not hold more than 10% of the voting securities (7% for public utilities) of any issuer in those industries.  Because of the risk that the personal holdings of PanAgora and PanAgoraemployees may be aggregated with PanAgora and Putnam holdings for these purposes, subpart (b) of this Rule limits personal trades in these areas.  The 7% limit will allow the regulatory limits to be observed.
 
Options .  For the purposes of this Code, options are treated like the underlying Security.  See Definitions.  Thus, an Employee may not purchase, sell, or “write” option contracts for a Security that is on the Restricted List.  The automatic exercise or assignment of an options contract (the purchase or writing of which was previously pre-cleared) does not have to be pre-cleared.  Note, however, that the sale of securities obtained through the exercise of options must be pre-cleared.
 
Involuntary transactions .  Involuntary Personal Securities Transactions are exempted from the Code.  Special attention should be paid to this exemption.  (See Section I.D.)
 
Tender offers.   This Rule does not prohibit an Employee from tendering securities from his personal account in response to an “any and all” tender offer, even if PanAgora Clients are also tendering securities.  A PanAgora Employee is, however, prohibited from tendering securities from his personal account in response to a partial tender offer, if PanAgora Clients are also tendering securities.
 
Gifts of Securities.   Pre-clearance is required for securities donated as a gift to a charitable organization or to an individual.  Employees are required to provide a gift transfer certificate of the transaction (if produced) to the Code of Ethics Administrator along with an account statement reflecting the gift transaction.  Receipt of a securities gift should be reported on the Access Person’s Annual Holding Report.  Employees who receive a securities gift must report the gift to the Code of Ethics Administrator to make the necessary adjustments in PTA and Access Persons must disclose this holding in PTA.
 
B. Prohibited Transactions
 
Rule 1: Short-Selling Prohibition
 
PanAgora Employees are prohibited from Short Selling any Security in their own accounts, whether or not the Security is held in a PanAgora Client portfolio.  Employees are prohibited from hedging investments made in securities of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc.
 
EXCEPTIONS
 
Short selling against broad market indexes (such as the Dow Jones Industrial Average, the NASDAQ index, and the S&P 100 & 500 indexes); short selling of Broad-Based ETFs, Broad-Based Closed-End Funds or Broad-Based ETNs; and short selling against the box are permitted (except that short selling shares of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc. against the box is not permitted).
 
Rule 2: IPO Prohibition
 
No PanAgora Employee shall purchase any Security for her personal account in an IPO.  Employees are also restricted from participating in IPOs through a Discretionary Account.
 
EXCEPTION
 
Pre-existing Status Exception .  A PanAgora Employee shall not be barred by this Rule or by Rule 1(a) of Section I.A. from purchasing securities for her personal account in connection with an IPO of securities by a bank or insurance company when the Employee’s status as a policyholder or depositor entitles her to purchase securities on terms more favorable than those available to the general public, in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form, provided that the Employee has had the status entitling her to purchase on favorable terms for at least two years.  This exception is only available with respect to the value of bank deposits or insurance policies that an Employee owns before the announcement of the IPO.  This exception does not apply, however, if the Security appears on the Restricted List in the circumstances set forth in subparts (b), (c), or (d) of Section I.A., Rule 2.
 
IMPLEMENTATION
 
A. General Implementation.   An Employee shall inquire, before any purchase of a Security for her personal account, whether the Security to be purchased is being offered pursuant to an initial public offering.  If the Security is offered through an IPO, the Employee shall refrain from purchasing that Security for her personal account unless the exception applies.
 
B. Administration of Exception.   If the Employee believes the exception applies, she shall consult the Code of Ethics Administrator concerning whether the Security appears on the Restricted List and if so, whether it is eligible for this exception.
 
COMMENTS
 
• The purpose of this Rule is designed to avoid the conflict of interest that might occur when an Employee trades for his personal account a Security that currently is being traded or is likely to be traded for a PanAgora Client.  Such conflicts arise, for example, when the trades of an Employee might have an impact on the price or availability of a particular Security, or when the trades of the client might have an impact on price to the benefit of the Employee.  Thus, exceptions involve situations where the trade of a PanAgora employee is unlikely to have an impact on the market.
 
• Purchases of securities in the immediate after-market of an initial public offering are not prohibited, provided they do not constitute violations of other portions of the Code.  For example, participation in the immediate after-market as a result of a special allocation from an underwriting group would be prohibited by Section III, Rule 3 concerning gifts and other favors.
 
• Public offerings subsequent to initial public offerings are not deemed to create the same potential for competition between PanAgora Employees and PanAgora Clients because of the pre-existence of a market for the securities.
 
Rule 3: Private Placement Pre-Approval Requirements
 
No PanAgora Employee shall purchase any Security for his personal account in a limited private offering or Private Placement without prior approval from the Code of Ethics Officer.  Privately placed limited partnerships and funds such as private equity or hedge funds are specifically included in this Rule.
 
COMMENTS
 
• The purpose of this Rule is to prevent a PanAgora Employee from investing in securities for his own account pursuant to a limited private offering that could compete with or disadvantage PanAgora Clients, and to prevent PanAgora Employees from being subject to efforts to curry favor by those who seek to do business with PanAgora.
 
• Exemptions to the prohibition will generally not be granted where the proposed investment relates directly or indirectly to investments by a PanAgora Client, or where individuals involved in the offering (including the issuers, broker, underwriter, placement agent, promoter, fellow investors and affiliates of the foregoing) have any prior or existing business relationship with PanAgora or a PanAgora Employee, or where the PanAgora Employee believes that such individuals may expect to have a future business relationship with PanAgora or a PanAgora Employee.
 
• An exemption may be granted, subject to reviewing all the relevant facts and circumstances, for investments in:
 
(a) Pooled investment funds, including hedge funds, subject to the condition that an employee investing in a pooled investment fund would have no involvement in the activities or decision-making process of the fund except for financial reports made in the ordinary course of the fund’s business, and subject to the condition that the hedge fund does not invest significantly in registered investment companies.
 
(b) Private Placements where the investment cannot relate, or be expected to relate, directly or indirectly to PanAgora or investments by a PanAgora Client.
 
• Employees who apply for an exemption will be expected to disclose to the Code of Ethics Officer in writing all facts and relationships relating to the proposed investment.
 
• Applications to invest in Private Placements will be reviewed by the Code of Ethics Oversight Committee.  This review will take into account, among other factors, the considerations described in the preceding comments.
 
Rule 4: Trading with Material Non-Public Information
 
No PanAgora Employee shall purchase or sell any Security for her personal account or for any PanAgora Client account while in possession of material, nonpublic information concerning the Security or the issuer.
 
When in possession of material, nonpublic information, such PanAgora Employee shall also not advise or encourage another person to purchase, sell or hold any such Security, either for a personal account or for the account of a PanAgora Client.
 
EXCEPTIONS
 
None.  Please read Appendix A, Policy Statement Concerning Insider Trading Prohibitions.
 
Rule 5: No Personal Trading with Client Portfolios
 
No PanAgora Employee shall purchase from or sell to a PanAgora Client any securities or other property for his personal account, nor engage in any personal transaction to which a PanAgora Client is known to be a party, or which transaction may have a significant relationship to any action taken by a PanAgora Client.
 
EXCEPTIONS
 
None.
 
IMPLEMENTATION
 
It shall be the responsibility of every PanAgora Employee to make inquiry prior to any personal transaction sufficient to satisfy himself that the requirements of this Rule have been met.
 
COMMENT
 
This rule is required by federal law.  It does not prohibit a PanAgora Employee from purchasing any shares of an open-end fund sponsored by PanAgora.  The policy with respect to Employee trading in closed-end PanAgora funds is attached as Appendix B.
 
Rule 6: Special: Good Until Canceled Orders
 
Good Until Canceled Limit Orders are prohibited.
 
Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day.  “Good until canceled limit” orders are prohibited because of the potential failure to pre-clear.
 
EXCEPTION
 
Same-day limit orders are permitted.
 
Rule 7: Excessive Trading
 
PanAgora Employees are strongly discouraged from engaging in excessive trading for their personal accounts.  Employees are prohibited from making more than 10 trades in individual securities in any given quarter.  Excessive trading within PanAgora sub-advised open-end mutual funds is prohibited.  For the purpose of this rule, an Employee is prohibited from engaging in more than a total of 10 trades in all accounts the Employee may hold (including those accounts held by his Immediate Family Members), not 10 trades per individual account.
 
EXCEPTIONS
 
For the purpose of calculating the number of trades in any quarter, trading the same Security in the same direction (buy or sell) over a period of five business days will be counted as one transaction.
 
Trades in Broad-Based ETFs, Closed-End Funds and ETNs and affiliate stock in internal plans are not counted towards the 10 trade limit.
 
COMMENTS
 
• Although a PanAgora Employee’s excessive trading may not itself constitute a conflict of interest with PanAgora Clients, PanAgora believes that its clients’ confidence in PanAgora will be enhanced, and the likelihood of PanAgora achieving better investment results for its clients over the long term will be increased, if PanAgora Employees rely on their investment — as opposed to trading — skills in transactions for their own accounts.  Moreover, excessive trading by a PanAgora Employee for her own account diverts the Employee’s attention from the responsibility of servicing PanAgora Clients, and increases the possibilities for transactions that are in actual or apparent conflict with PanAgora Client transactions.  Short-term trading is strongly discouraged while Employees are encouraged to take a long-term view.
 
• Employees should be aware that their trading activity is closely monitored.   Activity exceeding 10 trades per quarter will be prohibited by the Code of Ethics Oversight Committee.   Sanctions will be imposed such as a trading ban or a more stringent sanction may be determined at the discretion of the Committee.
 
C. Discouraged Transactions
 
Rule 1: Naked Options
 
PanAgora Employees are strongly discouraged from engaging in writing (selling) naked options for their personal accounts.
 
