As filed with the U.S. Securities and Exchange Commission on November 15, 2019
Securities Act File No. 333-102055
Investment Company Act File No. 811-03790
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. 71
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 73
PEAR TREE FUNDS
(Exact Name of Registrant as Specified in its Charter)
55 Old Bedford Road
Lincoln, Massachusetts 01773
(Address of Principal Executive Offices and Zip Code)
(781) 259-1144
(Registrant’s Telephone Number, including Area Code)
Willard L. Umphrey
President
PEAR TREE ADVISORS, INC.
55 Old Bedford Road
Lincoln, Massachusetts 01773
(Name and Address of Agent for Service)
Copy to:
John Hunt, Esq.
SULLIVAN & WORCESTER LLP
One Post Office Square
Boston, Massachusetts 02109
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
x | immediately upon filing pursuant to paragraph (b) | |
¨ | on (date) pursuant to paragraph (b) | |
¨ | 60 days after filing pursuant to paragraph (a)(1) | |
¨ | on (date) pursuant to paragraph (a)(1) | |
¨ | 75 days after filing pursuant to paragraph (a)(2) | |
¨ | on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
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Ordinary Shares
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| |
Institutional Shares
|
| |
R6 Shares
|
| |||||||||
U.S. EQUITY FUNDS | | ||||||||||||||||||
Pear Tree Polaris Small Cap Fund
|
| | | | USBNX | | | | | | QBNAX | | | | | | QBNRX | | |
Pear Tree Quality Fund
|
| | | | USBOX | | | | | | QGIAX | | | | | | QGIRX | | |
INTERNATIONAL EQUITY FUNDS | | ||||||||||||||||||
Pear Tree Axiom Emerging Markets World Equity Fund*
|
| | | | QFFOX | | | | | | QEMAX | | | | | | QFFRX | | |
Pear Tree Polaris Foreign Value Fund
|
| | | | QFVOX | | | | | | QFVIX | | | | | | QFVRX | | |
Pear Tree Polaris Foreign Value Small Cap Fund
|
| | | | QUSOX | | | | | | QUSIX | | | | | | QUSRX | | |
Pear Tree Polaris International Opportunities Fund**
|
| | | | QISOX | | | | | | QISIX | | | | | | QISRX | | |
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Page
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| | | | | 848 | | | |
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| | | | | 060 | | | |
| | | | | 61 | | | |
| | | | | 63 | | | |
| | | | | 74 | | |
| | |
Ordinary Shares
|
| |
Institutional Shares
|
| |
R6 Shares
|
| |||||||||
Management Fees | | | | | 0.80% | | | | | | 0.80% | | | | | | 0.80% | | |
Distribution (12b-1) Fees | | | | | 0.25% | | | | | | None | | | | | | None | | |
Other Expenses | | | | | 0.29% | | | | | | 0.28% | | | | | | 0.13% | | |
Acquired Fund Fees and Expenses | | | | | 0.22% | | | | | | 0.22% | | | | | | 0.22% | | |
Total Annual Fund Operating Expenses
|
| | |
|
1.56
%
|
| | | |
|
1.30
%
|
| | | | | 1.15% | | |
Fee Waiver and/or Expense Reimbursement (1) | | | | | N/A | | | | | | 0.12% | | | | | | N/A | | |
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement (1)
|
| | |
|
N/A
|
| | | |
|
1.18%
|
| | | |
|
N/A
|
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| | |
1 year
|
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3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Ordinary Shares | | | | $ | 159 | | | | | $ | 493 | | | | | $ | 850 | | | | | $ | 1,856 | | |
Institutional Shares | | | | $ | 120 | | | | | $ | 400 | | | | | $ | 701 | | | | | $ | 1,557 | | |
R6 Shares | | | | $ | 117 | | | | | $ | 365 | | | | | $ | 633 | | | | | $ | 1,398 | | |
| Best Quarter: | | |
Q3 2009
|
| | | | 17.75% | | |
| Worst Quarter: | | |
Q3 2011
|
| | | | (18.94)% | | |
| | |
1 Year
|
| |
5 Years
|
| |
10 Years
|
| |||||||||
Ordinary Shares Before Tax
|
| | | | (10.88)% | | | | | | 1.03% | | | | | | 10.46% | | |
After Tax on Distributions
|
| | | | (12.51)% | | | | | | (0.54)% | | | | | | 9.57% | | |
After Tax on Distributions, with Sale
|
| | | | (5.26)% | | | | | | 0.70% | | | | | | 8.62% | | |
Institutional Shares Before Tax
|
| | | | (10.52)% | | | | | | 1.33% | | | | | | 10.76% | | |
R6 Shares Before Tax
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
Russell 2000® Index (reflects no deductions for fees, expenses or taxes) | | | | | (11.01)% | | | | | | 4.41% | | | | | | 11.97% | | |
Investment Team
|
| |
Position at Polaris
|
| |
Manager of the Fund Since
|
| |||
Bernard R. Horn, Jr. | | | President and Chief Investment Officer | | | | | 2015 | | |
Sumanta Biswas, CFA | | | Vice President and Assistant Portfolio Manager | | | | | 2015 | | |
Bin Xiao, CFA | | | Assistant Portfolio Manager | | | | | 2015 | | |
Jason M. Crawshaw | | | Assistant Portfolio Manager | | | | | 2016 | | |
Initial Investment Minimum
|
| |
Contact Information
|
|
Ordinary Shares: $2,500*
Individual retirement accounts, certain accounts for minors, and automatic investment accounts $1,000*
Institutional Shares: $1,000,000*
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0
R6 Shares: $100,000**
|
| |
Mail: Pear Tree Funds
Attention: Transfer Agent 55 Old Bedford Road, Suite 202 Lincoln, MA 01773
Telephone: 1-800-326-2151
Website:www.peartreefunds.com
|
|
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
|
|
| | |
Ordinary Shares
|
| |
Institutional Shares
|
| |
R6 Shares
|
| |||||||||
Management Fees | | | | | 1.00% | | | | | | 1.00% | | | | | | 1.00% | | |
Distribution (12b-1) Fees | | | | | 0.25% | | | | | | None | | | | | | None | | |
Other Expenses | | | | | 0.29% | | | | | | 0.29% | | | | | | 0.14% | | |
Total Annual Fund Operating Expenses | | | |
|
1.54%
|
| | | |
|
1.29%
|
| | | |
|
1.14%
|
| |
Fee Waiver and/or Expense Reimbursement (1) | | | | | 0.29% | | | | | | 0.41% | | | | | | 0.29% | | |
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement (1)
|
| | |
|
1.25%
|
| | | |
|
0.88%
|
| | | |
|
0.85%
|
| |
| | |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Ordinary Shares | | | | $ | 127 | | | | | $ | 458 | | | | | $ | 812 | | | | | $ | 1,810 | | |
Institutional Shares | | | | $ | 90 | | | | | $ | 369 | | | | | $ | 668 | | | | | $ | 1,521 | | |
R6 Shares | | | | $ | 87 | | | | | $ | 333 | | | | | $ | 600 | | | | | $ | 1,360 | | |
| Best Quarter: | | |
Q2 2009
|
| | | | 15.53% | | |
| Worst Quarter: | | |
Q2 2010
|
| | | | (12.14)% | | |
| | |
1 Year
|
| |
5 Years
|
| |
10 Years
|
| |||||||||
Ordinary Shares Before Tax
|
| | | | (1.67)% | | | | | | 9.16% | | | | | | 12.06% | | |
After Tax on Distributions
|
| | | | (4.99)% | | | | | | 6.57% | | | | | | 10.64% | | |
After Tax on Distributions, with Sale
|
| | | | 1.05% | | | | | | 6.88% | | | | | | 9.86% | | |
Institutional Shares Before Tax
|
| | | | (1.35)% | | | | | | 9.47% | | | | | | 12.39% | | |
R6 Shares Before Tax
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | | | | | (4.38)% | | | | | | 8.49% | | | | | | 13.12% | | |
Investment Team
|
| |
Position at Chartwell
|
| |
Manager of the Fund Since
|
| |||
Mark D. Tindall, CFA | | | Portfolio Manager | | | | | 2011 | | |
Initial Investment Minimum
|
| |
Contact Information
|
|
Ordinary Shares: $2,500*
Individual retirement accounts, certain accounts for minors, and automatic investment accounts $1,000*
Institutional Shares: $1,000,000*
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0 |
| |
Mail: Pear Tree Funds
Attention: Transfer Agent 55 Old Bedford Road, Suite 202 Lincoln, MA 01773
Telephone: 1-800-326-2151
Website: www.peartreefunds.com
|
|
R6 Shares: $100,000** | | | | |
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
|
|
R6 Shares: None | |
| | |
Ordinary Shares
|
| |
Institutional Shares
|
| |
R6 Shares
|
| |||||||||
Management Fees | | | | | 1.00% | | | | | | 1.00% | | | | | | 1.00% | | |
Distribution (12b-1) Fees | | | | | 0.25% | | | | | | None | | | | | | None | | |
Other Expenses | | | | | 0.42% | | | | | | 0.41% | | | | | | 0.64% | | |
Acquired Fund Fees and Expenses | | | | | 0.06% | | | | | | 0.06% | | | | | | 0.06% | | |
Total Annual Fund Operating Expenses | | | |
|
1.73%
|
| | | |
|
1.47%
|
| | | |
|
1.70%
|
| |
Fee Waiver and/or Expense Reimbursement (1) | | | | | 0.22% | | | | | | 0.34% (2) | | | | | | 0.65% (3) | | |
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement (1)
|
| | |
|
1.51%
|
| | | |
|
1.13
% (2)
|
| | | |
|
1.05
% (3)
|
| |
| | |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Ordinary Shares | | | | $ | 154 | | | | | $ | 524 | | | | | $ | 918 | | | | | $ | 2,023 | | |
Institutional Shares | | | | $ | 115 | | | | | $ | 431 | | | | | $ | 770 | | | | | $ | 1,728 | | |
R6 Shares | | | | $ | 107 | | | | | $ | 472 | | | | | $ | 862 | | | | | $ | 1,954 | | |
| Best Quarter: | | |
Q2 2009
|
| | | | 30.76% | | |
| Worst Quarter: | | |
Q3 2015
|
| | | | (16.63)% | | |
| | |
1 Year
|
| |
5 Years
|
| |
10 Years
|
| |||||||||
Ordinary Shares Before Tax
|
| | | | (16.73)% | | | | | | (1.57)% | | | | | | 6.04% | | |
After Tax on Distributions
|
| | | | (17.52)% | | | | | | (1.86)% | | | | | | 5.84% | | |
After Tax on Distributions, with Sale
|
| | | | (9.91)% | | | | | | (1.09)% | | | | | | 5.08% | | |
Institutional Shares Before Tax
|
| | | | (16.43)% | | | | | | (1.27)% | | | | | | 6.32% | | |
R6 Shares Before Tax
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
MSCI EM Index (reflects no deductions for fees, expenses or taxes) | | | | | (14.25)% | | | | | | 2.03% | | | | | | 8.39% | | |
Investment Team
|
| |
Position at Axiom-Investors
|
| |
Manager of the Fund Since
|
| |||
Andrew Jacobson, CFA | | | Chief Executive Officer, Chief Investment Officer and Lead Portfolio Manager | | | | | 2018 | | |
Christopher Lively, CFA | | | Managing Director and Lead Portfolio Manager Emerging Markets Equity Strategy | | | | | 2018 | | |
Jose Gerardo Morales, CFA | | | Co-Portfolio Manager Emerging Markets Equity Emerging Markets World Equity Strategies | | | | | 2018 | | |
Initial Investment Minimum
|
| |
Contact Information
|
|
Ordinary Shares: $2,500*
Individual retirement accounts, certain accounts for minors, and automatic investment accounts $1,000*
Institutional Shares: $1,000,000*
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0 |
| |
Mail: Pear Tree Funds
Attention: Transfer Agent 55 Old Bedford Road, Suite 202 Lincoln, MA 01773
Telephone: 1-800-326-2151
Website: www.peartreefunds.com
|
|
R6 Shares: $100,000**Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0
|
| | | |
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
|
|
R6 Shares: None | |
| | |
Ordinary Shares
|
| |
Institutional Shares
|
| |
R6 Shares
|
| |||||||||
Management Fees | | | | | 1.00% | | | | | | 1.00% | | | | | | 1.00% | | |
Distribution (12b-1) Fees | | | | | 0.25% | | | | | | None | | | | | | None | | |
Other Expenses | | | | | 0.26% | | | | | | 0.26% | | | | | | 0.11% | | |
Total Annual Fund Operating Expenses | | | |
|
1.51%
|
| | | |
|
1.26%
|
| | | |
|
1.11%
|
| |
Fee Waiver and/or Expense
Reimbursement (1) (3) |
| | | | 0.10% | | | | | | 0.22% (2) | | | | | | 0.17% | | |
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense
Reimbursement (1) (3) |
| | |
|
1.41%
|
| | | |
|
1.04
% (2)
|
| | | |
|
0.94%
|
| |
| | |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Ordinary Shares | | | | $ | 144 | | | | | $ | 467 | | | | | $ | 814 | | | | | $ | 1,793 | | |
Institutional Shares | | | | $ | 106 | | | | | $ | 378 | | | | | $ | 671 | | | | | $ | 1,503 | | |
R6 Shares | | | | $ | 96 | | | | | $ | 336 | | | | | $ | 595 | | | | | $ | 1,336 | | |
| Best Quarter: | | |
Q2 2009
|
| | | | 36.87% | | |
| Worst Quarter: | | |
Q3 2011
|
| | | | (19.85)% | | |
| | |
1 Year
|
| |
5 Years
|
| |
10 Years
|
| |||||||||
Ordinary Shares Before Tax
|
| | | | (13.27)% | | | | | | 1.34% | | | | | | 10.74% | | |
After Tax on Distributions
|
| | | | (13.56)% | | | | | | 1.21% | | | | | | 10.30% | | |
After Tax on Distributions, with Sale
|
| | | | (7.80)% | | | | | | 1.14% | | | | | | 8.93% | | |
Institutional Shares Before Tax
|
| | | | (12.93)% | | | | | | 1.65% | | | | | | 11.01% | | |
R6 Shares Before Tax
|
| | | | (12.93)% | | | | | | N/A | | | | | | N/A | | |
MSCI EAFE Index (reflects no deductions for fees, expenses or taxes)
|
| | | | (13.36)% | | | | | | 1.00% | | | | | | 6.81% | | |
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 | | |
Bin Xiao, CFA | | | Assistant Portfolio Manager | | | | | 2012 | | |
Jason M. Crawshaw | | | Assistant Portfolio Manager | | | | | 2017 | | |
Initial Investment Minimum
|
| |
Contact Information
|
|
Ordinary Shares: $2,500*
Individual retirement accounts, certain accounts for minors, and automatic investment accounts $1,000*
Institutional Shares: $1,000,000*
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0
R6 Shares: $100,000**
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0 |
| |
Mail: Pear Tree Funds
Attention: Transfer Agent 55 Old Bedford Road, Suite 202 Lincoln, MA 01773
Telephone: 1-800-326-2151
Website: www.peartreefunds.com
|
|
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
|
|
| | |
Ordinary Shares
|
| |
Institutional Shares
|
| |
R6 Shares
|
| |||||||||
Management Fees | | | | | 1.00% | | | | | | 1.00% | | | | | | 1.00% | | |
Distribution (12b-1) Fees | | | | | 0.25% | | | | | | None | | | | | | None | | |
Other Expenses | | | | | 0.28% | | | | | | 0.28% | | | | | | 0.14% | | |
Acquired Fund Fees and Expenses | | | | | 0.01% | | | | | | 0.01% | | | | | | 0.01% | | |
Total Annual Fund Operating Expenses | | | |
|
1.54%
|
| | | |
|
1.29%
|
| | | |
|
1.15%
|
| |
Fee Waiver and/or Expense Reimbursement (1) | | | | | 0.10% | | | | | | 0.22% | | | | | | 0.10% | | |
Total Annual Fund Operating Expenses after
Fee Waiver and/or Expense Reimbursement (1)
|
| | |
|
1.44%
|
| | | |
|
1.07%
|
| | | |
|
1.05%
|
| |
| | |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Ordinary Shares | | | | $ | 147 | | | | | $ | 477 | | | | | $ | 830 | | | | | $ | 1,826 | | |
Institutional Shares | | | | $ | 109 | | | | | $ | 387 | | | | | $ | 686 | | | | | $ | 1,537 | | |