Naked option transactions are particularly dangerous because a PanAgora Employee may be prevented by the restrictions in this Code from covering the naked option at the appropriate time.  All Employees should keep in mind the limitations on their personal securities trading imposed by this Code when contemplating such an investment strategy.   Engaging in naked options transactions on the basis of material, nonpublic information is prohibited.  See Appendix A, Policy Statement Concerning Insider Trading Prohibitions.
 
EXCEPTIONS
 
None.
 
D. Exempted Transactions
 
Rule 1: Involuntary Transactions
 
Transactions that are involuntary on the part of a PanAgora Employee are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.
 
EXCEPTIONS
 
None.
 
COMMENTS
 
• This exemption is based on categories of conduct that the SEC does not consider “abusive.”
 
• Examples of involuntary Personal Securities Transactions include:
 
(a) Sales out of the brokerage account of a PanAgora Employee as a result of bona fide margin call, provided that withdrawal of collateral by the PanAgora Employee within the ten days previous to the margin call was not a contributing factor to the margin call;
 
(b) Purchases arising out of an automatic dividend reinvestment program of an issuer of a publicly traded Security.
 
• Transactions by a trust in which the PanAgora Employee (or an Immediate Family Member of the Employee) holds a beneficial interest, but for which the Employee has no direct or indirect influence or control with respect to the selection of investments, are involuntary transactions.  In addition, these transactions do not fall within the definition of “Personal Securities Transactions.”  See Definitions.
 
• A good-faith belief on the part of the Employee that a transaction was involuntary will not be a defense to a violation of the Code.  In the event of confusion as to whether a particular transaction is involuntary, the burden is on the Employee to seek a prior written determination of the applicability of this exemption.  The procedures for obtaining such a determination appear in Section VI.
 
Rule 2: Special Exemptions
 
Transactions that have been determined in writing by the Code of Ethics Officer before the transaction occurs to be no more than remotely harmful to PanAgora Clients because the transaction would be very unlikely to affect a highly institutional market, or because the transaction is clearly not related economically to the securities to be purchased, sold, or held by a PanAgora Client, are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.
 
IMPLEMENTATION
 
An Employee may seek an ad-hoc exemption under this Rule by following the procedures in Section VI.
 
COMMENTS
 
• This exemption is also based upon categories of conduct that the SEC does not consider “abusive.”
 
• The burden is on the Employee to seek a prior written determination that the proposed transaction meets the standards for an ad hoc exemption set forth in this Rule.
 

 
 

SECTION II: Additional Special Rules for Personal Securities Transactions of Access Persons and Certain Investment Professionals
 
Rule 1: 60-Day Short Term Rule

Access Persons may not sell a security at a profit within 60 days of purchase or buy a security at a price below which he or she sold it within the past 60 days.

EXCEPTIONS

None, unless prior written approval from the Code of Ethics Officer is obtained. Exceptions may be granted on a case-by-case basis when no abuse is involved and the equities of the situation support an exemption. For example, although an Access Person may buy a stock as a long-term investment, that stock may have to be sold involuntarily due to unforeseen activity such as a merger.

IMPLEMENTATION

A. The 60-Day Short-Term Rule applies to all Access Persons, as defined in the Definitions section of the Code.

B. Calculation of whether there has been a profit is based upon the market prices of the securities. The calculation includes commissions and other sales charges.

C. As an example, an Access Person would not be permitted to sell a security at $12 that he purchased within the prior 60 days for $10. Similarly, an Access Person would not be permitted to purchase a security at $10 that she had sold within the prior 60 days for $12.

COMMENTS

• The prohibition against short-term trading profits by Access Persons is designed to minimize the possibility that they will capitalize inappropriately on the market impact of trades involving a client portfolio about which they might possibly have information.

• Although directors, portfolio managers, and analysts may sell securities at a profit within 60 days of purchase in order to comply with the requirements of the 7-Day Rule applicable to them (described below), the profit will have to be disgorged to charity under the terms of the 7-Day Rule.

An Access Person cannot trade a security within 60 days regardless of tax lot election.

Rule 2: 7-Day Rule

Before an Investment Professional places an order to buy a Security for any PanAgora client portfolio that is managed by his team, he must sell that Security or related derivative Security if he has purchased it in his personal account within the preceding seven calendar days.

COMMENTS

• This Rule applies to Investment Professionals in connection with any purchase (no matter how small) in any client account managed by her team. In particular, it should be noted that the requirements of this Rule also apply with respect to purchases in client accounts, resulting from “cash flows.” To comply with the requirements of this Rule, it is the responsibility of each Investment Professional to be aware of the placement of all orders for purchases of a Security by client accounts that are managed by her team for seven days following the purchase of that Security for her personal account.

• An Investment Professional who must sell securities to be in compliance with the 7-Day Rule must absorb any loss and disgorge to charity any profit resulting from the sale. The recipient charity will be chosen by the Code of Ethics Officer.

• This Rule is designed to avoid even the appearance of a conflict of interest between an Investment Professional and a PanAgora client. A greater burden is placed on these professionals given their positions in the organization. Transactions executed for the employee's personal account must be conducted in a manner consistent with the Code of Ethics and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee’s position of trust and responsibility.

EXCEPTIONS

None.

Rule 3: Blackout Rule

No Investment Professional shall: (i) sell any Security or related derivative Security for his personal account until seven calendar days have elapsed since the most recent purchase of that Security or related derivative Security by any PanAgora client portfolio managed by his team; or (ii) purchase any Security or related derivative Security for his personal account until seven calendar days have elapsed since the most recent sale of that Security or related derivative Security from any PanAgora client portfolio managed by his team.

COMMENTS

• This Rule applies to Investment Professionals in connection with any purchase (no matter how small) in any client account managed by his team. In particular, it should be noted that the requirements of this rule also apply with respect to transactions in client accounts resulting from “cash flows”. In order to comply with the requirements of this Rule, it is the responsibility of each Investment Professional to be aware of all transactions in a Security by client accounts managed by his team that took place within the seven days preceding a transaction in that Security for his personal account.

• This Rule is designed to prevent an Investment Professional from engaging in personal investment conduct that appears to be counter to the investment strategy his team is managing on behalf of a PanAgora client.

• Trades by an Investment Professional for his personal account in the “same direction” as the PanAgora client portfolio managed by his team do not present the same danger, so long as any same direction trades do not violate other provisions of the Code or the Policy Statements.

EXCEPTIONS

None.

 
Rule 4: Contra Trading Rule
 
No Investment Professional shall, without prior approval, sell out of her personal account Securities or related derivative Securities held in any PanAgora Client portfolio that is managed by her team.
 
EXCEPTIONS
 
None, unless prior written approval is granted.
 
IMPLEMENTATION
 
A . Individuals Authorized to Give Approval .  Prior to engaging in any such sale, an Investment Professional shall seek approval, in writing, of the proposed sale.  In the case of a portfolio manager or analyst, prior written approval of the proposed sale shall be obtained from a director to whom he reports or, in his absence, another director.  In the case of a director, prior written approval of the proposed sale shall be obtained from the Chief Investment Officer.  In the case of the Chief Investment Officer, prior written approval shall be obtained from the Code of Ethics Officer.  In addition to the foregoing, prior written approval must also be obtained from the Code of Ethics Officer, his designee, or, in the case of the Chief Investment Officer, prior written approval from the Chief Executive Officer.
 
B. Contents of Written Approval .  Written approval similar to the form attached as Appendix C (or such other form as the Code of Ethics Officer shall designate) shall be used.  Such written approval shall be sent by the director approving the transaction to the Code of Ethics Officer, or her designee, for her approval.  Approvals obtained after a transaction has been completed or while it is in process will not satisfy the requirements of this Rule.
 
COMMENT
 
This Rule is designed to prevent an Investment Professional from engaging in personal investment conduct that appears to be counter to the investment strategy that is being managed by her team on behalf of a PanAgora Client.
 
Rule 5: No Personal Benefit
 
No Investment Professional shall cause a PanAgora Client to take action for the Investment Professional’s own personal benefit.
 
EXCEPTIONS
 
None.
 
COMMENTS
 
• An Investment Professional who trades in particular securities for a PanAgora Client account in order to support the price of securities in his personal account, or who “front runs” a PanAgora Client order is in violation of this Rule.  Investment Professionals should be aware that this Rule is not limited to personal transactions in Securities (as that word is defined in Definitions).  Thus, an Investment Professional who front runs a PanAgora Client purchase or sale of obligations of the U.S. government is in violation of this Rule, although U.S. government obligations are excluded from the definition of Security.
 
• This Rule is not limited to instances when an Investment Professional has malicious intent.  It also prohibits conduct that creates an appearance of impropriety.  Investment Professionals who have questions about whether proposed conduct creates an appearance of impropriety should seek a prior written determination from the Code of Ethics Officer, using the procedures described in Section VI.
 

 
 

SECTION III: General Rules for All Employees
 
Rule 1: Compliance with All Laws, Regulations and Policies
 
All Employees must comply with applicable laws and regulations as well as company policies.  This includes tax, anti-trust, political contribution, and international boycott laws.  In addition, no PanAgora Employee may engage in fraudulent conduct of any kind.
 
EXCEPTIONS
 
None.
 
COMMENTS
 
• PanAgora may report to the appropriate legal authorities conduct by PanAgora Employees that violates this Rule.
 
• It should also be noted that the U.S. Foreign Corrupt Practices Act makes it a criminal offense to make a payment or offer of payment to any non-U.S. governmental official, political party, or candidate to induce that person to affect any governmental act or decision, or to assist PanAgora’s obtaining or retaining business.
 
Rule 2: Conflicts of Interest
 
No PanAgora Employee shall conduct herself in a manner, which is contrary to the interests of, or in competition with, PanAgora or a PanAgora Client, or which creates an actual or apparent conflict of interest with a PanAgora Client.
 
EXCEPTIONS
 
None.
 
COMMENTS
 
• This Rule is designed to recognize the fundamental principle that PanAgora Employees owe their chief duty and loyalty to PanAgora and PanAgora Clients.
 