R6 Shares | | | | $ | 107 | | | | | $ | 355 | | | | | $ | 623 | | | | | $ | 1,389 | | |
| Best Quarter: | | |
Q2 2009
|
| | | | 53.73% | | |
| Worst Quarter: | | |
Q3 2011
|
| | | | (19.15)% | | |
| | |
1 Year
|
| |
5 Years
|
| |
10 Years
|
| |||||||||
Ordinary Shares Before Tax
|
| | | | (19.09)% | | | | | | 2.97% | | | | | | 12.51% | | |
After Tax on Distributions
|
| | | | (20.17)% | | | | | | 2.46% | | | | | | 11.95% | | |
After Tax on Distributions, with Sale
|
| | | | (10.95)% | | | | | | 2.37% | | | | | | 10.61% | | |
Institutional Shares Before Tax
|
| | | | (18.77)% | | | | | | 3.28% | | | | | | 12.81% | | |
R6 Shares Before Tax
|
| | | | (18.81)% | | | | | | N/A | | | | | | N/A | | |
MSCI ACWI ex USA Small Cap (reflects no deduction for fees, expenses or taxes)
|
| | | | (17.89)% | | | | | | 2.33% | | | | | | 10.41% | | |
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 | | |
Bin Xiao, CFA | | | Assistant Portfolio Manager | | | | | 2012 | | |
Jason M. Crawshaw | | | Assistant Portfolio Manager | | | | | 2017 | | |
Initial Investment Minimum
|
| |
Contact Information
|
|
Ordinary Shares: $2,500*
Individual retirement accounts, certain accounts for minors, and automatic investment accounts $1,000*
Institutional Shares: $1,000,000*
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0
R6 Shares: $100,000**
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0 |
| |
Mail: Pear Tree Funds
Attention: Transfer Agent 55 Old Bedford Road, Suite 202 Lincoln, MA 01773
Telephone: 1-800-326-2151
Website: www.peartreefunds.com
|
|
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
|
|
| | |
Ordinary Shares
|
| |
Institutional Shares
|
| |
R6 Shares
|
| |||||||||
Management Fees | | | | | 0.90% | | | | | | 0.90% | | | | | | 0.90% | | |
Distribution (12b-1) Fees | | | | | 0.25% | | | | | | None | | | | | | None | | |
Other Expenses (1) | | | | | 0.60% | | | | | | 0.60% | | | | | | 0.45% | | |
Total Annual Fund Operating Expenses (1)
|
| | |
|
1.75%
|
| | | |
|
1.50%
|
| | | |
|
1.35%
|
| |
Fee Waiver and/ or Expense Reimbursement (1) | | | | | N/A | | | | | | 0.12% (2) | | | | | | N/A | | |
Total Annual Fund Operating Expenses after Fee Waiver and/ or Expense Reimbursement (1)
|
| | |
|
1.75%
|
| | | |
|
1.38%
|
| | | |
|
1.35%
|
| |
| | |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Ordinary Shares | | | | $ | 178 | | | | | $ | 551 | | | | | $ | 949 | | | | | $ | 2,062 | | |
Institutional Shares | | | | $ | 141 | | | | | $ | 462 | | | | | $ | 807 | | | | | $ | 1,780 | | |
R6 Shares | | | | $ | 137 | | | | | $ | 428 | | | | | $ | 739 | | | | | $ | 1,624 | | |
Investment Team
|
| |
Position at Polaris
|
| |
Manager of the Fund Since
|
| |||
Sumanta Biswas, CFA | | | Vice President and Assistant Portfolio Manager | | | | | 2019 | | |
Bin Xiao, CFA | | | Assistant Portfolio Manager | | | | | 2019 | | |
Jason M. Crawshaw | | | Assistant Portfolio Manager | | | | | 2019 | | |
Initial Investment Minimum
|
| |
Contact Information
|
|
Ordinary Shares: $2,500*
Individual retirement accounts, certain accounts for minors, and automatic investment accounts $1,000*
Institutional Shares: $1,000,000*
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0
R6 Shares: $100,000**
Certain wrap programs, registered advisers, certain government plans Pear Tree Fund affiliates and employees $0 |
| |
Mail: Pear Tree Funds
Attention: Transfer Agent 55 Old Bedford Road, Suite 202 Lincoln, MA 01773
Telephone: 1-800-326-2151
Website: www.peartreefunds.com
|
|
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
|
|
Portfolio manager
|
| |
Portfolio manager
experience in this Fund |
| |
Primary title(s) with Sub-Adviser, primary role and investment experience
|
|
Mark D. Tindall, CFA | | | Since 2011* | | |
Portfolio Manager
Investment professional since 1999
|
|
Portfolio manager
|
| |
Portfolio manager
experience in this Fund |
| |
Primary title(s) with Sub-Adviser, primary role and investment experience
|
|
Andrew Jacobson, CFA | | | Emerging Markets Fund since 2018 | | |
CEO/ Chief Investment Officer, Founder and Lead Portfolio Manager
Investment professional since 1987
|
|
Christopher Lively, CFA | | | Emerging Markets Fund since 2018 | | |
Managing Director/Portfolio Manager, Co-Portfolio Manager
Investment professional since 1986
|
|
Jose Gerado Morales, CFA | | | Emerging Markets Fund since 2018 | | |
Senior Vice President/Portfolio Manager, Co-Portfolio Manager
Investment professional since 1988
|
|
Portfolio manager
|
| |
Portfolio manager
experience in these Funds |
| |
Primary title(s) with Sub-Adviser, primary role and investment experience
|
|
Bernard R. Horn, Jr. | | |
Small Cap Fund since 2015; Lead Portfolio Manager
Foreign Value Fund since 1998 (Fund inception); Lead Portfolio Manager
Foreign Value Small Cap Fund since 2008 (Fund inception); Lead Portfolio Manager
|
| |
President and Chief Investment Officer since 1998.
Founder and Portfolio Manager since 1995.
Investment professional since 1980.
|
|
Sumanta Biswas, CFA | | |
Small Cap Fund since 2015
Foreign Value Fund since 2004
Foreign Value Small Cap Fund since 2008 (Fund inception) Assistant Portfolio Manager
International Opportunities Fund since 2019
|
| |
Vice President and 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.
|
|
Bin Xiao, CFA | | |
Small Cap Fund since 2015
Foreign Value Fund since 2008 Foreign Value Small Cap Fund since 2008
International Opportunities Fund since 2019
|
| |
Assistant Portfolio Manager since 2012
Analyst with Polaris since 2006.
Internship at HSBC Global Investment Banking in 2005, internship at Polaris in 2004/2005. 2002 to 2004 as a software architect and project manager at PNC Financial Service Group (PFPC), following positions as an information systems engineer and software engineer at Vanguard Group and RIT Research Corporation respectively. MBA MIT’s Sloan School of Management 2006; M.S. degree computer science Rochester Institute of Technology 2000; undergraduate degree Beijing Institute of Technology in China in 1998.
|
|
Portfolio manager
|
| |
Portfolio manager
experience in these Funds |
| |
Primary title(s) with Sub-Adviser, primary role and investment experience
|
|
Jason M. Crawshaw | | |
Small Cap Fund since 2016
Foreign Value Fund since 2017
Foreign Value Small Cap Fund since 2017
International Opportunities Fund since 2019
|
| |
Assistant Portfolio Manager since 2015.
Analyst with Polaris since 2014.
Investment professional since 1994; 1994 to 1996, First Corp Merchant Bank, Equity Analyst for internal, hedge fund; 1996 to 1997, Coronation Securities, Equity Analyst/Assistant Portfolio Manager for internal hedge fund; 1998 to 2001, Equinox Holdings, Portfolio Manager for long/short small cap equity portfolio; 2002 to 2006, Brait Specialized Funds, Portfolio Manager for long/short small cap equity portfolio; 2007 to 2013, Liberty Square Asset Management, Managing Director and Portfolio Manager for boutique international hedge fund/asset manager.
|
|
| | |
Average Daily Net
Assets of the Fund |
| |
Contractual Investment
Advisory Fee (%) (annual rate) |
| |
Actual Advisory
Fee Rate |
| ||||||
All Funds (excluding Small Cap Fund & International Opportunities Fund) | | | All | | | | | 1.00% | | | | | | 1.00% | | |
Small Cap Fund | | | All | | | | | 0.80% | | | | | | 0.80%* | | |
International Opportunities Fund | | | All | | | | | 0.90% | | | | | | 0.90% | | |
Minimum Initial Investment
|
| |
Eligible Classes of Institutional Share Investors
|
|
$1 million or more in at least one Pear Tree Fund account | | |
•
Any employee benefit plan with at least $10,000,000 in plan assets and 200 participants, that either has a separate trustee vested with investment discretion and certain limitations on the ability of plan beneficiaries to access its plan investments without incurring adverse tax consequences or which allows its participants to select among one or more investment options, including one or more Pear Tree Funds.
•
A bank or insurance company purchasing shares for its own account.
•
An insurance company separate account.
•
A bank, trust company, credit union, savings institution or other depository institution, its trust department or a common trust fund purchasing for non-discretionary customers or accounts.
|
|
Minimum Initial Investment
|
| |
Eligible Classes of Institutional Share Investors
|
|
$1 million or more aggregated in one or more Pear Tree Fund accounts | | |
•
A private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code.
•
An endowment or organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code.
•
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.
|
|
| | | Provided, that the investor is purchasing Pear Tree Fund shares through a broker/dealer pursuant to an agreement with the Distributor. | |
None | | |
•
A mutual fund wrap program that offers allocation services, charges an asset-based fee to its participants for asset allocation and/or offers advisory services, and meets trading and operational requirements under an agreement with the Distributor or authorized clearing entity; 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.
•
A registered investment adviser that charges an asset-based investment advisory fee for its investment advisory services and is purchasing Pear Tree Fund shares on behalf of its investment advisory clients.
•
A state, county, city, or any instrumentality, department, authority, or agency of one of these types of entities, or a trust, pension, profit-sharing or other benefit plan for the benefit of the employees of one of these types of entities, provided that the investor is prohibited by applicable law from paying a sales charge or commission when it purchases shares of any registered investment management company; or
•
An officer, partner, trustee, director, or employee of Pear Tree Funds, any affiliate of Pear Tree Funds, and Sub-Adviser, and any affiliate of any Sub-Adviser (a “Fund Employee”), the spouse or child of a Fund Employee, a Fund Employee acting as custodian for a minor child, any trust, pension, profit-sharing or other benefit plan for the benefit of a 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.
|
|
Minimum Initial Investment
|
| |
Eligible Classes of R6 Share Investors
|
|
$100,000 or more in at least one Pear Tree Fund account | | |
•
A qualified defined contribution plan or nonqualified, tax advantaged deferred compensation retirement (457) plan that allows its participants to select among one or more investment options, including one or more Pear Tree Funds.
•
A defined benefit plan, endowment, foundation, investment company, corporation, insurance company, trust company, or other type of institutional investor.
|
|
Minimum Initial Investment
|
| |
Eligible Classes of R6 Share Investors
|
|
None | | |
•
A Fund Employee, the spouse or child of a Fund Employee, a Fund Employee acting as custodian for a minor child, any trust, pension, profit-sharing or other benefit plan for the benefit of a 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.
|
|
| | |
Ordinary Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
25.48
|
| |
$
|
26.35
|
| |
$
|
21.61
|
| |
$
|
24.65
|
| |
$
|
27.62
|
||||||||||
Income from Investment Operations: | | | |||||||||||||||||||||||||||||
Net investment income (loss)(a)(b)
|
| | |
|
0.07
|
(d)
|
| |
|
0.07
|
(d)
|
| |
|
0.06
|
| |
|
0.16
|
| |
|
0.04
|
||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
0.22
|
| |
|
0.68
|
| |
|
4.99
|
| |
|
(1.59
|
)
|
| |
|
(0.37
|
)
|
||||||||
Total from Investment Operations | | | |
|
0.29
|
| |
|
0.75
|
| |
|
5.05
|
| |
|
(1.43
|
)
|
| |
|
(0.33
|
)
|
||||||||
Less Distributions: | | | |||||||||||||||||||||||||||||
Dividends from net investment income
|
| | |
|
(0.01
|
)
|
| |
|
(0.04
|
)
|
| |
|
(0.15
|
)
|
| |
|
—
|
| |
|
(0.20
|
)
|
||||||
Distributions from realized capital gains
|
| | |
|
(1.79
|
)
|
| |
|
(1.58
|
)
|
| |
|
(0.16
|
)
|
| |
|
(1.61
|
)
|
| |
|
(2.44
|
)
|
|||||
Total Distributions | | | |
|
(1.80
|
)
|
| |
|
(1.62
|
)
|
| |
|
(0.31
|
)
|
| |
|
(1.61
|
)
|
| |
|
(2.64
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
23.97
|
| |
$
|
25.48
|
| |
$
|
26.35
|
| |
$
|
21.61
|
| |
$
|
24.65
|
||||||||||
Total Return | | | |
|
1.87
|
%
|
| |
|
2.75
|
%
|
| |
|
23.36
|
%
|
| |
|
(5.83
|
)%
|
| |
|
(0.36
|
)%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
118,314
|
| |
$
|
109,341
|
| |
$
|
109,247
|
| |
$
|
91,139
|
| |
$
|
98,084
|
||||||||||
Ratios and Supplemental Data: | | | |||||||||||||||||||||||||||||
Ratios of expenses to average net assets:(c) | | | |||||||||||||||||||||||||||||
Gross
|
| | |
|
1.34
|
%
|
| |
|
1.35
|
%
|
| |
|
1.35
|
%
|
| |
|
1.35
|
%
|
| |
|
1.50
|
%
|
|||||
Net
|
| | |
|
1.34
|
%
|
| |
|
1.35
|
%
|
| |
|
1.35
|
%
|
| |
|
1.35
|
%
|
| |
|
1.50
|
%
|
|||||
Ratio of net investment income (loss) to average net assets(b)
|
| | |
|
0.29
|
%
|
| |
|
0.25
|
%
|
| |
|
0.25
|
%
|
| |
|
0.70
|
%
|
| |
|
0.17
|
%
|
|||||
Portfolio Turnover
|
| | |
|
24
|
%
|
| |
|
18
|
%
|
| |
|
37
|
%
|
| |
|
17
|
%
|
| |
|
94
|
%
|
| | |
Institutional Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
30.07
|
| |
$
|
30.80
|
| |
$
|
25.19
|
| |
$
|
28.39
|
| |
$
|
31.37
|
||||||||||
Income from Investment Operations: | | | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss) (a) (b)
|
| | |
|
0.21
|
(d)
|
| |
|
0.19
|
(d)
|
| |
|
0.14
|
| |
|
0.23
|
| |
|
0.11
|
||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
0.28
|
| |
|
0.79
|
| |
|
5.83
|
| |
|
(1.82
|
)
|
| |
|
(0.39
|
)
|
||||||||
Total from Investment Operations | | | |
|
0.49
|
| |
|
0.98
|
| |
|
5.97
|
| |
|
(1.59
|
)
|
| |
|
(0.28
|
)
|
||||||||
Less Distributions: | | | |||||||||||||||||||||||||||||
Dividends from net investment income
|
| | |
|
(0.10
|
)
|
| |
|
(0.13
|
)
|
| |
|
(0.20
|
)
|
| |
|
—
|
| |
|
(0.26
|
)
|
||||||
Distributions from realized capital gains
|
| | |
|
(1.79
|
)
|
| |
|
(1.58
|
)
|
| |
|
(0.16
|
)
|
| |
|
(1.61
|
)
|
| |
|
(2.44
|
)
|
|||||
Total Distributions | | | |
|
(1.89
|
)
|
| |
|
(1.71
|
)
|
| |
|
(0.36
|
)
|
| |
|
(1.61
|
)
|
| |
|
(2.70
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
28.67
|
| |
$
|
30.07
|
| |
$
|
30.80
|
| |
$
|
25.19
|
| |
$
|
28.39
|
||||||||||
Total Return | | | |
|
2.30
|
%
|
| |
|
3.10
|
%
|
| |
|
23.71
|
%
|
| |
|
(5.62
|
)%
|
| |
|
(0.11
|
)%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
4,839
|
| |
$
|
7,395
|
| |
$
|
7,220
|
| |
$
|
5,785
|
| |
$
|
3,761
|
||||||||||
Ratios and Supplemental Data: | | | |||||||||||||||||||||||||||||
Ratios of expenses to average net assets: (c) | | | |||||||||||||||||||||||||||||
Gross
|
| | |
|
1.08
|
%
|
| |
|
1.10
|
%
|
| |
|
1.10
|
%
|
| |
|
1.10
|
%
|
| |
|
1.28
|
%
|
|||||
Net
|
| | |
|
0.96
|
%
|
| |
|
0.98
|
%
|
| |
|
1.10
|
%
|
| |
|
1.10
|
%
|
| |
|
1.28
|
%
|
|||||
Ratio of net investment income (loss) to average net assets (b)
|
| | |
|
0.65
|
%
|
| |
|
0.62
|
%
|
| |
|
0.49
|
%
|
| |
|
0.89
|
%
|
| |
|
0.36
|
%
|
|||||
Portfolio Turnover
|
| | |
|
24
|
%
|
| |
|
18
|
%
|
| |
|
37
|
%
|
| |
|
17
|
%
|
| |
|
94
|
%
|
| | |
Ordinary Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
18.83
|
| |
$
|
17.52
|
| |
$
|
16.31
|
| |
$
|
17.47
|
| |
$
|
18.10
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss)(a)(b)(c)
|
| | |
|
0.14
|
| |
|
0.15
|
| |
|
0.16
|
| |
|
0.15
|
| |
|
0.28
|
||||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
2.23
|
| |
|
2.49
|
| |
|
2.04
|
| |
|
0.72
|
| |
|
1.30
|
||||||||||
Total from Investment Operations | | | |
|
2.37
|
| |
|
2.64
|
| |
|
2.20
|
| |
|
0.87
|
| |
|
1.58
|
||||||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.12
|
)
|
| |
|
(0.18
|
)
|
| |
|
(0.19
|
)
|
| |
|
(0.16
|
)
|
| |
|
(0.33
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
(2.42
|
)
|
| |
|
(1.15
|
)
|
| |
|
(0.80
|
)
|
| |
|
(1.87
|
)
|
| |
|
(1.88
|
)
|
|||||
Total Distributions | | | |
|
(2.54
|
)
|
| |
|
(1.33
|
)
|
| |
|
(0.99
|
)
|
| |
|
(2.03
|
)
|
| |
|
(2.21
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
18.66
|
| |
$
|
18.83
|
| |
$
|
17.52
|
| |
$
|
16.31
|
| |
$
|
17.47
|
||||||||||
Total Return | | | |
|
14.16
|
%
|
| |
|
14.91
|
%
|
| |
|
14.04
|
%
|
| |
|
5.47
|
%
|
| |
|
9.12
|
%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
137,643
|
| |
$
|
123,781
|
| |
$
|
112,513
|
| |
$
|
113,498
|
| |
$
|
116,104
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net assets:(d) | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.54
|
%
|
| |
|
1.54
|
%
|
| |
|
1.55
|
%
|
| |
|
1.55
|
%
|
| |
|
1.54
|
%
|
|||||
Net
|
| | |
|
1.25
|
%
|
| |
|
1.28
|
%
|
| |
|
1.30
|
%
|
| |
|
1.29
|
%
|
| |
|
1.29
|
%
|
|||||
Ratio of net investment income (loss) to average net assets(c)
|
| | |
|
0.72
|
%
|
| |
|
0.81
|
%
|
| |
|
0.97
|
%
|
| |
|
0.91
|
%
|
| |
|
1.52
|
%
|
|||||
Portfolio Turnover
|
| | |
|
57
|
%
|
| |
|
48
|
%
|
| |
|
31
|
%
|
| |
|
35
|
%
|
| |
|
49
|
%
|
| | |
Institutional Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
20.15
|
| |
$
|
18.65
|
| |
$
|
17.30
|
| |
$
|
18.39
|
| |
$
|
18.95
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss) (a) (b) (c)
|
| | |
|
0.23
|
| |
|
0.24
|
| |
|
0.22
|
| |
|
0.21
|
| |
|
0.35
|
||||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
2.40
|
| |
|
2.65
|
| |
|
2.16
|
| |
|
0.76
|
| |
|
1.35
|
||||||||||
Total from Investment Operations | | | |
|
2.63
|
| |
|
2.89
|
| |
|
2.38
|
| |
|
0.97
|
| |
|
1.70
|
||||||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.18
|
)
|
| |
|
(0.24
|
)
|
| |
|
(0.23
|
)
|
| |
|
(0.19
|
)
|
| |
|
(0.38
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
(2.42
|
)
|
| |
|
(1.15
|
)
|
| |
|
(0.80
|
)
|
| |
|
(1.87
|
)
|
| |
|
(1.88
|
)
|
|||||
Total Distributions | | | |
|
(2.60
|
)
|
| |
|
(1.39
|
)
|
| |
|
(1.03
|
)
|
| |
|
(2.06
|
)
|
| |
|
(2.26
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
20.18
|
| |
$
|
20.15
|
| |
$
|
18.65
|
| |
$
|
17.30
|
| |
$
|
18.39
|
||||||||||
Total Return | | | |
|
14.59
|
%
|
| |
|
15.34
|
%
|
| |
|
14.30
|
%
|
| |
|
5.74
|
%
|
| |
|
9.34
|
%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
6,084
|
| |
$
|
6,064
|
| |
$
|
6,569
|
| |
$
|
8,533
|
| |
$
|
11,209
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net assets: (d) | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.29
|
%
|
| |
|
1.29
|
%
|
| |
|
1.30
|
%
|
| |
|
1.30
|
%
|
| |
|
1.29
|
%
|
|||||
Net
|
| | |
|
0.87
|
%
|
| |
|
0.93
|
%
|
| |
|
1.05
|
%
|
| |
|
1.04
|
%
|
| |
|
1.04
|
%
|
|||||
Ratio of net investment income (loss) to average net assets (c)
|
| | |
|
1.08
|
%
|
| |
|
1.17
|
%
|
| |
|
1.22
|
%
|
| |
|
1.14
|
%
|
| |
|
1.83
|
%
|
|||||
Portfolio Turnover
|
| | |
|
57
|
%
|
| |
|
48
|
%
|
| |
|
31
|
%
|
| |
|
35
|
%
|
| |
|
49
|
%
|
| | |
Ordinary Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
23.29
|
| |
$
|
20.40
|
| |
$
|
18.96
|
| |
$
|
21.94
|
| |
$
|
22.15
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss)(a)(c)
|
| | |
|
0.38
|
(b)
|
| |
|
0.32
|
(b)
|
| |
|
0.23
|
(b)
|
| |
|
0.33
|
(b)
|
| |
|
0.29
|
||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(2.36
|
)
|
| |
|
2.85
|
| |
|
1.52
|
| |
|
(3.02
|
)
|
| |
|
(0.18
|
)
|
|||||||
Total from Investment Operations | | | |
|
(1.98
|
)
|
| |
|
3.17
|
| |
|
1.75
|
| |
|
(2.69
|
)
|
| |
|
0.11
|
||||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.45
|
)
|
| |
|
(0.28
|
)
|
| |
|
(0.31
|
)
|
| |
|
(0.29
|
)
|
| |
|
(0.32
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
||||||||||
Total Distributions | | | |
|
(0.45
|
)
|
| |
|
(0.28
|
)
|
| |
|
(0.31
|
)
|
| |
|
(0.29
|
)
|
| |
|
(0.32
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
20.86
|
| |
$
|
23.29
|
| |
$
|
20.40
|
| |
$
|
18.96
|
| |
$
|
21.94
|
||||||||||
Total Return | | | |
|
(8.31
|
)%
|
| |
|
15.63
|
%
|
| |
|
9.39
|
%
|
| |
|
(12.12
|
)%
|
| |
|
0.54
|
%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
89,347
|
| |
$
|
110,502
|
| |
$
|
102,633
|
| |
$
|
107,893
|
| |
$
|
127,295
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net assets:(d) | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.67
|
%
|
| |
|
1.07
|
%
|
| |
|
1.21
|
%
|
| |
|
1.32
|
%
|
| |
|
1.37
|
%
|
|||||
Net
|
| | |
|
1.46
|
%
|
| |
|
0.97
|
%
|
| |
|
1.09
|
%
|
| |
|
1.31
|
%
|
| |
|
1.37
|
%
|
|||||
Ratio of net investment income (loss) to average net assets(c)
|
| | |
|
1.81
|
%
|
| |
|
1.46
|
%
|
| |
|
1.21
|
%
|
| |
|
1.66
|
%
|
| |
|
1.26
|
%
|
|||||
Portfolio Turnover
|
| | |
|
172
|
%(f)
|
| |
|
50
|
%
|
| |
|
47
|
%
|
| |
|
82
|
%(e)
|
| |
|
35
|
%
|
| | |
Institutional Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
23.63
|
| |
$
|
20.69
|
| |
$
|
19.23
|
| |
$
|
22.26
|
| |
$
|
22.46
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss) (a)(c)
|
| | |
|
0.48
|
(b)
|
| |
|
0.40
|
(b)
|
| |
|
0.34
|
(b)
|
| |
|
0.36
|
(b)
|
| |
|
0.35
|
||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(2.42
|
)
|
| |
|
2.89
|
| |
|
1.49
|
| |
|
(3.04
|
)
|
| |
|
(0.18
|
)
|
|||||||
Total from Investment Operations | | | |
|
(1.94
|
)
|
| |
|
3.29
|
| |
|
1.83
|
| |
|
(2.68
|
)
|
| |
|
0.17
|
||||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.53
|
)
|
| |
|
(0.35
|
)
|
| |
|
(0.37
|
)
|
| |
|
(0.35
|
)
|
| |
|
(0.37
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
||||||||||
Total Distributions | | | |
|
(0.53
|
)
|
| |
|
(0.35
|
)
|
| |
|
(0.37
|
)
|
| |
|
(0.35
|
)
|
| |
|
(0.37
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
21.16
|
| |
$
|
23.63
|
| |
$
|
20.69
|
| |
$
|
19.23
|
| |
$
|
22.26
|
||||||||||
Total Return | | | |
|
(7.94
|
)%
|
| |
|
16.01
|
%
|
| |
|
9.68
|
%
|
| |
|
(11.88
|
)%
|
| |
|
0.81
|
%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
5,061
|
| |
$
|
7,872
|
| |
$
|
8,078
|
| |
$
|
13,489
|
| |
$
|
12,424
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net assets: (d) | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.41
|
%
|
| |
|
0.82
|
%
|
| |
|
0.95
|
%
|
| |
|
1.07
|
%
|
| |
|
1.11
|
%
|
|||||
Net
|
| | |
|
1.08
|
%
|
| |
|
0.61
|
%
|
| |
|
0.83
|
%
|
| |
|
1.06
|
%
|
| |
|
1.11
|
%
|
|||||
Ratio of net investment income (loss) to average net assets (c)
|
| | |
|
2.21
|
%
|
| |
|
1.80
|
%
|
| |
|
1.69
|
%
|
| |
|
1.78
|
%
|
| |
|
1.52
|
%
|
|||||
Portfolio Turnover
|
| | |
|
172
|
%(f)
|
| |
|
50
|
%
|
| |
|
47
|
%
|
| |
|
82
|
%(e)
|
| |
|
35
|
%
|
| | |
R 6 Shares
|
| |||
| | |
January 28, 2019*
through March 31,
2019 |
| |||
Net Asset Value, Beginning of Period | | | |
$
|
10.00
|
| |
Income from Investment Operations: | | | | | | | |
Net investment income (loss) (a) (c)
|
| | |
|
0.01
(b)
|
| |
Net realized and unrealized gain/(loss) on securities
|
| | |
|
0.46
|
| |
Total from Investment Operations | | | |
|
0.47
|
| |
Less Distributions: | | | | | | | |
Dividends from net investment income
|
| | |
|
—
|
| |
Distributions from realized capital gains
|
| | |
|
—
|
| |
Total Distributions | | | |
|
—
|
| |
Net Asset Value, End of Period | | | |
$
|
10.47
|
| |
Total Return | | | |
|
4.70%***
|
| |
Net Assets, End of Period (000s) | | | |
$
|
105
|
| |
Ratios and Supplemental Data: | | | | | | | |
Ratios of expenses to average net assets: (d) | | | | | | | |
Gross
|
| | |
|
1.64%**
|
| |
Net
|
| | |
|
0.99%**
|
| |
Ratio of net investment income (loss) to average net assets (c) | | | |
|
0.44%**
|
| |
Portfolio Turnover
|
| | |
|
172
% (f)
|
| |
| | |
Ordinary Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
21.75
|
| |
$
|
19.15
|
| |
$
|
17.03
|
| |
$
|
18.67
|
| |
$
|
19.38
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss)(a)(c)
|
| | |
|
0.38
|
(b)
|
| |
|
0.29
|
(b)
|
| |
|
0.23
|
| |
|
0.23
|
| |
|
0.29
|
||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(1.17
|
)
|
| |
|
2.44
|
| |
|
2.07
|
| |
|
(1.60
|
)
|
| |
|
(0.80
|
)
|
|||||||
Total from Investment Operations | | | |
|
(0.79
|
)
|
| |
|
2.73
|
| |
|
2.30
|
| |
|
(1.37
|
)
|
| |
|
(0.51
|
)
|
|||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.11
|
)
|
| |
|
(0.13
|
)
|
| |
|
(0.18
|
)
|
| |
|
(0.27
|
)
|
| |
|
(0.20
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
(0.08
|
)
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
|||||||||
Total Distributions | | | |
|
(0.19
|
)
|
| |
|
(0.13
|
)
|
| |
|
(0.18
|
)
|
| |
|
(0.27
|
)
|
| |
|
(0.20
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
20.77
|
| |
$
|
21.75
|
| |
$
|
19.15
|
| |
$
|
17.03
|
| |
$
|
18.67
|
||||||||||
Total Return | | | |
|
(3.56
|
)%
|
| |
|
14.27
|
%
|
| |
|
13.59
|
%
|
| |
|
(7.29
|
)%
|
| |
|
(2.53
|
)%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
784,820
|
| |
$
|
886,354
|
| |
$
|
859,328
|
| |
$
|
932,418
|
| |
$
|
1,030,641
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net
assets:(d)
|
| | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.51
|
%
|
| |
|
1.51
|
%
|
| |
|
1.53
|
%
|
| |
|
1.52
|
%
|
| |
|
1.52
|
%
|
|||||
Net
|
| | |
|
1.41
|
%
|
| |
|
1.41
|
%
|
| |
|
1.53
|
%
|
| |
|
1.52
|
%
|
| |
|
1.52
|
%
|
|||||
Ratio of net investment income (loss) to average net assets(c)
|
| | |
|
1.80
|
%
|
| |
|
1.39
|
%
|
| |
|
1.31
|
%
|
| |
|
1.29
|
%
|
| |
|
1.55
|
%
|
|||||
Portfolio Turnover
|
| | |
|
12
|
%
|
| |
|
30
|
%
|
| |
|
15
|
%
|
| |
|
13
|
%
|
| |
|
2
|
%
|
| | |
Institutional Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
21.71
|
| |
$
|
19.10
|
| |
$
|
17.00
|
| |
$
|
18.68
|
| |
$
|
19.39
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss)(a)(c)
|
| | |
|
0.42
|
(b)
|
| |
|
0.33
|
(b)
|
| |
|
0.26
|
| |
|
0.27
|
| |
|
0.33
|
||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(1.14
|
)
|
| |
|
2.49
|
| |
|
2.07
|
| |
|
(1.60
|
)
|
| |
|
(0.80
|
)
|
|||||||
Total from Investment Operations | | | |
|
(0.72
|
)
|
| |
|
2.82
|
| |
|
2.33
|
| |
|
(1.33
|
)
|
| |
|
(0.47
|
)
|
|||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.20
|
)
|
| |
|
(0.21
|
)
|
| |
|
(0.23
|
)
|
| |
|
(0.35
|
)
|
| |
|
(0.24
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
(0.08
|
)
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
—
|
|||||||||
Total Distributions | | | |
|
(0.28
|
)
|
| |
|
(0.21
|
)
|
| |
|
(0.23
|
)
|
| |
|
(0.35
|
)
|
| |
|
(0.24
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
20.71
|
| |
$
|
21.71
|
| |
$
|
19.10
|
| |
$
|
17.00
|
| |
$
|
18.68
|
||||||||||
Total Return | | | |
|
(3.20
|
)%
|
| |
|
14.75
|
%
|
| |
|
13.82
|
%
|
| |
|
(7.06
|
)%
|
| |
|
(2.29
|
)%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
2,509,455
|
| |
$
|
1,346,164
|
| |
$
|
759,793
|
| |
$
|
697,543
|
| |
$
|
594,691
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net assets:(d) | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.26
|
%
|
| |
|
1.26
|
%
|
| |
|
1.27
|
%
|
| |
|
1.27
|
%
|
| |
|
1.27
|
%
|
|||||
Net
|
| | |
|
1.04
|
%
|
| |
|
1.04
|
%
|
| |
|
1.27
|
%
|
| |
|
1.27
|
%
|
| |
|
1.27
|
%
|
|||||
Ratio of net investment income (loss) to average net assets(c)
|
| | |
|
1.98
|
%
|
| |
|
1.57
|
%
|
| |
|
1.49
|
%
|
| |
|
1.51
|
%
|
| |
|
1.76
|
%
|
|||||
Portfolio Turnover
|
| | |
|
12
|
%
|
| |
|
30
|
%
|
| |
|
15
|
%
|
| |
|
13
|
%
|
| |
|
2
|
%
|
| | |
R6 Shares
|
| |||||||||||||||
| | |
Year Ended
March 31, 2019 |
| |
Year Ended
March 31, 2018 |
| |
February 6, 2017*
through March 31, 2017 |
| |||||||||
Net Asset Value, Beginning of Period | | | |
$
|
11.65
|
| |
$
|
10.34
|
| |
$
|
10.00
|
||||||
Income from Investment Operations: | | | | | | | | | | | | | | ||||||
Net investment income (loss) (a) (c)
|
| | |
|
0.25
|
(b)
|
| |
|
0.19
|
(b)
|
| |
|
0.05
|
||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(0.64
|
)
|
| |
|
1.34
|
| |
|
0.29
|
|||||
Total from Investment Operations | | | |