• It is expected that a PanAgora Employee who becomes aware of an investment opportunity that she believes is suitable for a PanAgora Client who she services will present it to the appropriate portfolio manager, prior to taking advantage of the opportunity herself.
 
Rule 3: Gifts and Entertainment Policy
 
No PanAgora Employee shall accept anything of material value from any broker-dealer, financial institution, corporation or other entity, any existing or prospective supplier of goods or services with a business relationship to PanAgora, or any company or other entity whose securities are held in or are being considered as investments for any other PanAgora Client accounts.  Included are gifts, favors, preferential treatment, special arrangements, or access to special events.
 
COMMENTS
 
This Rule is intended to permit the acceptance of only proper types of customary and limited business amenities.
 
A PanAgora Employee may not, under any circumstances, accept anything that could create the appearance of any kind of conflict of interest. For example, acceptance of any consideration is prohibited if it would create the appearance of a reward or inducement for conducting PanAgora business either with the person providing the gift or his employer.
 
IMPLEMENTATION
 
A. Gifts .  An Employee may not accept small gifts with an aggregate value of more than $100 in any year from any one source, i.e., individual, entity or firm.  Any PanAgora Employee who is offered or receives an item exceeding $100 in value is prohibited by this Rule and must report the details to the Code of Ethics Officer and surrender or return the gift.  Any entertainment event provided to an Employee where the host is not in attendance is treated as a gift and is subject to the $100 per year per source limit.
 
B. Entertainment .  PanAgora’s rules are designed to permit reasonable, ordinary business entertainment, but prohibit any events, which may be perceived as extravagant or involving lavish expenditures.
 
1. Occasional lunches, dinners, cocktail parties, or comparable gatherings conducted for business purposes are permitted.
 
For example, occasional attendance at group functions sponsored by sell side firms is permitted where the function relates to investments or other business activity.  Occasional attendance at these functions is not required to be counted against the limits described in paragraph (B)(2) below.
 
2. Other entertainment events, such as, sporting events, theater, movies, concerts, or other forms of entertainment conducted for business purposes , are permitted only under the following conditions:
 
(i)  
The host must be present for the event.
 
(ii)  
The location of the event must be in the metropolitan area in which the office of the Employee is located.
 
(iii)  
Spouses or other Immediate Family Members of the Employee may not attend the entertainment event or any meals before or after the entertainment event, except that the Code of Ethics Officer may on an ad hoc basis permit an Employee’s spouse or other Immediate Family Members to attend, with the Employee, the event or any meals before or after the event, provided that the event is geared to families or couples and the Code of Ethics Officer reports such events to the Code of Ethics Oversight Committee.
 
(iv)  
The value of the entertainment event provided to the Employee may not exceed $250, not including the value of any meals that may be provided to the Employee before or after the event.
 
Acceptance of entertainment events having a market value materially exceeding the face value of the entertainment including, for example, attendance at sporting event playoff games, is prohibited.  This prohibition applies even if the face value of tickets to the events is $200 or less or when the PanAgora Employee offers to pay for the tickets.  If there is any ambiguity about whether to accept an entertainment event in these circumstances, please consult the Code of Ethics Officer.
 
(v)  
The Employee may not accept entertainment events under this provision (B)(2) more than six times a year and not more than two times in any year from any single source.
 
(vi)  
The Code of Ethics Officer may grant exceptions to these rules.  For example, it may be appropriate for an Employee attending a legitimate conference in a location away from the office to attend a business entertainment event in that location.  All exceptions must be approved in advance by written request to the Code of Ethics Officer.
 
3. Any Employee attending any gatherings or entertainment event under (B)(1) or (B)(2) above must disclose a meal or entertainment in the PTA system within 20 business days of the event.  Failure to report will be treated as a violation of the Code.
 
Planned absences, i.e., vacations, leave or business trips are not valid excuses for providing late reports.   Failure to meet the deadline violates the Code’s rules.  Late filers may be subject to monetary fines.
 
4. Meals and entertainment that are part of the regular program at an investment conference (i.e., open to all participants) are not subject to the limits of this section (B)(2) above.  Meals that are part of a meeting and/or a conference do not require reporting.  An Employee is required to disclose a meal outside of a business meeting or conference setting within 20 days in the PTA system.
 
C. Among the items that are prohibited are:
 
1. Any entertainment event attendance, which would reflect badly on PanAgora as a firm of the highest fiduciary and ethical standards.  For example, events involving adult entertainment or gambling must be avoided.
 
2. Entertainment involving travel away from the metropolitan area in which the Employee is located.  If, in the event an exception is granted as contemplated by (B)(2)(vi) above, payment by a third party of the cost of transportation to a location outside the Employee’s metropolitan area, lodging while in another location, and any meals not specifically approved by the Code of Ethics Officer, are prohibited;
 
3. Personal loans to a PanAgora Employee on terms more favorable than those generally available for others with comparable credit standing and collateral; and
 
4. Preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment for the personal account of a PanAgora Employee.
 
D. As with any of the provisions of the Code, a sincere belief by the Employee that he was acting in accordance with the requirements of this Rule will not satisfy his obligations under the Rule.  Therefore, an Employee who is in doubt concerning the propriety of any gift or favor should seek a prior written determination from the Code of Ethics Officer, as provided in number 3 of Section VII.
 
E. No PanAgora Employee may solicit any gift or entertainment from any person, even if the gift or entertainment, if unsolicited, would be permitted.
 
F. The Rule does not prohibit Employees on business travel from using local transportation and arrangements customarily supplied by brokers or similar entities.  For example, it is customary for brokers in developing markets to make local transportation arrangements.  These arrangements are permitted so long as the expense of lodging and air travel are paid by PanAgora.
 
Rule 4: Anti-bribery/Kickback Policy
 
No PanAgora Employee shall pay, offer, or commit to pay any amount of consideration which might be or appear to be a bribe or kickback in connection with PanAgora’s business.
 
EXCEPTIONS
 
None.
 
COMMENT
 
Although the rule does not specifically address political contributions (which are described in Rule 5 below), PanAgora Employees should be aware that it is against corporate policy to use company assets to fund political contributions of any sort, even where such contributions may be legal.  No PanAgora Employee should offer or agree to make any political contributions (including political dinners and similar fundraisers) on behalf of PanAgora, and no Employee will be reimbursed by PanAgora for such contributions made by the Employee personally.
 
Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy
 
A. Corporate Contributions.   Political activities of corporations such as PanAgora are highly regulated, and corporate political contributions are prohibited.  No corporate assets, funds, facilities, or personnel may be used to benefit any candidate, campaign, political party, or political committee, including contributions made in connection with fundraisers.
 
1. If Employees anticipate that any corporate funds or assets (such as corporate facilities or personnel) may be used in connection with any political volunteer activity, they must obtain pre-approval from the Chief Compliance Officer.
 
2. Employees should not seek or approve reimbursement from PanAgora for any political contribution expenses.
 
B. Personal Contributions.   Employees have the right to make personal contributions.  However, if Employees choose to participate in the political process, they must do so as individuals, not as representatives of PanAgora.
 
In certain limited circumstances, individual contributions may raise issues under applicable laws regulating political contributions to public officials, or candidates for official positions, who could be in a position to hire PanAgora.  As a result, the following rule applies to individual contributions by Employees.
 
Prior to making any political contribution, Employees must pre-clear the proposed contribution with the Chief Compliance Officer.
 
The Chief Compliance Officer will consider a number of factors prior to approving a contribution.  These factors are to include:
 
-If PanAgora has a current or proposed business relationship with such public official or whether the public official may influence the awarding or maintaining of a business relationship with PanAgora;
 
-The impact on PanAgora for future business prospects; and
 
-Whether the Employee is entitled to vote for the candidate or elected official (if the contribution is for an individual).
 
C. Government Official.   Employees must obtain pre-approval from the Code of Ethics Officer prior to providing any gift (including meals, entertainment, transportation or lodging) to any government official or employee.
 
D. Lobbying.   Federal and state law imposes limits and registration requirements on efforts by individuals and companies to influence the passage of legislation or to obtain business from governments.  Accordingly, PanAgora employees should not engage in any lobbying activities without approval from PanAgora’s Chief Compliance Officer. Lobbying does not include solicitation of investment management business through the ordinary course of business, such as responding to a Request For Proposals (RFPs).
 
EXCEPTIONS
 
None.
 
COMMENTS
 
This rule prohibits solicitation on personal letterhead by PanAgora Employees except as pre-approved by the Code of Ethics Officer.
 
Rule 6: Confidentiality of PanAgora Business Information
 
No unauthorized disclosure may be made by any Employee or former Employee of any trade secrets or proprietary information of PanAgora or of any confidential information.  No information regarding any PanAgora Client portfolio, actual or proposed securities trading activities of any PanAgora Client, or PanAgora research shall be disclosed outside the PanAgora organization unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures.
 
COMMENT
 
All information about PanAgora and PanAgora Clients is strictly confidential.  PanAgora research information should not be disclosed without proper approval and never for personal gain.
 
Rule 7: Roles with Other Entities
 
No PanAgora Employee shall serve as officer, employee, director, trustee, or general partner of a corporation or entity other than PanAgora, without prior approval of the Code of Ethics Officer.  Requests for a role at a publicly-traded company will be closely reviewed and permission will be granted on an ad-hoc basis.  See also Section IV.
 
IMPLEMENTATION
 
A. Outside Business Affiliations.  All Employees must provide a written request seeking approval from the Code of Ethics Officer if they wish to serve as an employee, officer, director, trustee or general partner of a corporation or entity other than PanAgora.  The details of the outside business affiliation must be disclosed in PTA.  A determination will be sent via email.
 
B. Upon hire, all Employees who also hold an outside position must complete an Outside Business Affiliation Disclosure in PTA.
 