|
(0.39
|
)
|
| |
|
1.53
|
| |
|
0.34
|
|||||
Less Distributions: | | | | | | | | | | | | | | ||||||
Dividends from net investment income
|
| | |
|
(0.21
|
)
|
| |
|
(0.22
|
)
|
| |
|
—
|
||||
Distributions from realized capital gains
|
| | |
|
(0.08
|
)
|
| |
|
—
|
| |
|
—
|
|||||
Total Distributions | | | |
|
(0.29
|
)
|
| |
|
(0.22
|
)
|
| |
|
—
|
||||
Net Asset Value, End of Period | | | |
$
|
10.97
|
| |
$
|
11.65
|
| |
$
|
10.34
|
||||||
Total Return | | | |
|
(3.15
|
)%
|
| |
|
14.79
|
%
|
| |
|
3.40
|
%***
|
|||
Net Assets, End of Period (000s) | | | |
$
|
325,774
|
| |
$
|
275,084
|
| |
$
|
36,982
|
||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | ||||||
Ratios of expenses to average net assets: (d) | | | | | | | | | | | | | | ||||||
Gross
|
| | |
|
1.11
|
%
|
| |
|
1.10
|
%
|
| |
|
1.14
|
%**
|
|||
Net
|
| | |
|
0.98
|
%
|
| |
|
1.01
|
%
|
| |
|
1.14
|
%**
|
|||
Ratio of net investment income (loss) to average net assets (c) | | | |
|
2.22
|
%
|
| |
|
1.58
|
%
|
| |
|
3.39
|
%**
|
|||
Portfolio Turnover
|
| | |
|
12
|
%
|
| |
|
30
|
%
|
| |
|
15
|
%***
|
| | |
Ordinary Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
15.63
|
| |
$
|
13.71
|
| |
$
|
12.06
|
| |
$
|
13.35
|
| |
$
|
13.17
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss)(a)(c)
|
| | |
|
0.33
|
(b)
|
| |
|
0.28
|
(b)
|
| |
|
0.23
|
| |
|
0.21
|
| |
|
0.15
|
||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(1.84
|
)
|
| |
|
2.07
|
| |
|
1.64
|
| |
|
(1.26
|
)
|
| |
|
0.17
|
||||||||
Total from Investment Operations | | | |
|
(1.51
|
)
|
| |
|
2.35
|
| |
|
1.87
|
| |
|
(1.05
|
)
|
| |
|
0.32
|
||||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.24
|
)
|
| |
|
(0.29
|
)
|
| |
|
(0.14
|
)
|
| |
|
(0.19
|
)
|
| |
|
(0.14
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
(0.32
|
)
|
| |
|
(0.14
|
)
|
| |
|
(0.08
|
)
|
| |
|
(0.05
|
)
|
| |
|
—
|
||||||
Total Distributions | | | |
|
(0.56
|
)
|
| |
|
(0.43
|
)
|
| |
|
(0.22
|
)
|
| |
|
(0.24
|
)
|
| |
|
(0.14
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
13.56
|
| |
$
|
15.63
|
| |
$
|
13.71
|
| |
$
|
12.06
|
| |
$
|
13.35
|
||||||||||
Total Return | | | |
|
(9.33
|
)%
|
| |
|
17.15
|
%
|
| |
|
15.73
|
%
|
| |
|
(7.83
|
)%
|
| |
|
2.57
|
%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
222,526
|
| |
$
|
319,531
|
| |
$
|
270,948
|
| |
$
|
283,509
|
| |
$
|
233,185
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net assets:(d) | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.53
|
%
|
| |
|
1.52
|
%
|
| |
|
1.55
|
%
|
| |
|
1.56
|
%
|
| |
|
1.56
|
%
|
|||||
Net
|
| | |
|
1.43
|
%
|
| |
|
1.42
|
%
|
| |
|
1.55
|
%
|
| |
|
1.56
|
%
|
| |
|
1.56
|
%
|
|||||
Ratio of net investment income (loss) to average net assets(c)
|
| | |
|
2.29
|
%
|
| |
|
1.85
|
%
|
| |
|
1.82
|
%
|
| |
|
1.66
|
%
|
| |
|
1.15
|
%
|
|||||
Portfolio Turnover
|
| | |
|
52
|
%
|
| |
|
26
|
%
|
| |
|
46
|
%
|
| |
|
8
|
%
|
| |
|
11
|
%
|
| | |
Institutional Shares
|
| |||||||||||||||||||||||||||
| | |
Years Ended March 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Net Asset Value, Beginning of Period | | | |
$
|
15.66
|
| |
$
|
13.73
|
| |
$
|
12.07
|
| |
$
|
13.36
|
| |
$
|
13.19
|
||||||||||
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net investment income (loss)(a)(c)
|
| | |
|
0.37
|
(b)
|
| |
|
0.32
|
(b)
|
| |
|
0.25
|
| |
|
0.24
|
| |
|
0.14
|
||||||||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(1.83
|
)
|
| |
|
2.09
|
| |
|
1.66
|
| |
|
(1.26
|
)
|
| |
|
0.21
|
||||||||
Total from Investment Operations | | | |
|
(1.46
|
)
|
| |
|
2.41
|
| |
|
1.91
|
| |
|
(1.02
|
)
|
| |
|
0.35
|
||||||||
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Dividends from net investment income
|
| | |
|
(0.31
|
)
|
| |
|
(0.34
|
)
|
| |
|
(0.17
|
)
|
| |
|
(0.22
|
)
|
| |
|
(0.18
|
)
|
|||||
Distributions from realized capital gains
|
| | |
|
(0.32
|
)
|
| |
|
(0.14
|
)
|
| |
|
(0.08
|
)
|
| |
|
(0.05
|
)
|
| |
|
—
|
||||||
Total Distributions | | | |
|
(0.63
|
)
|
| |
|
(0.48
|
)
|
| |
|
(0.25
|
)
|
| |
|
(0.27
|
)
|
| |
|
(0.18
|
)
|
|||||
Net Asset Value, End of Period | | | |
$
|
13.57
|
| |
$
|
15.66
|
| |
$
|
13.73
|
| |
$
|
12.07
|
| |
$
|
13.36
|
||||||||||
Total Return | | | |
|
(8.95
|
)%
|
| |
|
17.56
|
%
|
| |
|
16.13
|
%
|
| |
|
(7.62
|
)%
|
| |
|
2.79
|
%
|
|||||
Net Assets, End of Period (000s) | | | |
$
|
766,409
|
| |
$
|
593,619
|
| |
$
|
312,955
|
| |
$
|
270,846
|
| |
$
|
200,160
|
||||||||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Ratios of expenses to average net assets:(d) | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Gross
|
| | |
|
1.28
|
%
|
| |
|
1.27
|
%
|
| |
|
1.30
|
%
|
| |
|
1.30
|
%
|
| |
|
1.31
|
%
|
|||||
Net
|
| | |
|
1.06
|
%
|
| |
|
1.05
|
%
|
| |
|
1.30
|
%
|
| |
|
1.30
|
%
|
| |
|
1.31
|
%
|
|||||
Ratio of net investment income (loss) to average net assets(c)
|
| | |
|
2.57
|
%
|
| |
|
2.08
|
%
|
| |
|
2.03
|
%
|
| |
|
1.91
|
%
|
| |
|
1.12
|
%
|
|||||
Portfolio Turnover
|
| | |
|
52
|
%
|
| |
|
26
|
%
|
| |
|
46
|
%
|
| |
|
8
|
%
|
| |
|
11
|
%
|
| | |
R6 Shares
|
| |||||||||||||||
| | |
Year Ended
March 31, 2019 |
| |
Year Ended
March 31, 2018 |
| |
February 6, 2017*
through March 31, 2017 |
| |||||||||
Net Asset Value, Beginning of Period | | | |
$
|
12.02
|
| |
$
|
10.63
|
| | | |
$
|
10.00
|
||||
Income from Investment Operations: | | | | | | | | | | | | | | | | ||||
Net investment income (loss) (a) (c)
|
| | |
|
0.24
|
(b)
|
| |
|
0.26
(b)
|
| | | |
|
0.04
|
|||
Net realized and unrealized gain/(loss) on securities
|
| | |
|
(1.38
|
)
|
| |
|
1.62
|
| | | |
|
0.59
|
|||
Total from Investment Operations | | | |
|
(1.14
|
)
|
| |
|
1.88
|
| | | |
|
0.63
|
|||
Less Distributions: | | | | | | | | | | | | | | | | ||||
Dividends from net investment income
|
| | |
|
(0.31
|
)
|
| |
|
(0.35)
|
| | | |
|
—
|
|||
Distributions from realized capital gains
|
| | |
|
(0.32
|
)
|
| |
|
(0.14)
|
| | | |
|
—
|
|||
Total Distributions | | | |
|
(0.63
|
)
|
| |
|
(0.49)
|
| | | |
|
—
|
|||
Net Asset Value, End of Period | | | |
$
|
10.25
|
| |
$
|
12.02
|
| | | |
$
|
10.63
|
||||
Total Return | | | |
|
(8.95
|
)%
|
| |
|
17.66%
|
| | | |
|
6.30
|
%***
|
||
Net Assets, End of Period (000s) | | | |
$
|
74,795
|
| |
$
|
11,160
|
| | | |
$
|
1,927
|
||||
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | ||||
Ratios of expenses to average net assets: (d) | | | | | | | | | | | | | | | | ||||
Gross
|
| | |
|
1.14
|
%
|
| |
|
1.12%
|
| | | |
|
1.14
|
%**
|
||
Net
|
| | |
|
1.05
|
%
|
| |
|
1.02%
|
| | | |
|
1.14
|
%**
|
||
Ratio of net investment income (loss) to average net assets (c) | | | |
|
2.28
|
%
|
| |
|
2.12%
|
| | | |
|
2.95
|
%**
|
||
Portfolio Turnover
|
| | |
|
52
|
%
|
| |
|
26%
|
| | | |
|
46
|
%***
|
| | |
Ordinary Shares
|
| |||
| | |
January 30, 2019*
through March 31,
2019 |
| |||
Net Asset Value, Beginning of Period | | | |
$
|
10.00
|
||
Income from Investment Operations: | | | | | | ||
Net investment income (loss)(a)(c)
|
| | |
|
(0.04
|
)
|
|
Net realized and unrealized gain/(loss) on securities
|
| | |
|
0.64
|
||
Total from Investment Operations | | | |
|
0.60
|
||
Less Distributions: | | | | | | ||
Dividends from net investment income
|
| | |
|
—
|
||
Distributions from realized capital gains
|
| | |
|
—
|
||
Total Distributions | | | |
|
—
|
||
Net Asset Value, End of Period | | | |
$
|
10.60
|
||
Total Return | | | |
|
6.00
|
%***
|
|
Net Assets, End of Period (000s) | | | |
$
|
63
|
||
Ratios and Supplemental Data: | | | | | | ||
Ratios of expenses to average net assets:(d) | | | | | | ||
Gross
|
| | |
|
4.54
|
%**
|
|
Net
|
| | |
|
4.54
|
%**
|
|
Ratio of net investment income (loss) to average net assets(c) | | | |
|
(3.52
|
)%**
|
|
Portfolio Turnover | | | |
|
22
|
%***
|
| | |
Institutional Shares
|
| |||
| | |
January 30, 2019 *
through March 31,
2019 |
| |||
Net Asset Value, Beginning of Period | | | |
$
|
10.00
|
||
Income from Investment Operations: | | | | | | ||
Net investment income (loss)(a)(c)
|
| | |
|
(0.04
|
) (b)
|
|
Net realized and unrealized gain/(loss) on securities
|
| | |
|
0.64
|
||
Total from Investment Operations | | | |
|
0.60
|
||
Less Distributions: | | | | | | ||
Dividends from net investment income
|
| | |
|
—
|
||
Distributions from realized capital gains
|
| | |
|
—
|
||
Total Distributions | | | |
|
—
|
||
Net Asset Value, End of Period | | | |
$
|
10.60
|
||
Total Return | | | |
|
6.00
|
%***
|
|
Net Assets, End of Period (000s) | | | |
$
|
9,245
|
||
Ratios and Supplemental Data: | | | | | | ||
Ratios of expenses to average net assets:(d) | | | | | | ||
Gross
|
| | |
|
4.29
|
%**
|
|
Net
|
| | |
|
4.17
|
%**
|
|
Ratio of net investment income (loss) to average net assets(c) | | | |
|
(3.15
|
)%**
|
|
Portfolio Turnover | | | |
|
22
|
%***
|
| | |
R 6 Shares*
|
| |||
| | |
January 30, 2019
through March 31,
2019 |
| |||
Net Asset Value, Beginning of Period | | | |
$
|
10.00
|
| |
Income from Investment Operations: | | | | | | | |
Net investment income (loss) (a) (c)
|
| | |
|
(0.04)
|
| |
Net realized and unrealized gain/(loss) on securities
|
| | |
|
0.64
|
| |
Total from Investment Operations | | | |
|
0.60
|
| |
Less Distributions: | | | | | | | |
Dividends from net investment income
|
| | |
|
—
|
| |
Distributions from realized capital gains
|
| | |
|
—
|
| |
Total Distributions | | | |
|
—
|
| |
Net Asset Value, End of Period | | | |
$
|
10.60
|
| |
Total Return | | | |
|
6.00%***
|
| |
Net Assets, End of Period (000s) | | | |
$
|
1,371
|
| |
Ratios and Supplemental Data: | | | | | | | |
Ratios of expenses to average net assets: (d) | | | | | | | |
Gross
|
| | |
|
4.14%**
|
| |
Net
|
| | |
|
4.14%**
|
| |
Ratio of net investment income (loss) to average net assets (c) | | | |
|
(3.12)%**
|
| |
Portfolio Turnover
|
| | |
|
22%***
|
| |
|
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
|
|
| | | |
Ordinary Shares
|
| |
Institutional Shares
|
| |
R6 Shares
|
|
| U.S. EQUITY FUNDS | | | | | | | | | | |
|
Pear Tree Polaris Small Cap Fund
|
| |
USBNX
|
| |
QBNAX
|
| |
QBNRX
|
|
|
Pear Tree Quality Fund
|
| |
USBOX
|
| |
QGIAX
|
| |
QGIRX
|
|
| INTERNATIONAL EQUITY FUNDS | | | | | | | | | | |
|
Pear Tree Axiom Emerging Markets World Equity Fund*
|
| |
QFFOX
|
| |
QEMAX
|
| |
QFFRX
|
|
|
Pear Tree Polaris Foreign Value Fund
|
| |
QFVOX
|
| |
QFVIX
|
| |
QFVRX
|
|
|
Pear Tree Polaris Foreign Value Small Cap Fund
|
| |
QUSOX
|
| |
QUSIX
|
| |
QUSRX
|
|
|
Pear Tree Polaris International Opportunities Fund**
|
| |
QISOX
|
| |
QISIX
|
| |
QISRX
|
|
| | |
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 | | | | |
FINANCIAL STATEMENTS | | | |
| | | |
Fiscal Years Ended March 31,
|
| |||||||||
| | | |
2019
|
| |
2018
|
| ||||||
|
Pear Tree Polaris Small Cap Fund
|
| | | | 24% | | | | | | 18% | | |
|
Pear Tree Quality Fund
|
| | | | 57% | | | | | | 48% | | |
|
Pear Tree Axiom Emerging Markets World Equity Fund*
|
| | | | 172% | | | | | | 50% | | |
|
Pear Tree Polaris Foreign Value Fund
|
| | | | 12% | | | | | | 30% | | |
|
Pear Tree Polaris Foreign Value Small Cap Fund
|
| | | | 52% | | | | | | 26% | | |
|
Pear Tree Polaris International Opportunities Fund**
|
| | | | 22% | | | | | | -*** | | |
NAME AND AGE
|
| |
POSITION
HELD WITH TRUST |
| |
TERM OF
OFFICE/ LENGTH OF TIME SERVED |
| |
PRINCIPAL
OCCUPATION(S) DURING PAST FIVE YEARS1 |
| |
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
|
| | None | |
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)
|
| |
President, 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); Trustee, New Hampshire Mutual Bancorp (2013 – 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 | |
NAME AND AGE
|
| |
POSITION
HELD WITH TRUST |
| |
TERM OF OFFICE/
LENGTH OF TIME SERVED |
| |
PRINCIPAL
OCCUPATION(S) DURING PAST FIVE YEARS1 |
| |
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; Unidine Corporation; USB Corporation; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation; Woundcheck Laboratories
|
|
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; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation; Woundcheck Laboratories
|
|
NAME AND AGE
|
| |
POSITION
HELD WITH TRUST |
| |
TERM OF OFFICE/
LENGTH OF TIME SERVED |
| |
PRINCIPAL
OCCUPATION(S) DURING PAST FIVE YEARS1 |
| |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN |
| |
OTHER DIRECTORSHIPS
HELD BY TRUSTEE/ OFFICER |
|
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, Broadridge Financial Solutions (formerly Forefield, Inc.) (software provider) (2001 – 2004) and Compliance Consultant (2007 to 2015)
|
| |
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 | |
Thomas Buckley
(Born: April 1985) |
| |
Clerk
|
| | (July 2018 to Present) | | |
Legal Product Manager, Pear Tree Advisors, Inc.; Compliance Officer, Cantella & Co., Inc. (2/2018 – 7/2018); Compliance and Operations Associate, Arthur W. Wood Company (6/2016 –2/2018); Logistics Supervisor, Planet Eclipse LLC (1/2005 – 6/2016)
|
| |
N/A
|
| | None | |
NAME AND AGE
|
| |
POSITION
HELD WITH TRUST |
| |
TERM OF OFFICE/
LENGTH OF TIME SERVED |
| |
PRINCIPAL
OCCUPATION(S) DURING PAST FIVE YEARS1 |
| |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN |
| |
OTHER DIRECTORSHIPS
HELD BY TRUSTEE/ OFFICER |
|
John Hunt
(Born: July 1958) |
| |
Assistant Clerk
|
| | (February 2016 to Present) | | |
Partner, Sullivan & Worcester LLP (4/2016 to present); Partner, Nutter, McClennen & Fish LLP (6/2012 to 4/2016)
|
| |
N/A
|
| | None | |
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 | | | | $ | 39,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 39,500 | | |
John M. Bulbrook | | | | $ | 42,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 42,500 | | |
William H. Dunlap | | | | $ | 39,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 39,500 | | |
Clinton S. Marshall | | | | $ | 42,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 42,500 | | |
| | |
Ordinary
Shares |
| |
Institutional
Shares |
| |
R6
Shares |
| |||||||||
Pear Tree Polaris Small Cap Fund | | | | | 0.55% | | | | | | 16.03% | | | | | | 0.00% | | |
Pear Tree Quality Fund | | | | | 0.38% | | | | | | 18.74% | | | | | | 0.00% | | |
Pear Tree Axiom Emerging Markets World Equity Fund
|
| | | | 0.75% | | | | | | 12.86% | | | | | | 4.38% | | |
Pear Tree Polaris Foreign Value Fund | | | | | 0.09% | | | | | | 0.07% | | | | | | 0.63% | | |
Pear Tree Polaris Foreign Value Small Cap Fund | | | | | 0.34% | | | | | | 0.60% | | | | | | 3.01% | | |
Pear Tree Polaris International Opportunities Fund | | | | | 100% | | | | | | 100% | | | | | | 99.84% | | |
| |
Name of Trustee
|
| | |
Dollar Range
of Equity Securities in Small Cap Fund |
| | |
Dollar Range
of Equity Securities in Quality Fund |
| | |
Dollar Range
of Equity Securities in Emerging Markets Fund |
| | |
Dollar Range
of Equity Securities in Foreign Value Fund |
| | |
Dollar Range
of Equity Securities in Foreign Value Small Cap Fund |
| | |
Dollar Range
of Equity Securities in International Opportunities Fund |
| | |
Aggregate
Dollar Range of Equity Securities in Pear Tree Fund Complex |
| |
| | Robert M. Armstrong | | | |
$50,001 – $100,000
|
| | |
None
|
| | |
None
|
| | |
$10,000 –
$50,000
|
| | |
None
|
| | |
*
|
| | |
Over
$100,000
|
| |
| | John M. Bulbrook | | | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
*
|
| | |
Over
$100,000
|
| |
| | William H. Dunlap | | | |
None
|
| | |
None
|
| | |
None
|
| | |
$10,000 –
$50,000
|
| | |
$10,000 – $50,000
|
| | |
*
|
| | |
$10,000 – $50,000
|
| |
| | Clinton S. Marshall | | | |
None
|
| | |
None
|
| | |
$10,000 –
$50,000
|
| | |
$10,000 –
$50,000
|
| | |
$10,000 –
$50,000
|
| | |
*
|
| | |
$10,000 –
$50,000
|
| |
| |
Name of Trustee
|
| | |
Dollar Range
of Equity Securities in Small Cap Fund |
| | |
Dollar Range
of Equity Securities in Quality Fund |
| | |
Dollar Range
of Equity Securities in Emerging Markets Fund |
| | |
Dollar Range
of Equity Securities in Foreign Value Fund |
| | |
Dollar Range
of Equity Securities in Foreign Value Small Cap Fund |
| | |
Dollar Range
of Securities in International Opportunities Fund |
| | |
Aggregate
Dollar Range of Equity Securities in Pear Tree Fund Complex |
| |
| | Willard L. Umphrey | | | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
Over
$100,000
|
| | |
*
|
| | |
Over $100,000
|
| |
PEAR TREE
POLARIS SMALL CAP FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING ORDINARY SHARES
|
|
| | |
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
| |
15.14%
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
10.05%
|
|
| | |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
| |||
| | |
Bernard R. Horn, Jr.
99 Beaver Road
Reading, MA 01867
|
| |
50.40%
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
16.73%
|
|
| | |
National Financial Services Corp
200 Liberty Street
New York, NY 102
|
| |
13.75%
|
|
PEAR TREE
QUALITY FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING ORDINARY SHARES
|
|
| | |
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
| |
17.25%
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
9.57%
|
|
| | |
Lowell Anesthesiology Service/Profit Sharing Retirement Plan
60 East Street, Ste 1300
Methuen, MA 01844
|
| |
5.47%
|
|
| | | | | |||
| | |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
| |||
| | |
National Financial Service Corp
200 Liberty Street
New York, NY 10281
|
| |
28.39%
|
|
| | |
First Clearing, LLC
One North Jefferson
St. Louis, MO 63103
|
| |
13.86%
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
10.09%
|
|
PEAR TREE
QUALITY FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING ORDINARY SHARES
|
|
| | |
Pershing Division of /Donaldson Lufkin & Jenrette
One Pershing Plaza
Jersey City, NJ 07339
|
| |
9.40%
|
|
PEAR TREE
AXIOM EMERGING MARKETS WORLD EQUITY FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
| | |
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
| |
14.82%
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
9.82%
|
|
| | |
National Financial Service Corp
For Exclusive Benefit of Our Customers
200 Liberty Street
New York, NY 10281
|
| |
5.96%
|
|
| | |
Lowell Anesthesiology Service/Profit Sharing Retirement Plan
60 East Street, Ste 1300
Methuen, MA 01844
|
| |
5.53%
|
|
| | |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
| |||
| | |
Mid Atlantic Trust Company
1251 Waterfront Place
Pittsburgh, PA 15222
|
| |
32.18%
|
|
| | |
Zwanziger Family Ventures LLC
148 Dartmouth Street
West Newton, MA 02465
|
| |
20.94%
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
10.18%
|
|
| | | | | |
% OF OUTSTANDING R6 SHARES
|
|
| | |
National Financial Services LLC
200 Liberty Street
New York, NY 10281
|
| |
100%
|
|
PEAR TREE
POLARIS FOREIGN VALUE FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING ORDINARY SHARES
|
|
| | |
National Financial Service Corp
For Exclusive Benefit of Our Customers
200 Liberty Street
New York, NY 10281
|
| |
64.49%
|
|
| | |
Charles Schwab & Co Inc
For the Exclusive Benefit of Customers
100 Montgomery Street
San Francisco, CA 94104
|
| |
9.38%
|
|
PEAR TREE
POLARIS FOREIGN VALUE FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING ORDINARY SHARES
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
5.95%
|
|
| | |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
| |||
| | |
National Financial Service Corp
200 Liberty Street
New York, NY 10281
|
| |
23.87%
|
|
| | |
Charles Schwab & Co Inc
For the Exclusive Benefit of Customers
100 Montgomery Street
San Francisco, CA 94104
|
| |
21.70%
|
|
| | |
Morgan Stanley Smith Barney LLC/ For the Exclusive Benefit of its Owners
1585 Broadway
New York, NY 10036
|
| |
17.13%
|
|
PEAR TREE
POLARIS FOREIGN VALUE FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
| | |
UBS Financial Services
1000 Harbor Blvd, 8th Floor
Weehawken, NJ 07086
|
| |
10.41%
|
|
| | |
SEI Private Trust Company
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456
|
| |
6.87%
|
|
| | |
% OF OUTSTANDING R6 SHARES
|
| |||
| | |
SEI Private Trust Company
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456
|
| |
39.53%
|
|
| | |
National Financial Service Corp
For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
| |
26.56%
|
|
| | |
Christian Church Foundation
PO Box 1986
Indianapolis, IN 46206
|
| |
8.75%
|
|
| |
Charles Schwab & Co Inc/ Attn Mutual Funds
100 Montgomery Street
San Francisco, CA 94101
|
| |
7.07%
|
| |
| | |
Northern Trust Company
PO Box 92956
Chicago, IL 60675
|
| |
5.89%
|
|
| | |
MAC & CO
Mutual Fund Operations
PO Box 1986
Indianapolis, IN 46206
|
| |
5.50%
|
|
PEAR TREE
POLARIS FOREIGN VALUE SMALL CAP FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING ORDINARY SHARES
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
26.73%
|
|
| | |
National Financial Service Corp
For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
| |
15.31%
|
|
| | |
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
100 Montgomery Street
San Francisco, CA 9410
|
| |
13.75%
|
|
| |
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
| |
10.51%
|
|
PEAR TREE
POLARIS FOREIGN VALUE SMALL CAP FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
| | |
Charles Schwab and Company, Inc.
Special Custody A/C FBO Customers
100 Montgomery Street
San Francisco, CA 94104
|
| |
28.85%
|
|
| | |
National Financial Service Corp
For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
| |
25.52%
|
|
| | |
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
| |
11.88%
|
|
| | |
SEI Private Trust Company
One Freedom Valley Drive
Oaks, PA 19456
|
| |
11.01%
|
|
| | |
Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of its Customers
222 Broadway
NY3-222-12-05
New York, NY 10038
|
| |
5.79%
|
|
| | |
% OF OUTSTANDING R6 SHARES
|
| |||
| | |
Edward Jones For the Benefit of Customers
12555 Manchester Road
Saint Louis, MO 63131
|
| |
72.37%
|
|
| | |
National Financial Service Corp
For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
| |
20.64%
|
|
PEAR TREE
POLARIS INTERNATIONAL OPPORTUNITIES FUND |
| |
NAME AND ADDRESS
|
| |
% OF OUTSTANDING ORDINARY SHARES
|
|
| | |
Willard Umphrey
55 Old Bedford Road
Lincoln, MA 01773
|
| |
100%
|
|
| | |
% OF OUTSTANDING INSTITUTIONAL SHARES
|
| |||
| | |
Willard Umphrey
55 Old Bedford Road
Lincoln, MA 01773
|
| |
79.11%
|
|
| | |
Leon Okurowski
294 Elm Street
Concord, MA 01742
|
| |
18.80%
|
|
| | |
% OF OUTSTANDING R6 SHARES
|
| |||
| | |
Leon Okurowski
294 Elm Street
Concord, MA 01742
|
| |
92.10%
|
|
Fund Name
|
| |
2017
|
| |
2018
|
| |
2019
|
| |||||||||
Pear Tree Polaris Small Cap Fund | | | | $ | 833,477 | | | $ | 926,747 | | | $ | 1,013,044 | ||||||
Pear Tree Quality Fund | | | | $ | 1,199,820 | * | | | $ | 1,279,128 | * | | | $ | 1,506,736 | * | |||
Pear Tree Axiom Emerging Markets World Equity Fund
|
| | | $ | 651,689 | ** | | | $ | 533,681 | ** | | | $ | 946,557 | ** | |||
Pear Tree Polaris Foreign Value Fund | | | | $ | 15,780,222 | | | $ | 21,119,415 | *** | | | $ | 31,757,709 | *** | ||||
Pear Tree Polaris Foreign Value Small Cap Fund | | | | $ | 5,377,420 | | | $ | 7,936,341 | **** | | | $ | 10,155,247 | **** | ||||
Pear Tree Polaris International Opportunities Fund ***** | | | | | - | | | | - | | | $ | 15,196 |
| | |
Advisory Fee Rates
|
|
Pear Tree Polaris Small Cap Fund
|
| |
0.25% of the first $100 million,
0.30% of amounts in excess $100 million but less than $200 million and
0.325% of amounts in excess of $200 million of average daily total net assets.
|
|
Pear Tree Quality Fund | | |
$90,000 per year
|
|
Pear Tree Axiom Emerging Markets World Equity Fund (effective December 8, 2018)
|
| |
0.35% of the first $100 million
0.40% of amounts in excess of $100 million but less than $200 million and
0.45% of assets in excess of $200 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,
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 International Opportunities Fund
|
| |
0.30% of the first $35 million,
0.35% of amounts in excess of $35 million but less than $200 million and
0.45% of amounts in excess of $200 million of average daily total net assets.
|
|
| | |
Fiscal Years Ended March 31,
|
| |||||||||||||||||||||
| | |
Sub-Adviser
|
| |
2017
|
| |
2018
|
| |
2019
|
| ||||||||||||
Pear Tree Polaris Small Cap Fund
|
| | | | Polaris | | | | | $ | 263,104 | | | | | $ | 297,530 | | | | | $ | 329,891 | ||
Pear Tree Quality Fund
|
| | | | Chartwell(1) | | | | | $ | 115,986 | | | | | $ | 122,330 | | | | | $ | 123,587 | ||
Pear Tree Axiom Emerging Markets World Equity Fund
|
| | | | Axiom(2) | | | | | $ | 173,727 | | | | | $ | 133,420 | | | | | $ | 265,055 | ||
Pear Tree Polaris Foreign Value Fund
|
| | | | Polaris | | | | | $ | 7,674,848 | | | | | $ | 10,342,158 | | | | | $ | 15,661,355 | (3) | |
Pear Tree Polaris Foreign Value Small Cap Fund
|
| | | | Polaris | | | | | $ | 2,471,982 | | | | | $ | 3,750,671 | | | | | $ | 4,860,123 | (4) | |
Pear Tree Polaris International Opportunities Fund
|
| | | | Polaris(5) | | | | | | - | | | | | | - | | | | | $ | 5,065 |
| |
Portfolio Manager:
|
| | |
Category
|
| | |
Number of
All Accounts |
| | |
Total Assets of
All Accounts* (in 000s) |
| | |
Number of
Accounts Paying a Performance Fee |
| | |
Total Assets
of Accounts Paying a Performance Fee |
| | ||||||||||||
| |
Bernard R. Horn, Jr.
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | | |||||
| |
Sumanta Biswas, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | | |||||
| |
Bin Xiao, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | |
| |
Portfolio Manager:
|
| | |
Category
|
| | |
Number of
All Accounts |
| | |
Total Assets of
All Accounts* (in 000s) |
| | |
Number of
Accounts Paying a Performance Fee |
| | |
Total Assets
of Accounts Paying a Performance Fee |
| | ||||||||||||
| |
Jason M. Crawshaw
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | |
| |
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 |
| | |||||||||
| |
Mark D. Tindall, CFA
|
| | |
Registered Investment
Companies |
| | | | | 1 | | | | |
$144 million
|
| | | | | None | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | None | | | | |
$0
|
| | | | | None | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 12 | | | | |
$219 million
|
| | | | | None | | | | | | $ | 0 | | | |
| |
Portfolio Manager:
|
| | |
Category
|
| | |
Number of
All Accounts |
| | |
Total Assets of
All Accounts* (in 000s) |
| | |
Number of
Accounts Paying a Performance Fee |
| | |
Total Assets
of Accounts Paying a Performance Fee (in 000s) |
| | ||||||||||||
| |
Andrew Jacobson, CFA
|
| | |
Registered Investment
Companies |
| | | | | 4 | | | | | | $ | 887 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 11 | | | | | | $ | 1,419 | | | | | | | 2 | | | | | | $ | 145 | | | | |||||
| Other Accounts | | | | | | 8 | | | | | | $ | 2,846 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| |
Christopher Lively, CFA
|
| | |
Registered Investment
Companies |
| | | | | 0 | | | | | | $ | 0 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 4 | | | | | | $ | 2,462 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 10 | | | | | | $ | 2,181 | | | | | | | 6 | | | | | | $ | 1,151 | | | | |||||
| |
Jose Gerardo Morales, CFA
|
| | |
Registered Investment
Companies |
| | | | | 3 | | | | | | $ | 441 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 7 | | | | | | $ | 2,658 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 14 | | | | | | $ | 3,152 | | | | | | | 6 | | | | | | $ | 1,151 | | | |
| |
Portfolio Manager:
|
| | |
Category
|
| | |
Number of
All Accounts |
| | |
Total Assets of
All Accounts* (in 000s) |
| | |
Number of
Accounts Paying a Performance Fee |
| | |
Total Assets
of Accounts Paying a Performance Fee |
| | ||||||||||||
| |
Bernard R. Horn, Jr.