EXCEPTION
 
Charitable or Non-profit Exception .  This Rule shall not prevent any PanAgora Employee from serving as officer, director, or trustee of a charitable or not-for-profit institution, provided that the Employee abides by the Code and the Policy Statements with respect to any investment activity for which she has any discretion or input as officer, director, or trustee. The pre-clearance and reporting requirements of the Code do not apply to the trading activities of such charitable or not-for-profit institutions for which an Employee serves as an officer, director, or trustee unless the Employee is responsible for day-to-day portfolio management of the account.
 
COMMENTS
 
• This Rule is designed to ensure that PanAgora cannot be deemed an affiliate of any issuer of securities by virtue of service by one of its officers or Employees as director or trustee.
 
• Positions with public companies are especially problematic and will normally not be approved.
 
• Certain charitable or not-for-profit institutions have assets (such as endowment funds or employee benefit plans) which require prudent investment.  To the extent that a PanAgora Employee (because of her position as officer, director, or trustee of an outside entity) is charged with responsibility to invest such assets prudently, she may not be able to discharge that duty while simultaneously abiding by the spirit of the Code and the Policy Statements.  Employees are cautioned that they should not accept service as an officer, director, or trustee of an outside charitable or not-for-profit entity where such investment responsibility is involved, without seriously considering their ability to discharge their fiduciary duties with respect to such investments.
 
Rule 8: Role as Trustee or Fiduciary Outside PanAgora
 
No PanAgora Employee shall serve as a trustee, executor, custodian, any other fiduciary, or as an investment advisor or counselor for any account outside PanAgora.
 
EXCEPTIONS
 
A. Charitable or Religious Exception .  This Rule shall not prevent any PanAgora Employee from serving as fiduciary with respect to a religious or charitable trust or foundation, so long as the Employee abides by the spirit of the Code and the Policy Statements with respect to any investment activity over which he has any discretion or input.  The pre-clearance and reporting requirements of the Code do not apply to the trading activities of such a religious or charitable trust or foundation unless the Employee is responsible for day-to-day portfolio management of the account.
 
B. Family Trust or Estate Exception. This Rule shall not prevent any PanAgora Employee from serving as fiduciary with respect to a family trust or estate, so long as the Employee abides by all of the Rules of the Code with respect to any investment activity over which he has any discretion.
 
COMMENT
 
The roles permissible under this Rule may carry with them the obligation to invest assets prudently.  Once again, PanAgora Employees are cautioned that they may not be able to fulfill their duties in that respect while abiding by the Code and the Policy Statements.
 
Rule 9: Investment Clubs
 
No PanAgora Employee may be a member of any investment club.
 
EXCEPTIONS
 
None.
 
COMMENT
 
This Rule guards against the danger that a PanAgora Employee may be in violation of the Code and the Policy Statements by virtue of his Personal Securities Transactions in or through an entity that is not bound by the restrictions imposed by the Code and the Policy Statements.  Please note that this restriction also applies to the spouse of a PanAgora Employee and any other Immediate Family Members of a PanAgora Employee, as their transactions are covered by the Code.
 
Rule 10: Business Negotiations for PanAgora
 
No PanAgora Employee may become involved in a personal capacity in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies (whether or not held by any PanAgora Client), nor negotiate nor accept a fee in connection with these activities without obtaining the prior written permission of the Chief Executive Officer of PanAgora.
 
EXCEPTIONS
 
None.
 
Rule 11: Accurate Records
 
No Employee may create, alter or destroy (or participate in the creation, alteration or destruction of) any record that is intended to mislead anyone or to conceal anything that is, or is reasonably believed to be, improper.  In addition, all Employees responsible for the preparation, filing, or distribution of any regulatory filings or public communications must ensure that such filings or communications are timely, complete, fair, accurate, and understandable.
 
EXCEPTIONS
 
None.
 
COMMENTS
 
• In many cases, this is not only a matter of company policy and ethical behavior but also required by law.  Our books and records must accurately reflect the transactions represented and their true nature.  For example, records must be accurate as to the recipient of all payments; expense items, including personal expense reports, must accurately reflect the true nature of the expense.  No unrecorded fund or asset shall be established or maintained for any reason.
 
• All financial books and records must be prepared and maintained in accordance with Generally Accepted Accounting Principles and PanAgora’s existing recordkeeping and accounting controls, to the extent applicable.
 
Rule 12: Immediate Family Members’ Conflict Policy
 
No Employee or Immediate Family Member of an Employee shall have any direct or indirect personal financial interests in companies that do business with PanAgora, unless such interest is disclosed to and approved by the Code of Ethics Officer.
 
Investment holdings in public companies which are not material to the Employee are excluded from this prohibition.  The Code also provides more detailed supplemental rules to address potential conflicts of interests which may arise if Immediate Family Members of Employees are closely involved in doing business with PanAgora.
 
Corporate purchase of goods and services
 
PanAgora will not acquire goods and services from any firm in which an Immediate Family Member of an Employee serves as the sales representative in a senior management capacity or has an ownership interest in the supplier firm (excluding normal investment holdings in public companies) without permission from the Code of Ethics Officer.  Any Employee who is aware of a proposal to purchase goods and services from a firm at which an Immediate Family Member of the Employee meets one of the previously mentioned conditions must notify the Code of Ethics Officer.
 
Portfolio Trading
 
PanAgora will not allocate any trades for a portfolio to any firm that employs an Immediate Family Member of an Employee as a sales representative to PanAgora (in a primary, secondary or back up role).
 
Rule 13: Non-PanAgora Affiliates
 
With respect to any Non-PanAgora Affiliate, no Employee shall:
 
(a) Directly or indirectly seek to influence the purchase, retention, or disposition of, or exercise of voting consent, approval or similar rights with respect to, any portfolio Security in any account or fund advised by the Non-PanAgora Affiliate and not by PanAgora;
 
(b) Transmit any information regarding the purchase, retention or disposition of, or exercise of voting, consent, approval, or similar rights with respect to, any portfolio Security held in a PanAgora or Non-PanAgora Affiliate client account to any personnel of the Non-PanAgora Affiliate ;
 
(c) Transmit any trade secrets, proprietary information, or confidential information of PanAgora to the Non-PanAgora Affiliate unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures;
 
(d) Use confidential information or trade secrets of the Non-PanAgora Affiliate for the benefit of the Employee, PanAgora, or any other Non-PanAgora Affiliate ; or
 
(e) Breach any duty of loyalty to the Non-PanAgora Affiliate derived from the Employee’s service as a director or officer of the Non-PanAgora Affiliate .
 
COMMENTS
 
• Sections (a) and (b) of the Rule are designed to help ensure that the portfolio holdings of PanAgora Clients and clients of the Non-PanAgora Affiliate need not be aggregated for purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act or applicable regulatory or contractual investment restrictions that incorporate such definition of beneficial ownership.  Persons who serve as directors or officers of both PanAgora and a Non-PanAgora Affiliate should take care to avoid even inadvertent violations of Section (b).  Section (a) does not prohibit a PanAgora Employee who serves as a director or officer of the Non-PanAgora Affiliate from seeking to influence the modification or termination of a particular investment product or strategy in a manner that is not directed at any specific securities.  Sections (a) and (b) do not apply when a PanAgora affiliate serves as an advisor or sub-advisor to the Non-PanAgora Affiliate or one of its products, in which case normal PanAgora aggregation rules apply.
 
• As a separate entity, any Non-PanAgora Affiliate may have trade secrets or confidential information that it would not choose to share with PanAgora.  This choice must be respected.
 
• When PanAgora Employees serve as directors or officers of a Non-PanAgora Affiliate , they are subject to common law duties of loyalty to the Non-PanAgora Affiliate , despite their PanAgora employment.  In general, this means that when performing their duties as Non-PanAgora Affiliate directors or officers, they must act in the best interest of the Non-PanAgora Affiliate and its shareholders.  PanAgora’s Compliance Department will assist any PanAgora Employee who is a director or officer of a Non-PanAgora Affiliate and has questions about the scope of his or her responsibilities to the Non-PanAgora Affiliate .
 
• Entities that are currently Non-PanAgora Affiliate s within the scope of this Rule are: Nissay Asset Management Co., Ltd., L.P., and Putnam.
 
• Putnam and PanAgora also maintain an information barrier between the investment professionals of each organization regarding investment and trading information.
 
Rule 14: Computer and Network Use Policies
 
No Employee shall use computer hardware, software, data, Internet, electronic mail, voice mail, electronic messaging (e-mail or cc: Mail), or telephone communications systems in a manner that is inconsistent with their use as set forth in policy statements governing their use that are adopted from time to time by PanAgora.  No Employee shall introduce a computer virus or computer code that may result in damage to PanAgora’s information or computer systems.
 
COMMENT
 
PanAgora’s policy statements relating to these matters are contained in the Computer and Network Use Policy section of the Employee Handbook.
 
EXCEPTIONS
 
None.
 
Rule 15: CFA Institute Code of Ethics
 
All Employees must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute.  The texts of the CFA Institute Code of Ethics and Standards of Professional Conduct are set forth in Exhibit D.
 
EXCEPTIONS
 
None.
 
Rule 16: Privacy Policy
 
Except as provided below, no Employee may disclose to any outside organization or person any nonpublic personal information about any individual who is a current or former shareholder of any PanAgora retail or institutional fund, or current or former client of PanAgora.  All Employees shall follow the Security procedures as established from time to time by a PanAgora company to protect the confidentiality of all client account information.
 
Except as PanAgora’s Compliance Department may expressly authorize, no Employee shall collect any nonpublic personal information about a prospective or current client of PanAgora or prospective or current client of a PanAgora company, other than through an account application (or corresponding information provided by the client’s financial representative) or in connection with executing client transactions, nor shall any information be collected other than the following: name, address, telephone number, Social Security number, and investment, broker, and transaction information.
 
EXCEPTIONS
 
A. PanAgora Employees .  Nonpublic personal information may be disclosed to PanAgora Employees in connection with processing transactions or maintaining accounts for shareholders of a PanAgora fund and clients of a PanAgora company, to the extent that access to such information is necessary to the performance of that Employee’s job functions.
 
B. Client Consent Exception .  Nonpublic personal information about a client’s account may be provided to a non-PanAgora organization at the specific request of the client or with the client’s prior written consent.
 
C. Broker or Advisor Exception .  Nonpublic personal information about a client’s account may be provided to the client’s broker of record.
 
D. Third-Party Service Provider Exception .  Nonpublic personal information may be disclosed to a service provider that is not affiliated with a PanAgora fund or PanAgora company only when such disclosure is necessary for the service provider to perform the specific services contracted for, and only: (a) if the service provider executes PanAgora’s standard confidentiality agreement; or (b) pursuant to an agreement containing a confidentiality provision that has been approved by the Compliance Department.  Examples of such service providers include proxy solicitors and proxy vote tabulators, mail services, providers of other administrative services, and Information Services Division consultants who have access to nonpublic personal information.
 
COMMENTS
 
• Nonpublic personal information is any information that personally identifies a PanAgora Client and is not derived from publicly available sources.  This privacy policy applies to clients who are individuals, not institutions. However, as a general matter, all information that we receive about a PanAgora Client shall be treated as confidential.  No Employee may sell or otherwise provide client lists or any other information relating to a client to any marketing organization.
 
• All PanAgora Employees with access to client account information must follow PanAgora’s Security procedures designed to safeguard that information from unauthorized use.
 
• Any questions regarding this privacy policy should be directed to PanAgora’s Compliance Department.  A violation of this policy may be subject to the sanctions imposed for violations of the Code.
 
• Employees must report any violation of this policy or any possible breach of the confidentiality of client information (whether intentional or accidental) to the director in charge of the Employee’s business unit.  Directors who are notified of such a violation or possible breach must immediately report it in writing to PanAgora’s Chief Compliance Officer and, in the event of a breach of computerized data, PanAgora’s Director of Technology.
 
Rule 17: Anti-money Laundering Policy
 
No Employee may engage in any money laundering activity or facilitate any money-laundering activity through the use of any PanAgora account or client account.  Any situations giving rise to a suspicion that attempted money laundering may be occurring in any account must be reported immediately to the Director in charge of the Employee’s business unit.  Directors who are notified of such a suspicion of money laundering activity must immediately report it in writing to PanAgora’s Chief Compliance Officer and Chief Financial Officer.
 
Rule 18: Record Retention
 
All Employees must comply with the record retention requirements applicable to the business unit. Employees should check with their managers or the Chief Compliance Officer to determine what record retention requirements apply to their business unit.
 

 
 

SECTION IV: Reporting Requirements for All Employees
 
Reporting of Personal Securities Transactions
 
Rule 1: Broker Confirmations and Statements
 
Each PanAgora Employee shall ensure that copies of all confirmations for securities transactions for his Personal Brokerage Accounts and brokerage account statements are sent to the PanAgora Compliance Department (Code of Ethics Administrator).  (For the purpose of this Rule, Securities shall also include ETFs, futures, Broad-Based Closed-End Funds, ETNs and other derivatives on broad-based market indexes excluded from the pre-clearance requirement.)  Statements and confirmations are required for U.S. mutual funds sub-advised by PanAgora.
 
PanAgora Employees must disclose their Personal Brokerage Accounts in the PTA system and complete all required information which will facilitate the instructions to the broker.
 
EXCEPTION
 
None.
 
IMPLEMENTATION
 
A. PanAgora Employees must instruct their broker-dealers to send duplicate statements and confirmations with respect to their Personal Brokerage Accounts to PanAgora and must follow up with the broker-dealer on a reasonable basis to ensure that the instructions are being followed.  For brokerage accounts, PanAgora Employees should contact the Code of Ethics Administrator to obtain a letter from PanAgora authorizing the setting up of a Personal Brokerage Account.    Note: If an Employee has accurately reported his accounts in the PTA, and informed Compliance of opening any new accounts, the Code of Ethics Administrator or its delegate will manage the duplicate statement and confirmation process with no further action needed from the Employee.
 
B. Statements and confirmations should be submitted to the Code of Ethics Administrator.
 
C. Failure of a broker-dealer to comply with the instructions of a PanAgora Employee to send confirmations shall be a violation by the PanAgora Employee of this Rule.  Similarly, failure by an Employee to report the existence of a Personal Brokerage Account (and, if the account is opened after joining PanAgora, failure to obtain proper authorization to establish the account) shall be a violation of this Rule.
 
D. Statements and confirmations must also be sent for Immediate Family Members of an Employee, including statements received with respect to such Immediate Family Member’s 401(k) plan at another employer.
 
COMMENTS
 
• Transactions for Personal Brokerage Accounts are defined broadly to include more than transactions in accounts under an Employee’s own name.  See Definitions.
 
• Statements and confirmations are required for all Personal Securities Transactions, whether or not exempted or excepted by this Code.
 
• To the extent that a PanAgora Employee has investment authority over securities transactions of a family trust or estate, confirmations of those transactions must also be made, unless the Employee has received a prior written exception from the Code of Ethics Officer.
 
Rule 2: Access Persons – Quarterly Transaction Report
 
Every Access Person shall file a quarterly report, within fifteen calendar days of the end of each quarter, recording all purchases and sales of any securities in the Access Person’s personal securities accounts as defined in the Definitions.  (For the purpose of this Rule, reportable “Securities” also includes ETFs, Broad-Based Closed-End Funds, ETNs, futures, and any option on a Security or securities index, including broad-based market indexes excluded from the pre-clearance requirement and also includes transactions in U.S. mutual funds sub-advised by PanAgora.)
 
EXCEPTIONS
 
None.
 
IMPLEMENTATION
 
All Employees required to file such a report will receive by e-mail a notice to complete the appropriate certifications through PTA.   The report shall contain a representation that employees have complied fully with all provisions of the Code of Ethics.  
 
The date for each transaction required to be disclosed in the quarterly report is the trade date for the transaction, not the settlement date.
 
Planned absences, i.e., vacations, leaves (other than certain medical leaves), or business trips, are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules and sanctions may be imposed.
 
COMMENTS
 
• If the requirement to file a quarterly report applies to you and you fail to report within the required 15-day period, salary increases and bonuses may be reduced in accordance with guidelines stated in the form .  It is the responsibility of the Employee to request an early report if he has knowledge of a planned absence, i.e., vacation or business trip.
 
Reporting of Personal Securities Holdings
 
Rule 3: Access Persons – Initial/Annual Holdings Report
 
Access Persons must disclose all personal securities holdings, including all holdings in Personal Brokerage Accounts, to the Code of Ethics Officer upon commencement of employment within ten calendar days of hire and thereafter on an annual basis.  This requirement is mandated by SEC regulations and is designed to facilitate the monitoring of Personal Securities Transactions.  The Code of Ethics Administrator will provide Access Persons with instructions regarding the submission and certification of these reports in PTA.
 
Rule 4: Certifications
 
All Employees are required to submit a certification in PTA annually attesting to compliance with all of the conditions of the Code.
 
Rule 5: Outside Business Affiliation
 
The details of an outside business affiliation must be disclosed in PTA under Certifications/Disclosures/Outside Business Affiliations (see Section III, Rule 7).
 
Rule 6: Reporting of Irregular Activity
 
If a PanAgora Employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code) might be occurring at PanAgora, the activity should be reported immediately to the managing director in charge of that Employee’s business unit. Managing directors who are notified of any such activity must immediately report it in writing to PanAgora’s PanAgora’s Chief Compliance Officer.
 
An Employee who does not feel comfortable reporting this activity to the relevant Director may instead contact the Chief Compliance Officer, the Ethics hotline at 1-888-475-4210, or Ombudsman.
 
Rule 7: Ombudsman
 
PanAgora has access to a formal Office of the Ombudsman as an additional mechanism for an Employee to report an impropriety or conduct that is not in line with the company’s value system. The Ombudsman is a person who is authorized to receive complaints or questions confidentially about alleged acts, omissions, improprieties, and broader systemic problems within the organization. The Ombudsman is available on an anonymous basis by calling 1-866-ombuds7 (866-662-8377) or by calling 1-617-760-8897.
 

 
 

 

SECTION V: Education Requirements
 
Every PanAgora Employee has an obligation to fully understand the requirements of the Code.  The Rules set forth below are designed to enhance this understanding.
 
Rule 1: Distribution of Code
 
A copy of the Code will be distributed to every PanAgora Employee periodically.  All Access Persons will be required to certify annually that they have read, understood, and will comply with the provisions of the Code, including the Code’s Policy Statement Concerning Insider Trading Prohibitions.
 
Rule 2: Annual Training Requirement
 
Every Employee will annually be required to complete training on the Code.
 

 
 

SECTION VI: Compliance and Appeal Procedures
 
A. Restricted List
 
No Employee may engage in a Personal Securities Transaction without prior clearance.
 
B. Consultation of Restricted List
 
It is the responsibility of each Employee to pre-clear through PTA or consult with the Code of Ethics Administrator prior to engaging in a Personal Securities Transaction, to determine if the Security he proposes to trade is on the Restricted List and, if so, whether it is subject to the Large-/Mid-Cap Exemption.
 
C. Request for Determination
 
An Employee who has a question concerning the applicability of the Code to a particular situation shall request a determination from the Code of Ethics Officer before engaging in the conduct or Personal Securities Transaction about which he has a question.
 
If the question pertains to a Personal Securities Transaction, the request shall state for whose account the transaction is proposed, the relationship of that account to the Employee, the Security proposed to be traded, the proposed price and quantity, the entity with whom the transaction will take place (if known), and any other information or circumstances of the trade that could have a bearing on the Code of Ethics Officer’s determination. If the question pertains to other conduct, the request for determination shall give sufficient information about the proposed conduct to assist the Code of Ethics Officer in ascertaining the applicability of the Code. In every instance, the Code of Ethics Officer may request additional information, and may decline to render a determination if the information provided is insufficient.
 