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | | |||||
| |
Sumanta Biswas, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,574,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | | |||||
| |
Bin Xiao, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,574,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | | |||||
| |
Jason M. Crawshaw
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,574,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | |
| |
Portfolio Manager:
|
| | |
Category
|
| | |
Number of
All Accounts |
| | |
Total Assets of
All Accounts* (in 000s) |
| | |
Number of
Accounts Paying a Performance Fee |
| | |
Total Assets
of Accounts Paying a Performance Fee |
| | ||||||||||||
| |
Bernard R. Horn, Jr.
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | | |||||
| |
Sumanta Biswas, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | | |||||
| |
Bin Xiao, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | |
| |
Portfolio Manager:
|
| | |
Category
|
| | |
Number of
All Accounts |
| | |
Total Assets of
All Accounts* (in 000s) |
| | |
Number of
Accounts Paying a Performance Fee |
| | |
Total Assets
of Accounts Paying a Performance Fee |
| | ||||||||||||
| |
Jason M. Crawshaw
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | | | $ | 6,547,532 | | | | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 6 | | | | | | $ | 683,573 | | | | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 29 | | | | | | $ | 5,631,533 | | | | | | | 1 | | | | | | $ | 55,983,474 | | | |
| |
Portfolio Manager:
|
| | |
Category
|
| | |
Number of
All Accounts |
| | |
Total Assets of
All Accounts **(in 000s) |
| | |
Number of
Accounts Paying a Performance Fee |
| | |
Total Assets
of Accounts Paying a Performance Fee |
| | |||||||||
| |
Sumanta Biswas, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | |
$6,349,913
|
| | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment | | | | | | 9 | | | | |
$1,531,627
|
| | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 25 | | | | |
$5,060,771
|
| | | | | 1 | | | | | | $ | 51,016,476 | | | | |||||
| |
Bin Xiao, CFA
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | |
$6,349,913
|
| | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 9 | | | | |
$1,531,627
|
| | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 25 | | | | |
$5,060,771
|
| | | | | 1 | | | | | | $ | 51,016,476 | | | | |||||
| |
Jason M. Crawshaw
|
| | |
Registered Investment
Companies |
| | | | | 7 | | | | |
$6,349,913
|
| | | | | 0 | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | 9 | | | | |
$1,531,627
|
| | | | | 0 | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 25 | | | | |
$5,060,771
|
| | | | | 1 | | | | | | $ | 51,016,476 | | | |
| |
Pear Tree Fund
(Portfolio Manager) |
| | |
Dollar Range of Equity Securities Owned
|
| | ||||||||||||||||||||||||
| | Pear Tree Polaris Small Cap Fund (Polaris) | | | |
None
|
| | |
$1 –
$10,000
|
| | |
$10,001 –
$50,000
|
| | |
$50,001 –
$100,000
|
| | |
$100,001 –
$500,000
|
| | |
$500,001 –
$1,000,000
|
| | |
Over
$1,000,000
|
| |
| | Bernard R. Horn, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
X
|
| |
| | Sumanta Biswas, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bin Xiao, CPA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Jason M. Crawshaw | | | | | | | | | | | | | | | | | | | |
X
|
| | | | | | | | | |
| | Pear Tree Quality Fund (Chartwell)(1) | | | |
None
|
| | |
$1 –
$10,000
|
| | |
$10,001 –
$50,000
|
| | |
$50,001 –
$100,000
|
| | |
$100,001 –
$500,000
|
| | |
$500,001 –
$1,000,000
|
| | |
Over
$1,000,000
|
| |
| |
Pear Tree Fund
(Portfolio Manager) |
| | |
Dollar Range of Equity Securities Owned
|
| | ||||||||||||||||||||||||
| | Mark D. Tindall, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pear Tree Axiom Emerging Markets World Equity Fund (Axiom)(2)(3) | | | |
None
|
| | |
$1 –
$10,000
|
| | |
$10,001 –
$50,000
|
| | |
$50,001 –
$100,000
|
| | |
$100,001 –
$500,000
|
| | |
$500,001 –
$1,000,000
|
| | |
Over
$1,000,000
|
| |
| |
Andrew Jacobson, CFA
|
| | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Christopher Lively, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Jose Gerardo Morales, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pear Tree Polaris Foreign Value Fund (Polaris) | | | |
None
|
| | |
$1 –
$10,000
|
| | |
$10,001 –
$50,000
|
| | |
$50,001 –
$100,000
|
| | |
$100,001 –
$500,000
|
| | |
$500,001 –
$1,000,000
|
| | |
Over
$1,000,000
|
| |
| | Bernard R. Horn, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
X
|
| |
| | Sumanta Biswas, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bin Xiao, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Jason M. Crawshaw | | | | | | | | | | | | | | | | | | | |
X
|
| | | | | | | | | |
| | Pear Tree Polaris Foreign Value Small Cap Fund (Polaris) | | | |
None
|
| | |
$1 –
$10,000
|
| | |
$10,001 –
$50,000
|
| | |
$50,001 –
$100,000
|
| | |
$100,001 –
$500,000
|
| | |
$500,001 –
$1,000,000
|
| | |
Over
$1,000,000
|
| |
| | Bernard R. Horn, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
X
|
| |
| | Sumanta Biswas, CFA | | | | | | | | | | | | | | | | | | | | | | | |
X
|
| | | | | |
| | Bin Xiao, CFA | | | | | | | | | | | | | | | | | | | |
X
|
| | | | | | | | | |
| | Jason M. Crawshaw | | | | | | | | | | | | | | | | | | | |
X
|
| | | | | | | | | |
| | Pear Tree Polaris International Opportunities Fund (Polaris)(4) | | | |
None
|
| | |
$1 –
$10,000
|
| | |
$10,001 –
$50,000
|
| | |
$50,001 –
$100,000
|
| | |
$100,001 –
$500,000
|
| | |
$500,001 –
$1,000,000
|
| | |
Over
$1,000,000
|
| |
| | Sumanta Biswas, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bin Xiao, CFA | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Jason M. Crawshaw | | | |
X
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Ordinary Shares
|
| |||
Pear Tree Polaris Small Cap Fund
|
| | | $ | 298,371 | | |
Pear Tree Quality Fund
|
| | | $ | 359,763 | | |
Pear Tree Axiom Emerging Markets World Equity Fund
|
| | | $ | 235,721* | | |
Pear Tree Polaris Foreign Value Fund | | | |
$
|
2,073,838
|
| |
Pear Tree Polaris Foreign Value Small Cap Fund
|
| | | $ | 614,676 | | |
Pear Tree Polaris International Opportunities Fund
|
| | | $ | 25** | | |
| | |
2017
|
| |
2018
|
| |
2019
|
| |||||||||
Pear Tree Polaris Small Cap Fund
|
| | | $ | 65,304 | | | | | $ | 53,069 | | | | | $ | 79,588 | | |
Pear Tree Quality Fund
|
| | | $ | 55,105 | | | | | $ | 66,845 | | | | | $ | 80,348 | | |
Pear Tree Axiom Emerging Markets World Equity Fund*
|
| | | $ | 54,392 | | | | | $ | 51,383 | | | | | $ | 165,251 | | |
Pear Tree Polaris Foreign Value Fund
|
| | | $ | 510,649 | | | | | $ | 1,197,137 | | | | | $ | 1,669,385 | | |
Pear Tree Polaris Foreign Value Small Cap Fund
|
| | | $ | 711,380 | | | | | $ | 811,606 | | | | | $ | 1,189,809 | | |
Pear Tree Polaris International Opportunities Fund**
|
| | | $ | - | | | | | $ | - | | | | | $ | 10,128 | | |
|
Name of Entity
|
| |
Type of Service
|
| |
Frequency
|
| |
Lag Time
|
|
| State Street Bank & Trust Company | | |
Custodian, Pricing Agent
|
| |
Daily
|
| |
None
|
|
| Tait, Weller & Baker LLP | | |
Audit
|
| |
As needed
|
| |
None
|
|
| Sullivan & Worcester LLP | | |
Legal
|
| |
As needed
|
| |
None
|
|
| ISS Governance | | |
Proxy Voting
|
| |
Daily
|
| |
None
|
|
| Advent | | |
Portfolio Reconciliation
|
| |
Daily
|
| |
None
|
|
| Electra | | |
Portfolio Reconciliation
|
| |
Daily
|
| |
None
|
|
| Omgeo Tradesuite System | | |
Portfolio Reconciliation
|
| |
Daily
|
| |
None
|
|
| AbelNoser | | |
Liquidity Management
|
| |
Daily
|
| |
None
|
|
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 “Micro Cap Fund”) as a separate series of beneficial interests of the Trust and the separate classes of beneficial interests of the Micro Cap Fund (xvii) |
(8) | Certificate of the Clerk of the Trust dated July 30, 2014 certifying to resolutions adopted by the Trustees of the Trust terminating Micro Cap Fund as a separate series of beneficial interests of the Trust and the separate classes of beneficial interests of the Micro Cap Fund (xxiv) |
(9) | Certificate of the Clerk of the Trust dated May 31, 2013 certifying to resolutions adopted by the Trustees of the Trust designating the creation of a new series of shares of beneficial interests in the Trust, such series to be called Pear Tree PanAgora Risk Parity Emerging Markets Fund (the “Risk Parity Fund”) (xxiv) |
(10) | Certificate of the Clerk of the Trust dated January 1, 2015 (xxv) |
(11) | Certificate of the Clerk of the Trust dated November 16, 2018 certifying to certain resolutions adopted by the Trustees of the Trust terminating Risk Parity Fund as a separate series of beneficial interests of the Trust and the separate classes of beneficial interests of Risk Parity Fund (xxxiv) |
(12) | Certificate of the Clerk of the Trust dated November 16, 2018 certifying to certain resolutions adopted by the Trustees of the Trust designating the creation of a new series of shares of beneficial interests in the Trust, such series to be called Pear Tree PNC International Small Cap Fund (xxxiv) |
(13) | Certificate of the Clerk of the Trust dated November 16, 2018 certifying to certain resolutions adopted by the Trustees of the Trust re-designating Pear Tree PanAgora Emerging Markets Fund, a series of the Trust, as “Pear Tree Axiom Emerging Markets World Equity Fund” * |
(14) | Certificate of the Clerk of the Trust dated October 31, 2019 certifying to certain resolutions adopted by the Trustees of the Trust re-designating Pear Tree PNC International Small Cap Fund, a series of the Trust, as “Pear Tree Polaris International Opportunities Fund” * |
(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 known as Pear Tree Advisors, Inc., the “Manager”) dated May 1, 2008 (x) |
a. | Pear Tree Quality Fund Management Fee Waiver dated May 17, 2012 (xix) |
b. | Pear Tree Quality Fund Fee Waiver and Expense Reimbursement Agreement dated May 17, 2012 (xix) |
c. | Pear Tree Quality Fund Fee Waiver dated as of August 1, 2013 (xxii) |
d. | Amended and Restated Pear Tree Quality Fund Management Fee Waiver dated as of December 1, 2013 (xxiv) |
e. | Second Amended and Restated Pear Tree Quality Fund Management Fee Waiver dated as of February 6, 2014 (xxiv) |
f. | Pear Tree Quality Fund Third Amended and Restated Management Fee Waiver as of July 24, 2014 (xxiv) |
g. | Pear Tree Quality Fund Fourth Amended and Restated Management Fee Waiver as of May 13, 2015 (xxv) |
h. | Pear Tree Quality Fund Fifth Amended and Restated Management Fee Waiver as of May 11, 2016 (xxvii) |
i. | Pear Tree PanAgora Emerging Markets Fund Management Fee Waiver as of February 4, 2016 (xxviii) |
j. | Pear Tree PanAgora Emerging Markets Fund Second Amended and Restated Management Fee Waiver as of May 11, 2016 (xxvii) |
k. | Pear Tree Quality Fund Sixth Amended and Restated Management Fee Waiver as of February 1, 2017 (xxix) |
l. | Pear Tree PanAgora Emerging Markets Fund First Amended and Restated Management Fee Waiver as of February 1, 2017 (xxix) |
m. | Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund Management Fee Waiver and Sub-Advisory Fee Waiver as of March 31, 2017 (xxx) |
n. | Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund Management Fee Waiver and Sub-Advisory Fee Waiver as of April 23, 2018 (xxxi) |
o. | Pear Tree PanAgora Emerging Markets Fund Management Fee Waiver as of May 16, 2018 (xxxi) |
p. | Pear Tree Quality Fund Seventh Amended and Restated Management Fee Waiver as of May 16, 2018 (xxxi) |
q. | Expense Reimbursement Agreement as of November 6, 2018 (xxxiii) |
r. | Schedule I to Amended and Restated Management Contract dated as of May 1, 2008 amended March 25, 2019 (xxxv) |
s. | Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund Management Fee Waiver and Sub-Advisory Fee Waiver as of August 1, 2019 (xxxv) |
t. | Pear Tree Axiom Emerging Markets World Equity Fund Management Fee Waiver as of August 1, 2019 (xxxv) |
u. | Pear Tree Quality Fund Eighth Amended and Restated Management Fee Waiver as of August 1, 2019 (xxxv) |
v. | Pear Tree Advisors Expense Limitation Agreement as of August 1, 2019 (xxxv) |
w. | Ninth Amended and Restated Management Fee Waiver Agreement dated November 15, 2019 (relating to Pear Tree Quality Fund) * |
x. | Management Fee Waiver Agreement dated November 15, 2019 (relating to Pear Tree Axiom Emerging Markets World Equity Fund) * |
y. | Second Amended and Restated Expense Limitation Agreement dated November 15, 2019 (relating to Pear Tree Axiom Emerging Markets World Equity Fund and Pear Tree Polaris Foreign Value Fund) * |
z. | Management Fee Waiver/Sub-Advisory Fee Waiver dated November 15, 2019 (Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund) * |
(2) | 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 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 (xix) |
(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) (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 Management, 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 Emerging Markets Fund dated February 1, 2012 (xix) |
(15) | Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Risk Parity Emerging Markets Fund dated June 4, 2013 (xxi) |
(16) | Interim Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Emerging Markets Fund dated October 22, 2013 (xxiv) |
(17) | Interim Sub-Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Risk Parity Emerging Markets Fund dated October 22, 2013 (xxiv) |
(18) | Advisory Contact between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Emerging Markets Fund dated November 7, 2013 (xxiv) |
(19) | Sub-Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Risk Parity Emerging Markets Fund dated November 7, 2013 (xxiv) |
(20) | Sub-Advisory Contract between the Manager and Polaris Capital Management, LLC relating to Pear Tree Polaris Small Cap Fund dated October 30, 2014 (xxv) |
(21) | Sub-Advisory Contract between the Manager and Chartwell Investment Partners, LLC relating to Pear Tree Quality Fund dated February 15, 2018 (xxxi) |
(22) | Amendment No. 1 to Sub-Advisory Contract between the Manager and Chartwell Investment Partners, LLC relating to Pear Tree Quality Fund dated December 1, 2018 (xxxiv) |
(23) | Sub-Advisory Contract between the Manager and Axiom International Investors LLC relating to Pear Tree Axiom Emerging Markets World Equity Fund dated December 7, 2018 (xxxiv) |
(24) | Sub-Advisory Contract between the Manager and PNC Capital Advisors, LLC relating to Pear Tree PNC International Small Cap Fund dated December 10, 2018 (xxxiv) |
(25) | Sub-Advisory Contract between the Manager and Polaris Capital Management, LLC relating to Pear Tree Polaris International Opportunities Fund (formerly Pear Tree PNC International Small Cap Fund) dated November 15, 2019 * |
(e) | (1) | Restated Distribution Agreement Dated May 1, 2008, (includes 12b-1 Plan) (x) |
a. | Amendment dated November 30, 2017 to Restated Distribution Agreement Dated May 1, 2008 (xxix) |
(2) | Form of Specimen Selling Group Agreement (viii) |
(3) | Form of Specimen Selling Group Agreement (xxiv) |
(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) |
a. | Pear Tree Polaris Small Cap Fund, Pear Tree Polaris Foreign Value Fund, and Pear Tree Polaris Foreign Value Small Cap Fund Transfer Agent Fee Waiver as of March 31, 2017 (xxx) |
b. | Pear Tree Quality Fund, Pear Tree PanAgora Emerging Markets Fund, and Pear Tree PanAgora Risk Parity Emerging Markets Fund Transfer Agent Fee Waiver, as of June 1, 2017 (xxx) |
c. | Transfer Agent Fee Waiver as of May 16, 2018 (xxxi) |
d. | Transfer Agent Fee Waiver as of October 19, 2018 (xxxiv) |
e | Transfer Agent Fee Waiver as of January 15, 2019 (xxxv) |
f. | Transfer Agent Fee Waiver as of August 1, 2019 (xxxv) |
g. | Transfer Agent Fee Waiver Agreement as of November 14, 2019 (relating to All Funds) * |
(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 (xix) |
(6) | Amendment dated January 27, 2011 to Amended and Restated Transfer Agent and Service Agreement (xix) |
(7) | Amendment dated August 1, 2011 to Amended and Restated Transfer Agent and Service Agreement (xix) |
(8) | Amendment dated November 30, 2017 to Amended and Restated Transfer Agent and Service Agreement, as amended (xxix) |