The Code of Ethics Officer shall make every effort to render a determination promptly.
 
No perceived ambiguity in the Code shall excuse any violation.  Any person who believes the Code to be ambiguous in a particular situation shall request a determination from the Code of Ethics Officer.
 
D. Request for Ad Hoc Exemption
 
Any Employee who wishes to obtain an ad hoc exemption under Section I.D., Rule 2, shall request from the Code of Ethics Officer an exemption in writing in advance of the conduct or transaction sought to be exempted. In the case of a Personal Securities Transaction, the request for an ad hoc exemption shall give the same information about the transaction required in a request for determination under number 3 of this section, and shall state why the proposed Personal Securities Transaction would be unlikely to affect a highly institutional market, or is unrelated economically to securities to be purchased, sold, or held by any PanAgora Client. In the case of other conduct, the request shall give information sufficient for the Code of Ethics Officer to ascertain whether the conduct raises questions of propriety or conflict of interest (real or apparent).
 
The Code of Ethics Officer shall make reasonable efforts to promptly render a written determination concerning the request for an ad hoc exemption.
 
E. Appeal to Code of Ethics Officer with Respect to Restricted List
 
If an Employee ascertains that a Security that he wishes to trade for his personal account appears on the Restricted List, and thus the transaction is prohibited, he may appeal the prohibition to the Code of Ethics Officer by submitting a written memorandum containing the same information as would be required in a request for a determination. The Code of Ethics Officer shall make every effort to respond to the appeal promptly.
 
F. Information Concerning Identity of Compliance Personnel
 
The names of Code personnel are available by contacting the Compliance Department and will be published on PAMZone.
 

 
 

Section VII: Sanctions
 
Sanctions Guidelines
 
The Code of Ethics Oversight Committee is responsible for setting sanctions policies for violating the Code.  The Committee has adopted the following minimum monetary sanctions for violations of the Code.  These sanctions apply even if the exception results from inadvertence rather than intentional misbehavior.  The Code of Ethics Officer is authorized to impose the minimum sanction on Employees without further Committee action.  However, the sanctions noted below are only minimums and the Committee reserves the right to impose additional sanctions such as higher monetary sanctions, trading bans, suspension or termination of employment as it determines to be appropriate.
 
A. The minimum sanction for a violation of the following Rules is disgorgement of any profits or payment of avoided losses and the following payments:
 
Section IA, Rule 1 (Pre-clearance and Restricted List)
Section IB, Rule 1 (Short-selling)
Section IB, Rule 2 (IPOs)
Section IB, Rule 3 (Private Placements)
Section IB, Rule 4 (Trading with Inside Information)
Section II, Rule 2 (7-Day Rule)
Section II, Rule 3 (Blackout Rule)
Section II, Rule 4, (Contra Trading Rule)
Section II, Rule 5 (Trading for personal benefit)

 
Director/Officer
Investment Professional
Non-Investment Professional
1st violation
$500
$250
$50
2nd
$1,000
$500
$100
3rd
Minimum monetary sanction as above with ban on all new personal individual investments

B. The minimum sanction for violations of all other rules in the Code is as follows:

 
Director/Officer
Investment Professional
Non-Investment Professional
1st violation
$100
$50
$25
2nd
$200
$100
$50
3rd
Minimum monetary sanction as above with ban on all new personal individual investments

The reference period for determining whether a violation is initial or subsequent will be five years.
 
NOTE
 
These are the sanction guidelines for successive failures to pre-clear personal trades within a two-year period.  The Code of Ethics Oversight Committee retains the right to increase or decrease the sanction for a particular violation in light of the circumstances.  The Committee’s belief that an Employee has violated the Code intentionally may result in more severe sanctions than outlined in the guidelines above.  The sanctions described in paragraph B apply to Restricted List securities that are stocks not entitled to the Large-/Mid-Cap Exemption.
 

 
 

APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions

PREAMBLE

PanAgora has always forbidden trading on material nonpublic information (inside information) by its Employees. Tough federal laws make it important for PanAgora to state that prohibition in the strongest possible terms, and to establish, maintain, and enforce written policies and procedures to prevent the misuse of material nonpublic information.

Unlawful trading while in possession of inside information can be a crime. Federal law provides that an individual convicted of trading on inside information may go to jail for a period of time. There is also significant monetary liability for an inside trader; the SEC can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In addition private plaintiffs can seek recovery for harm suffered by them. The inside trader is not the only one subject to liability. In certain cases, controlling persons of inside traders (including supervisors of inside traders or PanAgora itself) can be liable for large penalties.

Section I of this Policy Statement contains rules concerning inside information. Section II contains a discussion of what constitutes unlawful insider trading.

Neither material nonpublic information nor unlawful insider trading is easy to define. Section II of this Policy Statement gives a general overview of the law in this area. However, the legal issues are complex and must be resolved by the Code of Ethics Officer.  If an Employee has any doubt as to whether she has received material nonpublic information, she must consult with the Code of Ethics Officer prior to using that information in connection with the Purchase or Sale of a Security for his own account or the account of any PanAgora Client, or communicating the information to others. A simple rule of thumb is if you think the information is not available to the public at large, do not disclose it to others and do not trade securities to which the inside information relates.
 
An Employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer.   If an Employee has failed to consult the Code of Ethics Officer, PanAgora will not excuse Employee misuse of inside information on the ground that the Employee claims to have been confused about this Policy Statement or the nature of the information in his possession.

If PanAgora determines, in its sole discretion, that an Employee has failed to abide by this Policy Statement, or has engaged in conduct that raises a significant question concerning insider trading, he will be subject to disciplinary action, including termination of employment.

There are no exceptions to this policy statement and no one is exempt .

 
 

APPENDIX A
DEFINITIONS: Insider Trading

Gender references in Appendix A alternate.

Code of Ethics Administrator

The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, non-discretionary administration of this Policy Statement.

Code of Ethics Officer

The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Policy Statement. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of PanAgora. If he or she is unavailable, the Deputy Code of Ethics Officer (to be appointed by the Code of Ethics Officer) shall act in his or her stead.  The Code of Ethics Officer is Louis Iglesias.  The Deputy Code of Ethics Officer is Stephanie Ackerman.

Immediate Family Members

Spouse, domestic partner, minor children or other relatives living in the same household as the PanAgora Employee.

Purchase or Sale of a Security

Any acquisition or transfer of any interest in the Security for direct or indirect consideration, including the writing of an option.

PanAgora

Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.

PanAgora Client

Any of the PanAgora Clients.

PanAgora Employee (or Employee)

Any employee of PanAgora.

Security

Anything defined as a Security under federal law.  The term includes any type of equity or debt Security, any interest in a business trust or partnership, and any rights relating to a Security, such as put and call options, warrants, convertible securities, and securities indexes. (Note: The definition of Security in this Policy Statement varies significantly from that in the Code of Ethics. For example, the definition in this Policy Statement specifically includes all securities of any type.)

Transaction for a Personal Account (or Personal Securities Transaction)

Securities transactions: (a) for the Personal Account of any Employee (including her retirement account(s)); (b) for the account of an Immediate Family Member of any Employee; (c) for the account of a partnership in which a PanAgora Employee or Immediate Family Member of the Employee is a partner with investment discretion; (d) for the account of a trust in which a PanAgora Employee or Immediate Family Member of the Employee is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora Employee or Immediate Family Member of the Employee holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora Client account that receives investment advice of any sort from the Employee or Immediate Family Member of the Employee, or as to which the Employee or Immediate Family Member of the Employee has investment discretion.

 
 

APPENDIX A
SECTION I: Rules Concerning Inside Information

Rule 1: Inside Information

No PanAgora Employee shall purchase or sell any Security listed on the Inside Information List (the Red List) either for his personal account or for a PanAgora Client.

IMPLEMENTATION

When an employee seeks clearance in the PTA system for a Personal Securities Transaction, the Code of Ethics Administrator will deny approval for any security on the Red List.

COMMENT

This Rule is designed to prohibit any employee from trading a Security while PanAgora may have inside information concerning that Security or the issuer. Every trade, whether for a personal account or for a PanAgora Client, is subject to this Rule.

Rule 2: Material, Non-Public Information

No PanAgora Employee shall purchase or sell any Security, either for a personal account or for the account of a PanAgora Client, while in possession of material, nonpublic information concerning that Security or the issuer.

IMPLEMENTATION

In order to determine whether a PanAgora Employee is in possession of material, nonpublic information, the PanAgora Employee should follow the reporting steps prescribed in Rule 3.

COMMENTS

• Rule 1 concerns the conduct of an employee when PanAgora possesses material nonpublic information. Rule 2 concerns the conduct of an employee who herself possesses material, nonpublic information about a Security that is not yet on the Red List.

• If an employee has any question as to whether information she possesses is material and/or nonpublic information, she must contact the Code of Ethics Officer in accordance with Rule 3 prior to purchasing or selling any Security related to the information or communicating the information to others. The Code of Ethics Officer shall have the sole authority to determine what constitutes material, nonpublic information for the purposes of this Policy Statement.

Rule 3: Reporting of Material, Non-Public Information

Any PanAgora Employee who believes he is aware of or has received material, nonpublic information concerning a Security or the issuer shall immediately report the information to the Code of Ethics Officer, the Deputy Code of Ethics Officer or, in their absence, Chief Operating Officer and to no one else. After reporting the information, the PanAgora Employee shall comply strictly with Rule 2 by not trading in the Security without the prior written approval of the Code of Ethics Officer and shall: (a) take precautions to ensure the continued confidentiality of the information; and (b) refrain from communicating the information in question to any person.