(i) | (1) | Opinion of McLaughlin & Hunt LLP dated July 31, 2012 (Pear Tree Columbia Micro Cap Fund) (xx) |
(2) | Opinion of Nutter, McClennen & Fish, LLP dated June 5, 2013 (Pear Tree PanAgora Risk Parity Emerging Markets Fund) (xxi) |
(3) | Consent of Nutter, McClennen & Fish, LLP dated June 5, 2013 (485(b) filing) (xxi) |
(4) | Consent of Nutter, McClennen and Fish, LLP dated July 31, 2013 (485(b) filing) (xxii) |
(5) | Consent of Nutter, McClennen and Fish, LLP dated July 31, 2014 (485(b) filing) (xxiv) |
(6) | Consent of Nutter, McClennen and Fish, LLP dated July 31, 2015 (485(b) filing) (xxvi) |
(7) | Consent of Sullivan & Worcester LLP dated July 29, 2016 (485(b) filing) (xxviii) |
(8) | Consent of Sullivan & Worcester LLP dated February 2, 2017 (485(b) filing) (xxix) |
(9) | Consent of Sullivan & Worcester LLP dated August 1, 2017 (485(b) filing) (xxx) |
(10) | Consent of Sullivan & Worcester LLP dated August 1, 2018 (485(b) filing) (xxxi) |
(11) | Opinion of Sullivan & Worcester LLP dated November 16, 2018 (Pear Tree PNC International Small Cap Fund) (xxxiii) |
(12) | Consent of Sullivan & Worcester LLP dated January 31, 2019 (485(b) filing) (xxxiv) |
(13) | Consent of Sullivan & Worcester LLP dated August 1, 2019 (485(b) filing) (xxxvi) |
(14) | Consent of Sullivan & Worcester LLP dated November 15, 2019 (485(b) filing) * |
(j) | (1) | Consent of Tait, Weller & Baker LLP dated July 31, 2012 (xx) |
(2) | Consent of Tait, Weller & Baker LLP dated June 4, 2013 (xxi) |
(3) | Consent of Tait, Weller & Baker LLP dated July 31, 2013 (xxii) |
(4) | Consent of Tait, Weller & Baker LLP dated July 29, 2014 (xxiv) |
(5) | Consent of Tait, Weller & Baker LLP dated July 31, 2015 (xxvi) |
(6) | Consent of Tait, Weller & Baker LLP dated August 1, 2016 (xxviii) |
(7) | Consent of Tait, Weller & Baker LLP dated January 31, 2017 (xxix) |
(8) | Consent of Tait, Weller & Baker LLP dated July 31, 2017 (xxx) |
(9) | Consent of Tait, Weller & Baker LLP dated August 1, 2018 (xxxi) |
(10) | Consent of Tait, Weller & Baker LLP dated August 1, 2019 (xxxvi) |
(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) | (1) | Multiple Class Plan Pursuant to Rule 18f-3 (xx) |
(2) | Amended and Restated Multiple Class Plan (xxix) |
(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(xix) |
(f) | Dated July 26, 2012 (xx) |
(2) | Code of Ethics - Columbia Partners Dated July 12, 2011 (xviii) |
(3) | Code of Ethics - PanAgora Asset Management, Inc. Dated December 31, 2011 (xix) |
(4) | Code of Ethics - Polaris Capital Management Inc. Dated March 25, 2009 (xiii) |
(a) | Code of Ethics – Polaris Capital Management Inc. Dated April 2013 (xxiv) |
(5) | Code of Ethics - Analytic Investors, LLC Dated September 30, 2005 (ix) |
(6) | Code of Ethics – Chartwell Investment Partners, LLC Dated January 1, 2018 (xxxi) |
(7) | Code of Ethics – PNC Capital Advisors, LLC Dated January 1, 2018 Code of Ethics (xxxiv) |
(8) | Code of Ethics – Axiom International Investors LLC September 1, 2018 (xxxv) |
(q) | (1) | Power of Attorney Dated November 11, 2011(xix) |
(2) | Power of Attorney Dated October 30, 2014 (xxv) |
(3) | Power of Attorney Dated October 19, 2018 (xxxiii) |
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 |
(xix) | Previously filed with Post-Effective Amendment No. 48 to the Registration Statement June 1, 2012 and incorporated by reference herein |
(xx) | Previously filed with Post-Effective Amendment No. 49 to the Registration Statement August 1, 2012 and incorporated by reference herein |
(xxi) | Previously filed with Post-Effective Amendment No. 51 to the Registration Statement June 5, 2013 and incorporated by reference herein |
(xxii) | Previously filed with Post-Effective Amendment No. 52 to the Registration Statement August 1, 2013 and incorporated by reference herein |
(xxiii) | Previously filed with Post-Effective Amendment No. 53 to the Registration Statement August 20, 2013 and incorporated by reference herein |
(xxiv) | Previously filed with Post-Effective Amendment No. 54 to the Registration Statement July 31, 2014 and incorporated by reference herein |
(xxv) | Previously filed with Post-Effective Amendment No. 55 to the Registration Statement May 29, 2015 and incorporated by reference herein |
(xxvi) | Previously filed with Post-Effective Amendment No. 56 to the Registration Statement July 31, 2015 and incorporated by reference herein |
(xxvii) | Previously filed with Post-Effective Amendment No. 57 to the Registration Statement June 2, 2016 and incorporated by reference herein |
(xxviii) | Previously filed with Post-Effective Amendment No. 59 to the Registration Statement August 1, 2016 and incorporated by reference herein |
(xxix) | Previously filed with Post-Effective Amendment No. 61 to the Registration Statement February 6, 2017 and incorporated by reference herein |
(xxx) | Previously filed with Post-Effective Amendment No. 63 to the Registration Statement August 1, 2017 and incorporated by reference herein |
(xxxi) | Previously filed with Post-Effective Amendment No. 64 to the Registration Statement June 1, 2018 and incorporated by reference herein |
(xxxii) | Previously filed with Post-Effective Amendment No. 65 to the Registration Statement August 1, 2018 and incorporated by reference herein |
(xxxiii) | Previously filed with Post-Effective Amendment No. 66 to the Registration Statement November 16, 2018 and incorporated by reference herein |
(xxxiv) | Previously filed with Post-Effective Amendment No. 67 to the Registration Statement January 31, 2019 and incorporated by reference herein |
(xxxv) | Previously filed with Post-Effective Amendment No. 68 to the Registration Statement May 31, 2019 and incorporated by reference herein |
(xxxvi) | Previously filed with Post-Effective Amendment No. 69 to the Registration Statement August 1, 2019 and incorporated by reference herein |
* | Filed herewith |
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.
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 officers of the Registrant’s principal underwriter are: |
Name | Positions and Offices with Underwriter | Positions and Offices with Registrant | ||
Deborah A. Kessinger | President and Chief Compliance Officer | Chief Compliance Officer and Assistant Clerk | ||
Leon Okurowski | Vice President, Clerk and Director | Vice President and Treasurer | ||
Willard L. Umphrey | Director and Treasurer | 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
Chartwell Investment Partners, LLC
1205 Westlakes Drive, Suite 100
Berwyn, Pennsylvania 19312
Polaris Capital Management, LLC
121 High Street
Boston, Massachusetts 02110
PanAgora Asset Management, LLC
470 Atlantic Avenue, 8th Floor
Boston, Massachusetts 02110
Columbia Partners, L.L.C., Investment Management
5425 Wisconsin Avenue, Suite 700
Chevy Chase, Maryland 20815
PNC Capital Advisors, LLC
One East Pratt Street, 5th Floor – East
Baltimore, Maryland 21202
Axiom International Investors LLC
33 Benedict Place
Greenwich, Connecticut 06830
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 certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement under rule 485(b) under the Securities Act and 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 15th day of November 2019.
Pear Tree Funds | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
By: | /s/ Leon Okurowski | |
Leon Okurowski, Treasurer |
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 15th day of November 2019.
/s/ Robert M. Armstrong | * | November 15, 2019 | |
Trustee | Date | ||
/s/ John M. Bulbrook | * | November 15, 2019 | |
Trustee | Date | ||
/s/ William H. Dunlap | * | November 15, 2019 | |
Trustee | Date | ||
/s/ Clinton S. Marshall | * | November 15, 2019 | |
Trustee | Date | ||
/s/ Willard L. Umphrey | * | November 15, 2019 | |
Trustee | Date | ||
*By: | /s/ Willard L. Umphrey | November 15, 2019 | |
Willard L. Umphrey | Date | ||
Attorney-in-Fact |
List of Exhibits Filed with this Amendment
Exhibit 28(a)(13)
CLERK’S CERTIFICATE
The undersigned certifies that he is the Assistant Clerk of Pear Tree Funds, a voluntary association with transferrable shares organized under the laws of the Commonwealth of Massachusetts (the “Trust"), and that, as such, he is qualified to execute this Certificate. The undersigned further certifies that attached hereto as Exhibit A is a true and complete copy of the resolutions of the Trustees of the Trust duly adopted at a Special Meeting of the Trustees duly called and held on November 16, 2018 at which a quorum was present and acting throughout, and said resolutions have not been revoked, revised or amended, and are on the date hereof, still in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this certificate this 16th day of November 2018.
By: | /s/ John Hunt | |
John Hunt, Assistant Clerk |
EXHIBIT A
Certain Resolutions of the Trustees of Pear Tree Funds
Approval to Change the Name of Pear Tree PanAgora Emerging Markets Fund to “Pear Tree Axiom Emerging Markets World Equity Fund”
WHEREAS, Article IX, Section 7 of the Second Amended and Restated Declaration of Trust of the Trust dated May 26, 2011 (the “Declaration of Trust”) authorizes the Trustees of the Trust to change the name of the Trust, and by extension, the name of each separate series of the Trust; and
WHEREAS, the Manager has recommended to the Trustees that effective concurrently with the effectiveness of the Proposed Axiom Sub-Advisory Agreement the name of Emerging Markets Fund be changed to “Pear Tree Axiom Emerging Markets World Equity Fund”; and
WHEREAS, the Trustees have determined based in part on the recommendation of the Manager that it is in the best interests of Emerging Markets Fund and its shareholders that the name of Emerging Markets Fund be change as recommended; it is therefore
RESOLVED, that, effectively concurrently with the effectiveness of the Proposed Axiom Sub-Advisory Agreement, the name of Emerging Markets Fund be changed to “Pear Tree Axiom Emerging Markets World Equity Fund” immediately, the change of World Equity Fund reflected above, is hereby approved; and it is
FURTHER RESOLVED, that the officers of the Trust be, and each of them hereby is, individually or collectively, authorized and directed in the name and on behalf of the Trust to prepare with the advice of counsel, execute (if necessary or appropriate) and file with the SEC copies of supplements to the Trust’s summary prospectus, statutory prospectus and statement of additional information, including any necessary or proper amendments to the Trust’s Registration Statement on Form N-1A, as well as make any filing with the Secretary of the Commonwealth of Massachusetts and any subdivision thereof that any of such officers determines to be necessary or appropriate, to reflect such change to the name of Emerging Markets Fund.
Exhibit 28(a)(14)
CLERK’S CERTIFICATE
The undersigned certifies that he is the Assistant Clerk of Pear Tree Funds, a voluntary association with transferrable shares organized under the laws of the Commonwealth of Massachusetts (the “Trust"), and that, as such, he is qualified to execute this Certificate. The undersigned further certifies that attached hereto as Exhibit A is a true and complete copy of the resolutions of the Trustees of the Trust duly adopted at a Meeting of the Trustees duly called and held on October 31, 2019 at which a quorum was present and acting throughout, and said resolutions have not been revoked, revised or amended, and are on the date hereof, still in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this certificate this 31st day of October 2019.
By: | /s/ John Hunt | |
John Hunt, Assistant Clerk |
EXHIBIT A
Certain Resolutions of the Trustees of Pear Tree Funds
Approval to Change the Name of Pear Tree PNC International Small Cap Fund to “Pear Tree Polaris International Opportunities Fund”
WHEREAS, Article IX, Section 7 of the Second Amended and Restated Declaration of Trust of the Trust dated May 26, 2011 (the “Declaration of Trust”) authorizes the Trustees of the Trust to change the name of the Trust, and by extension, the name of each separate series of the Trust; and
WHEREAS, the Manager has recommended to the Trustees that effective concurrently with the effectiveness of the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) between Pear Tree Advisors, Inc. (the “Manager”) and Polaris Capital Management, LLC (“Polaris”) relating to Pear Tree PNC International Small Cap Fund, the name of Pear Tree PNC International Small Cap Fund be changed to “Pear Tree Polaris International Opportunities Fund”; and
WHEREAS, the Trustees have determined based in part on the recommendation of the Manager that it is in the best interests of Pear Tree PNC International Small Cap Fund and its shareholders that the name of such fund be changed as recommended; it is therefore
RESOLVED, that, effective concurrently with the effectiveness of the Sub-Advisory Agreement, the change of the name of Pear Tree PNC International Small Cap Fund to “Pear Tree Polaris International Opportunities Fund” is hereby approved; and it is
FURTHER RESOLVED, that the officers of the Trust be, and each of them hereby is, individually or collectively, authorized and directed in the name and on behalf of the Trust to prepare with the advice of counsel, execute (if necessary or appropriate) and file with the SEC copies of supplements to the Trust’s summary prospectus, statutory prospectus and statement of additional information, including any necessary or proper amendments to the Trust’s Registration Statement on Form N-1A, as well as make any filing with the Secretary of the Commonwealth of Massachusetts and any subdivision thereof that any of such officers determines to be necessary or appropriate, to reflect such change to the name of Pear Tree PNC International Small Cap Fund.
Exhibit 28(d)(1)w
PEAR TREE QUALITY FUND
NINTH AMENDED AND RESTATED MANAGEMENT FEE WAIVER Agreement
Pear Tree Advisors, Inc. (the “Manager”) serves as the investment manager to Pear Tree Quality Fund (the “Fund”), a series of Pear Tree Funds (the “Trust”), pursuant to the Amended and Restated Management Contract dated May 1, 2008, as amended (the “Management Contract”), between the Manager and the Trust.
At such time as the Trustees of the Trust (the “Trustees”) approve this Ninth Amended and Restated Management Fee Waiver, the Manager hereby agrees for the period November 15, 2019 through November 14, 2020 (the “Waiver Period”) to waive such portion of the management fees that it would otherwise receive under the Management Contract for serving as investment manager to the Fund, such that the aggregate management fee that the Manager would receive during the Waiver Period for serving as the investment manager of the Fund would be calculated using (a) an annual rate of 0.75 percent for the first $125 million of the Fund’s Net Assets (as such term is defined in the Management Contract), and (b) an annual rate of 0.50 percent for Fund Net Assets in excess of $125 million.
This Ninth Amended and Restated Management Fee Waiver Agreement only may be rescinded, amended or modified at such time and on such terms as may be determined by the Trustees, including a majority of those Trustees who are not “interested persons” of the Trust, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. This Ninth Amended and Restated Management Fee Waiver Agreement replaces in all respects the Eighth Amended and Restated Management Fee Waiver Agreement currently in effect as of the date hereof.
PEAR TREE ADVISORS, INC. | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 | ||
Agreed and Accepted: | ||
PEAR TREE FUNDS | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 |
Exhibit 28(d)(1)x
PEAR TREE AXIOM EMERGING MARKETS WORLD EQUITY FUND
MANAGEMENT FEE WAIVER Agreement
Pear Tree Advisors, Inc. (the “Manager”) serves as the investment manager to Pear Tree Axiom Emerging Markets World Equity Fund (the “Fund”), a series of Pear Tree Funds (the “Trust”), pursuant to the Amended and Restated Management Contract dated May 1, 2008, as amended (the “Management Contract”), between the Manager and the Trust.