IMPLEMENTATION

A. In order to make any use of potential material, nonpublic information, including purchasing or selling a Security or communicating the information to others, an employee must communicate that information to the Code of Ethics Officer in a way designed to prevent the spread of such information. Once the employee has reported potential material, nonpublic information to the Code of Ethics Officer, the Code of Ethics Officer will evaluate whether information constitutes material, nonpublic information, and whether a duty exists that makes use of such information improper. If the Code of Ethics Officer determines that (a) the information is not material or is public, and (b) the use of the information is proper, he will issue a written approval to the employee specifically authorizing trading while in possession of the information, if the employee so requests. If the Code of Ethics Officer determines (a) that the information may be nonpublic and material, and (b) that use of such information may be improper, he will place the Security that is the subject of such information on the Red List.

B. An employee who reports potential inside information to the Code of Ethics Officer should expect that the Code of Ethics Officer will need significant information (and time to gather such information) to make the evaluation described in the foregoing paragraph, including information about (a) the manner in which the employee acquired the information, and (b) the identity of individuals to whom the employee has revealed the information, or who have otherwise learned the information. In appropriate situations, the Code of Ethics Officer will normally place the affected Security or securities on the Red List pending the completion of his evaluation.

C. If an employee possesses documents, disks, or other materials containing the potential inside information, an employee must take precautions to ensure the confidentiality of the information in question. Those precautions include (a) putting documents containing such information out of the view of a casual observer, and (b) securing files containing such documents or ensuring that computer files reflecting such information are secure from
viewing by others.

D. The PTA system will automatically reject requests to pre-clear a purchase or sale of securities of any of the following Putnam affiliates: Great-West Lifeco Inc., Power Financial Corporation, Power Corporation of Canada, and IGM Financial Inc. Any employee wishing to place a trade in one of these companies’ securities must contact the Code of Ethics Officer or the Deputy Code of Ethics Officer to request manual approval of the pre-clearance request. An employee requesting such approval must certify that he or she is not in possession of any material non-public information regarding the company in which he or she is seeking to place a trade. The decision whether or not to grant the pre-clearance request is in the sole discretion of the Code of Ethics Officer and the Deputy Code of Ethics Officer. The Code of Ethics Officer and Deputy Code of Ethics Officer will reject any such request for pre-clearance made by members of Putnam’s Executive Board and certain members of the Chief Financial Officer’s staff from the end of each calendar quarter to the date of announcement of Great-West Lifeco Inc.’s earnings for such quarter.

 
 

APPENDIX A
SECTION II: Overview of Insider Trading

Introduction

This section of the Policy Statement provides guidelines for employees as to what may constitute inside information. It is possible that in the course of her employment, an employee may receive inside information. No employee should misuse that information, either by trading for her own account or by communicating the information to others.

What constitutes unlawful insider trading?

The basic definition of unlawful insider trading is trading on material, nonpublic information (also called inside information) by an individual who has a duty not to take advantage of the information. The following sections help explain the definition.

What is material information?

Trading on inside information is not a basis for liability unless the information is material. Information is material if a reasonable person would attach importance to the information in determining his course of action with respect to a Security. Information that is reasonably likely to affect the price of a company’s securities is material, but effect on price is not the sole criterion for determining materiality. Information that employees should consider material includes but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, reorganization, recapitalization, asset sales, plans to commence a tender offer, merger or acquisition proposals or agreements, major litigation, liquidity problems, significant contracts, and
extraordinary management developments.

Material information does not have to relate to a company’s business. For example, a court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a Security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal ’s “Heard on the
Street” column and whether those reports would be favorable or not.

What is nonpublic information?

Information is nonpublic until it has been effectively communicated to, and sufficient opportunity has existed for it to be absorbed by, the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal , or other publications of general circulation would be considered public.


Who has a duty not to “take advantage” of inside information?

Unlawful insider trading occurs only if there is a duty not to take advantage of material nonpublic information. When there is no such duty, it is permissible to trade while in possession of such information. Questions as to whether a duty exists are complex, fact-specific, and must be answered by a lawyer.  If you have any doubt, err on the side of caution.

Insiders and Temporary Insiders

Corporate insiders have a duty not to take advantage of inside information. The concept of insider is broad. It includes officers, directors, and employees of a corporation. In addition, a person can be a temporary insider if she enters into a special confidential relationship with a corporation and as a result is given access to information concerning the corporation’s affairs. A temporary insider can include, among others, accounting firms, consulting firms, law firms, banks, and the employees of such organizations. PanAgora would generally be a temporary insider of a corporation it advises or for which it performs other services, because typically PanAgora Clients expect PanAgora to keep any information disclosed to it confidential.

EXAMPLE

An investment advisor to the pension fund of a large publicly-traded corporation, Acme, Inc., learns from an Acme employee that Acme will not be making the minimum required annual contribution to the pension fund because of a serious downturn in Acme’s financial situation. The information conveyed is material and nonpublic.

COMMENT

Neither the investment advisor or its employees, nor its clients can trade on the basis of that information, because the investment advisor and its employees could be considered “temporary insiders” of Acme.

Misappropriators

Certain people who are not insiders (or temporary insiders) also have a duty not to deceptively take advantage of inside information. Included in this category is an individual who misappropriates (or takes for his own use) material, nonpublic information in violation of a duty owed either to the corporation that is the subject of inside information or some other entity. Such a misappropriator can be held liable if he trades while in possession of that material, nonpublic information.

EXAMPLE

The Chief Investment Officer of Acme, Inc., is aware of Acme’s plans to engage in a hostile takeover of Profit, Inc. The proposed hostile takeover is material and nonpublic.

COMMENT

The Chief Investment Officer of Acme cannot trade in Profit, Inc.’s stock for his own account. Even though he owes no duty to Profit, Inc., or its shareholders, he owes a duty to Acme not to take advantage of the information about the proposed hostile takeover by using it for his personal benefit.

Tippers and Tippees

A person (the tippee) who receives material, nonpublic information from an insider or misappropriator (the tipper) has a duty not to trade while in possession of that information if he knew or should have known that the information was provided by the tipper for an improper purpose and in breach of a duty owed by the tipper. In this context, it is an improper purpose for a person to provide such information for personal benefit, such as money, affection, or friendship.

EXAMPLE

The Chief Executive Officer of Acme, Inc., tells his daughter that negotiations concerning a previously announced acquisition of Acme have been terminated. This news is material and, at the time the father tells his daughter, nonpublic. The daughter sells her shares of Acme.

COMMENT

The father is a tipper because he has a duty to Acme and its shareholders not to take advantage of the information concerning the breakdown of negotiations, and he has conveyed the information for an improper purpose (here, out of love and affection for his daughter). The daughter is a tippee and is liable for trading on inside information because she knew or should have known that her father was conveying the information to her for his personal benefit, and that her father had a duty not to take advantage of Acme information.

A person can be a tippee even if he did not learn the information directly from the tipper, but learned it from a previous tippee.

EXAMPLE

An employee of a law firm which works on mergers and acquisitions learns at work about impending acquisitions. She tells her friend and her friend’s stockbroker about the upcoming acquisitions on a regular basis. The stockbroker tells the brother of a client on a regular basis, who in turn tells two friends, A and B. A and B buy shares of the companies being acquired before public announcement of the acquisition, and regularly profit from such purchases. A and B do not know the employee of the law firm. They do not, however, ask about the source of the information.

COMMENT

A and B, although they have never heard of the tipper, are tippees because they did not ask about the source of the information, even though they were experienced investors, and were aware that the “tips” they received from this particular source were always right.

Who can be liable for insider trading?

The categories of individuals discussed above (insiders, temporary insiders, misappropriators, or tippees) can be liable if they trade while in possession of material nonpublic information.

In addition, individuals other than those who actually trade on inside information can be liable for trades of others. A tipper can be liable if (a) he provided the information in exchange for a personal benefit in breach of a duty, and (b) the recipient of the information (the tippee) traded while in possession of the information.

Most importantly, a controlling person can be liable if the controlling person knew or recklessly disregarded the fact that the controlled person was likely to engage in misuse of inside information and failed to take appropriate steps to prevent it. PanAgora is a controlling person of its employees. In addition, certain supervisors may be controlling persons of those employees they supervise.

EXAMPLE

A supervisor of an analyst learns that the analyst has, over a long period of time, secretly received material inside information from Acme, Inc.’s Chief Investment Officer. The supervisor learns that the analyst has engaged in a number of trades for his personal account on the basis of the inside information. The supervisor takes no action.

COMMENT

Even if he is not liable to a private plaintiff, the supervisor can be liable to the SEC for a civil penalty of up to three times the amount of the analyst’s profit. (Penalties are discussed in the following section.)

Penalties for insider trading

Penalties for misuse of inside information are severe, both for individuals involved in such unlawful conduct and their employers.  A person who violates the insider trading laws can be subject to some or all of the types of penalties below, even if he does not personally benefit from the violation.  Penalties include:

• Jail sentences, criminal monetary penalties.

• Injunctions permanently preventing an individual from working in the securities industry.

• Injunctions ordering an individual to pay over profits obtained from unlawful insider trading.

• Civil penalties substantially greater than the profit gained or loss avoided by the trader, even if the individual paying the penalty did not trade or did not benefit personally.

• Civil penalties for the employer or other controlling person.

• Damages in the amount of actual losses suffered by other participants in the market for the Security at issue.

Regardless of whether penalties or money damages are sought by others, PanAgora will take whatever action it deems appropriate (including dismissal) if PanAgora determines, in its sole discretion, that an employee appears to have committed any violation of this Policy Statement, or to have engaged in any conduct which raises significant questions about whether an insider trading violation has occurred.


 
 

APPENDIX B: Policy Statement Regarding Employee Trades in Shares of PanAgora Closed-End Funds

[Note: PanAgora does not currently manage any Closed-End Funds.]

Pre-clearance for all employees

Any purchase or sale of PanAgora Closed-End Fund shares by a PanAgora Employee must be pre-cleared by the Code of Ethics Officer or, in his absence, the Deputy Code of Ethics Officer.  A list of the Closed-End Funds can be obtained from the Code of Ethics Administrator.  The automated pre-clearance system is not available for PanAgora Closed-End Fund clearance.   Trading in shares of Closed-End Funds is subject to all the rules of the Code.  Contact the Code of Ethics Administrator with these pre-clearance requests.

Special Rules Applicable to Managing Directors of PanAgora Asset
Management, Inc. and officers of the PanAgora Funds.

Please be aware that any employee who is a director of PanAgora and officers of PanAgora will not receive clearance to engage in any combination of purchase and sale or sale and purchase of the shares of a given Closed-End Fund within six months of each other.  Therefore, purchases should be made only if you intend to hold the shares more than six months; no sales of fund shares should be made if you intend to purchase additional shares of that same fund within six months.

You are also required to file certain forms with the SEC in connection with purchases and sales of PanAgora Closed-End Funds. Please contact the Code of Ethics Officer Administrator for further information.

Reporting by all employees

As with any Purchase or Sale of a Security, duplicate confirmations of all such purchases and sales must be forwarded to the Code of Ethics Officer by the broker-dealer utilized by an employee.   If you are required to file a quarterly report of all Personal Securities Transactions, this report should include all purchases and sales of Closed-End Fund shares .

Certain forms are also required to be filed with the SEC in connection with purchases and sales of PanAgora Closed-End Funds.  You will be notified by the Code of Ethics Administrator if this applies to you.  Please contact the Code of Ethics Officer or Deputy Code of Ethics Officer if there are any questions regarding these matters.


 
 
 

APPENDIX C: Contra-Trading Rule Sample Clearance Form

To: Code of Ethics Officer

From: __________________________________________________________________

Date: ___________________________________________________________________

Re: Personal Securities Transaction of ________________________________________


This serves as prior written approval of the Personal Securities Transaction described below:



Name of Investment Professional contemplating personal trade: ____________________

Security to be traded: ______________________________________________________

Fund(s) holding securities: __________________________________________________





Director approval: ________________________________ Date:___________________

Compliance approval: ________________________ Date: ___________________


 
 

APPENDIX D: CFA Institute Code of Ethics and Standards of Professional Conduct

Preamble

The CFA Institute Code of Ethics and Standards of Professional Conduct (Code and Standards) are fundamental to the values of CFA Institute and essential to achieving its mission to lead the investment profession globally by setting high standards of education, integrity, and professional excellence. High ethical standards are critical to maintaining the public’s trust in financial markets and in the investment profession. Since their creation in the 1960s, the Code and Standards have promoted the integrity of CFA Institute members and served as a model for measuring the ethics of investment professionals globally, regardless of job function, cultural differences, or local laws and regulations. All CFA Institute members (including holders of the Chartered Financial Analyst® (CFA®) designation) and CFA candidates must abide by the Code and Standards and are encouraged to notify their employer of this responsibility. Violations may result in disciplinary sanctions by CFA Institute. Sanctions can include revocation of membership, candidacy in the CFA Program, and the right to use the CFA designation.

The Code of Ethics

Members of CFA Institute (including Chartered Financial Analyst® [CFA®] charterholders) and candidates for the CFA designation (“Members and Candidates”) must:

• Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

• Place the integrity of the investment profession and the interests of clients above their own personal interests.

• Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.

• Practice and encourage others to practice in a professional and ethical manner that will reflect credit on ourselves and the profession.

• Promote the integrity of, and uphold the rules governing, capital markets.

• Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.


Standards of Professional Conduct

I.  PROFESSIONALISM

A. Knowledge of the Law. Members and Candidates must understand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, Members and Candidates must comply with the more strict law, rule, or regulation. Members and Candidates must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations.
B. Independence and Objectivity. Members and Candidates must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members and Candidates must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.
C. Misrepresentation. Members and Candidates must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.
D. Misconduct. Members and Candidates must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.

II.  INTEGRITY OF CAPITAL MARKETS

A. Material Nonpublic Information. Members and Candidates who possess material nonpublic information that could affect the value of an investment must not act or cause others to act on the information.
B. Market Manipulation. Members and Candidates must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.

III. DUTIES TO CLIENTS

A. Loyalty, Prudence, and Care. Members and Candidates have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. Members and Candidates must act for the benefit of their clients and place their clients’ interests
before their employer’s or their own interests. In relationships with clients, Members and Candidates must determine applicable fiduciary duty and must comply with such duty to persons and interests to whom it is owed.
B. Fair Dealing. Members and Candidates must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.
C. Suitability.
1. When Members and Candidates are in an advisory relationship with a client, they must:
a. Make a reasonable inquiry into a client’s or prospective clients’ investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action and must reassess and update this information regularly.
b. Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.
c. Judge the suitability of investments in the context of the client’s total portfolio.
2. When Members and Candidates are responsible for managing a portfolio to a specific mandate, strategy, or style, they must only make investment recommendations or take investment actions that are consistent with the stated objectives and constraints of the portfolio.
D. Performance Presentation. When communicating investment performance information, Members or Candidates must make reasonable efforts to ensure that it is fair, accurate, and complete.
E. Preservation of Confidentiality. Members and Candidates must keep information about current, former, and prospective clients confidential unless:
1. The information concerns illegal activities on the part of the client or prospective client.
2. Disclosure is required by law.
3. The client or prospective client permits disclosure of the information.

IV. DUTIES TO EMPLOYERS

A. Loyalty. In matters related to their employment, Members and Candidates must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer.
B. Additional Compensation Arrangements. Members and Candidates must not accept gifts, benefits, compensation, or consideration that competes with, or might reasonably be expected to create a conflict of interest with, their employer’s interest unless they obtain written consent from all parties involved.
C. Responsibilities of Supervisors. Members and Candidates must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the Code and Standards by anyone subject to their supervision or authority.

V. INVESTMENT ANALYSIS, RECOMMENDATIONS, AND ACTION

A. Diligence and Reasonable Basis. Members and Candidates must:
1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.
2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action.
B. Communication with Clients and Prospective Clients.
Members and Candidates must:
1. Disclose to clients and prospective clients the basic format and general principles of the investment processes used to analyze investments, select securities, and construct portfolios and must promptly disclose any changes that might materially affect those processes.
2. Use reasonable judgment in identifying which factors are important to their investment analyses, recommendations, or actions and include those factors in communications with clients and prospective clients.
3. Distinguish between fact and opinion in the presentation of investment analysis and recommendations.
C. Record Retention. Members and Candidates must develop and maintain appropriate records to support their investment analysis, recommendations, actions, and other investment-related communications with clients and prospective clients.

VI. CONFLICTS OF INTEREST

A. Disclosure of Conflicts. Members and Candidates must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and
employer. Members and Candidates must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.
B. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.
C. Referral Fees. Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from, or paid to, others for the recommendation of products or services.

VII. RESPONSIBILITIES AS A CFA INSTITUTE MEMBER OR CFA CANDIDATE

A. Conduct as Members and Candidates in the CFA Program. Members and Candidates must not engage in any conduct that compromises the reputation or integrity of CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations.
B. Reference to CFA Institute, the CFA designation, and the CFA Program. When referring to CFA Institute, CFA Institute membership, the CFA designation, or candidacy in the CFA Program, Members and Candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA Program.





 
 

AMENDMENT #1
to the

AMENDED AND RESTATED
TRANSFER AGENT AND SERVICE AGREEMENT
between
QUANTITATIVE GROUP OF FUNDS
and
QUANTITATIVE INVESTMENT ADVISORS, INC.


Amendment dated January 27, 2011 to the Transfer Agent and Service Agreement between Quantitative Group of Funds and Quantitative Investment Advisors, Inc. (d/b/a Quantitative Advisors) made as of the 1st day of May, 2008, as amended on October 22, 2008.


1.         Exhibit A is replaced in its entirety with the Schedule below.

EXHIBIT A

Quant Small Cap Fund
Quant Quality Fund
Quant Emerging Markets Fund
Quant Foreign Value Fund
Quant Foreign Value Small Cap Fund



IN WITNESS WHEREOF, Quantitative Group of Funds and Quantitative Investment Advisors, Inc. (d/b/a Quantitative Advisors) have each caused this instrument to be signed in duplicate in its behalf by its President or a Vice President, duly authorized on this 27th day of January, 2011.



QUANTITATIVE GROUP OF FUNDS


By: /s/ Willard L. Umphrey
Willard L. Umphrey
President


QUANTITATIVE INVESTMENT ADVISORS, INC.

By: /s/ Willard L. Umphrey
            Willard L. Umphrey
President




 
 


 
 

AMENDMENT #2
to the

AMENDED AND RESTATED
TRANSFER AGENT AND SERVICE AGREEMENT
between
PEAR TREE FUNDS, f/k/a QUANTITATIVE GROUP OF FUNDS
and
PEAR TREE ADVISORS, INC., f/k/a QUANTITATIVE INVESTMENT ADVISORS, INC.


Amendment dated August 1, 2011 to the Transfer Agent and Service Agreement between Pear Tree Funds and Pear Tree Advisors, Inc. made as of the 1st day of May, 2008, as amended on October 22, 2008.


1.         Exhibit A is replaced in its entirety with the Schedule below.

EXHIBIT A

Pear Tree Columbia Small Cap Fund
Pear Tree Columbia Micro Cap Fund
Pear Tree Quality Fund
Pear Tree Emerging Markets Fund
Pear Tree Polaris Foreign Value Fund
Pear Tree Polaris Foreign Value Small Cap Fund



IN WITNESS WHEREOF, Pear Tree Funds and Pear Tree Advisors, Inc. have each caused this instrument to be signed in duplicate in its behalf by its President or a Vice President, duly authorized on this 1 st day of August, 2011.



PEAR TREE FUNDS


By: /s/ Willard L. Umphrey
Willard L. Umphrey
President

PEAR TREE ADVISORS, INC.

By: /s/ Willard L. Umphrey
            Willard L. Umphrey
President