At such time as the Trustees of the Trust (the “Trustees”) approve this Management Fee Waiver, the Manager hereby agrees for the period November 15, 2019 through November 14, 2020 (the “Waiver Period”) to waive such portion of the management fees that it would otherwise receive under the Management Contract for serving as investment manager to the Fund, such that the aggregate management fee that the Manager would receive during the Waiver Period for serving as the investment manager of the Fund would be calculated using (a) an annual rate of 0.78 percent if the Fund’s Net Assets (as such term is defined in the Management Contract) are up to $300 million, and (b) an annual rate of 0.83 percent for Fund Net Assets between $300 million and $600 million, and (c) an annual rate of 0.88 percent for Fund Net Assets in excess of $600 million.
This Management Fee Waiver Agreement only may be rescinded, amended or modified at such time and on such terms as may be determined by the Trustees, including a majority of those Trustees who are not “interested persons” of the Trust, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. This Management Fee Waiver Agreement replaces in all respects the Management Fee Waiver Agreement currently in effect as of the date hereof.
PEAR TREE ADVISORS, INC. | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 | ||
Agreed and Accepted: | ||
PEAR TREE FUNDS | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 |
Exhibit 28(d)(1)y
PEAR TREE FUNDS
SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Pear Tree Advisors, Inc. (the “Manager”) serves as the investment manager to those separate series of Pear Tree Funds (the “Trust”), pursuant to the Amended and Restated Management Contract dated May 1, 2008, as amended (the “Management Contract”), between the Manager and the Trust.
With respect to those separate series of the Trust identified on Schedule A (each, a “Fund”), for the period November 15, 2019, through November 14, 2020 (the “Reimbursement Period”), the Manager shall reimburse a Fund its expenses to the extent necessary for the Fund to maintain the total net annual operating expenses (other than “extraordinary expenses” as defined in Form N-1A, Item 3, Instruction 3(c)(ii)) specified for the class of shares of the Fund listed on Schedule A.
Any amounts reimbursed a Fund by the Manager, as required under the terms of this Agreement, are not subject to recoupment by the Manager.
This Expense Limitation Agreement only may be rescinded, amended or modified, and the Reimbursement Period terminated, in whole or in part, without further obligation by the Manager at such time and on such terms as may be determined by the Trustees, including a majority of those Trustees who are not “interested persons” of the Trust, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Notwithstanding the foregoing, this Expense Limitation Agreement shall terminate immediately with respect to any Fund if the Management Contract is terminated with respect to such Fund. This Expense Limitation Agreement replaces in all respects the Amended and Restated Expense Limitation Agreement currently in effect as of the date hereof.
PEAR TREE ADVISORS, INC. | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 | ||
Agreed and Accepted: | ||
PEAR TREE FUNDS | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 |
Exhibit 28(d)(1)y
SCHEDULE A
Fund Name |
Ordinary Shares
(% of net assets) |
Institutional Shares
(% of net assets) |
R6 Shares
(% of net assets) |
Pear Tree Polaris Foreign Value Fund | N/A | N/A | 0.94 |
Pear Tree Axiom Emerging Markets World Equity Fund | N/A | N/A | 0.99 |
Exhibit 28(d)(1)z
PEAR TREE POLARIS FOREIGN VALUE FUND
PEAR TREE POLARIS FOREIGN VALUE SMALL CAP FUND
MANAGEMENT FEE WAIVER
SUB-ADVISORY FEE WAIVER
Pear Tree Advisors, Inc. (the “Manager”) serves as the investment manager to each of Pear Tree Polaris Foreign Value Fund (“Foreign Value Fund”) and Pear Tree Polaris Foreign Value Small Cap Fund (“Foreign Value Small Cap Fund,” and together with Foreign Value Fund, the “Funds”), series of Pear Tree Funds (the “Trust”), pursuant to the Amended and Restated Management Contract dated May 1, 2008, as amended (the “Management Contract”), between the Manager and the Trust. Polaris Capital Management, LLC (“Polaris”) serves as the investment sub-adviser to Foreign Value Fund pursuant to an Advisory Contract dated October 5, 1999 (the “FV Advisory Contract”) between the Manager and Polaris and serves as the investment sub-adviser to Foreign Value Small Cap Fund pursuant to an Advisory Contract dated May 1, 2008 (the “FVSC Advisory Contract”) between the Manager and Polaris.
With respect to each Fund, the Manager hereby agrees for the period November 15, 2019 through November 14, 2020 (the “Waiver Period”) to waive such portion of the management fees that the Manager would otherwise receive under the Management Contract for serving as investment manager to the Fund such that the aggregate management fee that the Manager would receive during the Waiver Period for serving as the investment manager of the Fund would be calculated using an annual rate of 0.90 percent of the Fund’s Net Assets, as such term is defined in the Management Contract.
With respect to each Fund, Polaris hereby agrees for the Waiver Period or until the Trustees terminate the obligations of the Manager under this Waiver Obligation, whichever occurs first, to waive such portion of the sub-advisory fees that it would otherwise receive under the FV Advisory Contract or the FVSC Advisory Contract, as the case may be, for serving as the sub-adviser to the Fund, such that the aggregate sub-advisory fee that Polaris would receive during the Waiver Period for serving as the sub-adviser of the Fund would be calculated using an annual rate of 0.30 percent of the first $35 million of the Fund’s aggregate average daily total net assets; 0.35 percent of amounts in excess of $35 million but less than $200 million of the Fund’s aggregate average daily total net assets; and 0.45 percent of assets in excess of $200 million of the Fund’s aggregate average daily total net assets.
Except as provided in the immediately preceding paragraph, this Waiver Obligation only may be rescinded, amended or modified, and the Waiver Period terminated, in whole or in part, without further obligation by the Manager or Polaris at such time and on such terms as may be determined by the Trustees, including a majority of those Trustees who are not “interested persons” of the Trust, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. This Waiver Obligation replaces in all respects the Waiver Obligation currently in effect as of the date hereof.
Exhibit 28(d)(1)z
PEAR TREE ADVISORS, INC. | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
POLARIS CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Bernard R. Horn, Jr. | |
Bernard R. Horn, Jr., President | ||
Agreed and Accepted: | ||
PEAR TREE FUNDS | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 |
Exhibit 28(h)(1)g
PEAR TREE FUNDS
TRANSFER AGENT FEE WAIVER Agreement
Pear Tree Advisors, Inc. (the “Transfer Agent”) serves as the transfer agent for each of the separate series of Pear Tree Funds (the “Trust”) included on Appendix A hereto (each, a “Fund”) pursuant to the Amended and Restated Transfer Agent and Service Agreement dated May 1, 2008, as amended (the “Transfer Agreement”), between the Transfer Agent and the Trust.
With respect to each Fund, the Transfer Agent hereby agrees for the period November 15, 2019 through November 14, 2020 (the “Waiver Period”) to waive such portion of the fees that the Transfer Agent would otherwise receive under the Transfer Agreement for serving as transfer agent to the Fund such that the aggregate transfer agent fee with respect to Institutional Shares of the Fund that the Transfer Agent would receive during the Waiver Period would be calculated using an annual rate of 0.04 percent of the Fund’s net asset value attributable to Institutional Shares. The aggregate transfer agent annual fee rates with respect to Ordinary Shares and R6 Shares, if any, of the Funds remain unchanged.
This Transfer Agent Fee Waiver Agreement only may be rescinded, amended or modified, and the Waiver Period terminated, in whole or in part, without further obligation by the Transfer Agent at such time and on such terms as may be determined by the Trustees, including a majority of those Trustees who are not “interested persons” of the Trust, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. This Transfer Agent Fee Waiver Agreement replaces in all respects the Transfer Agent Fee Waiver Agreement currently in effect as of the date hereof.
PEAR TREE ADVISORS, INC. | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Agreed and Accepted: | ||
PEAR TREE FUNDS | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey, President | ||
Date: November 15, 2019 |
Exhibit 28(h)(1)g
Appendix A
List of Pear Tree Funds Subject to this Agreement
Pear Tree Polaris Small Cap Fund
Pear Tree Quality Fund
Pear Tree Axiom Emerging Markets World Equity Fund
Pear Tree Polaris International Opportunities Fund
Pear Tree Polaris Foreign Value Fund
Pear Tree Polaris Foreign Value Small Cap Fund
Exhibit 99.28(i)(14)
John Hunt
Partner
+1 617 338 2961
jhunt@sullivanlaw.com
November 15, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: | Pear Tree Fund |
Post-Effective Amendment No. 71 to the Registration Statement on Form N-1A File Nos. 333-102055 and 811-03790 |
Ladies and Gentlemen:
We understand that Pear Tree Funds (the “Registrant”) has enclosed herewith for filing electronically with the Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “Securities Act”), Post-Effective Amendment No. 71 (the “Amendment”) to the Registration Statement on Form N-1A of the Registrant (the “Registration Statement”), together with the exhibits indicated as being filed therewith.
As indicated on the cover page of the Amendment, the Amendment is to become effective immediately pursuant to paragraph (b) of Rule 485 under the Securities Act.
The Amendment is being filed, among other things, to reflect the change in the name of one of the separate series of the Trust, as well as the changes of its sub-adviser and investment strategy. The Amendment also includes changes as discussed with the Staff of the Commission and which are described in our letter to the Staff dated November 15, 2019. Our review of the Amendment has not revealed any disclosure that would render it ineligible to become effective pursuant to Rule 485(b).
Please call John Hunt at (617) 338-2961 if you have any question.
Very truly yours,
/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP
JH/hex
Exhibit 28(d)(25)
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement (this “Agreement”) is dated November 15, 2019 by and between PEAR TREE ADVISORS, INC., a Delaware corporation (the “Manager”), and POLARIS CAPITAL MANAGEMENT, LLC, a Massachusetts limited liability company (the “Sub-Adviser”).
WHEREAS, the Manager has been retained by Pear Tree Funds (the “Trust”), a Massachusetts business trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), to provide investment advisory, management, and administrative services to the Trust with respect to certain series of the Trust; and
WHEREAS, the Manager wishes to engage the Sub-Adviser to provide certain investment sub-advisory services to the Trust with respect to the series of the Trust designated as Pear Tree Polaris International Opportunities Fund (the “Fund”), and the Sub-Adviser is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. Appointment and Acceptance; Services to be Rendered by Sub-Adviser
(a) In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Sub-Adviser to act as Sub-Adviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and shall render the services herein set forth for the compensation herein provided.
(b) The Manager shall cause the Sub-Adviser to be kept fully informed at all times with regard to the securities and other financial instruments owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Sub-Adviser with such other documents and information with regard to the Fund’s affairs as the Sub-Adviser may from time to time reasonably request.
(c) Subject always to the supervision of the trustees of the Trust (the “Trustees”) and the Manager, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund. In furnishing such investment program, the Sub-Adviser will have full investment discretion with respect to the assets allocated by the Manager to determine what securities and other financial instruments shall be purchased, held, sold or exchanged by the Fund and, subject to the direction provided by the Manager, what portion, if any, of the assets of the Fund shall be held un-invested, and shall, on behalf of the Fund, make changes in the Fund’s investments. In the performance of its duties hereunder, the Sub-Adviser will comply with the provisions of the Second Amended and Restated Agreement and Declaration of Trust and the By-Laws of the Trust, each as amended (together, the “Governing Documents”), and the stated investment objectives, policies and restrictions of the Fund as set forth in the Trust’s then-current Prospectus and Statement of Additional Information relating to the Fund (together, the “Offering Documents”) describing certain information about the Fund, and with other written policies that the Trustees and/or the Manager may from time-to-time determine and of which the Sub-Adviser has received adequate 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 Sub-Adviser shall (i) comply in all material respects with all provisions of applicable law governing its duties and responsibilities hereunder, including the 1940 Act, the Investment Advisers Act of 1940, as amended, the Internal Revenue Code of 1986, as amended (the “Code”), as it relates to regulated investment companies, the Insider Trading and Securities Fraud Enforcement Act of 1988, as amended, and such other laws as may be applicable to the Trust, the Fund, and/or the Sub-Adviser in its capacity as an investment sub-adviser to the Fund; and (ii) manage the Fund’s portfolio so that the Fund will qualify, and continue to qualify, as a regulated investment company under subchapter M of the Code.
1
Exhibit 28(d)(25)
(d) The Sub-Adviser, at its expense, will (i) furnish all necessary investment and management facilities, including salaries of personnel, required for it to perform its duties hereunder, (ii) keep records relating to the purchase, sale or current status of portfolio securities, (iii) provide clerical personnel and equipment necessary for the efficient rendering of investment advice to the Fund, (iv) upon reasonable notice, review written references to the Sub-Adviser or its methodology, whether in the Offering Documents, sales material or otherwise, (v) furnish to the Trustees and the Manager such reports and records regarding the Fund and the Sub-Adviser as the Trustees or the Manager shall from time to time request, and (vi) make its officers and employees available to the Manager and/or Trustees at such time or times reasonably requested by the Trustees and/or the Manager to review the Fund’s investment performance and investment policies, as well as to discuss and consult with the Trustees and/or the Manager regarding the investment affairs of the Fund.
(e) The Sub-Adviser will select those brokers and dealers through which all orders for the purchase and sale of portfolio investments for the Fund’s account will be placed. The Sub-Adviser shall not be responsible for any loss caused by a broker or dealer selected by the Sub-Adviser to effect any order for the Fund provided that such selection was reasonable. In addition, in the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser 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 in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including 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 Section 28(e) as well as such written policies as the Trustees or the Manager may determine, and of which the Sub-Adviser has received adequate notice, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement 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 Sub-Adviser 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, provided that the Sub-Adviser 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 Sub-Adviser’s and/or Manager’s overall responsibilities with respect to the Trust and to other clients as to which the Sub-Adviser and/or Manager or persons controlled by or under common control with the Sub-Adviser and/or Manager exercise investment discretion.
2
Exhibit 28(d)(25)
(f) Subject to paragraph (e) above, the Manager authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Sub-Adviser will not deal with itself, or with the Trustees or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Sub-Adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Sub-Adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and the Sub-Adviser will comply with all other provisions of the Governing Documents and the Fund’s then-current Offering Documents relative to the Sub-Adviser and its directors and officers.
(g) 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 Sub-Adviser shall at no time take custody or physical control of any of the assets of the Fund. The Manager shall cause such custodian to provide the Sub-Adviser with such information and reports concerning the Fund or its assets as the Sub-Adviser may from time to time reasonably request and to accept instructions from the Sub-Adviser with respect to such assets and transactions by the Fund in the performance of the Sub-Adviser’s duties hereunder. The Sub-Adviser shall have no liability or obligation to pay the cost of such custodian or any of its services.
(h) The Sub-Adviser shall hold in confidence (i) all advice or other information provided pursuant to this Agreement by the Sub-Adviser to the Trust, the Fund, the Trustees and/or the Manager and (ii) information received by the Sub-Adviser from the Manager pursuant to this Agreement, except to the extent necessary to comply with the federal and state securities laws and, if practical and on the advice of counsel to the Manager, after notice to the Sub-Adviser, upon order of any court or administrative agency or self-regulatory organization of which the Manager or its affiliates are members. The Manager shall, and shall cause the Trust to, hold in confidence all advice or other information provided pursuant to this Agreement by the Sub-Adviser to the Trust, the Fund, the Trustees and/or the Manager, except to the extent necessary to comply with the federal and state securities laws and, if practical and on the advice of counsel to the Sub-Adviser, after notice to the Manager, upon order of any court or administrative agency or self-regulatory organization of which the Sub-Adviser or its affiliates are members.
(i) Nothing in this Agreement shall obligate the Sub-Adviser to (i) pay any expenses of or for the Fund other than as expressly provided in this Section 1, (ii) determine the Fund’s net asset value or the purchase or sale price of any Fund share, other than to provide reasonable assistance to the Trustees of the Trust or their delegate concerning the values of specific assets and liabilities of the Fund as well as information as to the securities and other financial instruments held in the Fund’s portfolio, (iii) provide shareholder accounting services to the Trust or with respect to the Fund, or (iv) advise the Manager or take any action on behalf of the Manager in any legal proceedings, including bankruptcies or class actions, involving assets held or formerly held by the Fund or the issuers of those securities.
3
Exhibit 28(d)(25)
2. Sub-Adviser Agreements with Other Clients; Effect on the Fund.
(a) The Manager acknowledges that the Sub-Adviser and its affiliates currently perform investment advisory and investment management services for various clients other than the Manager and the Trust. Nothing in this Agreement shall prohibit the Sub-Adviser or any of its affiliates from providing, and continuing to provide, any services for any other person or entity or limit the services which the Sub-Adviser or any such affiliate can provide to any person or entity. Nothing in this Agreement shall prohibit the Sub-Adviser and its affiliates from giving advice and taking 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.
(b) Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other financial instruments which the Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser
(a) The Manager will pay to the Sub-Adviser, as compensation for the Sub-Adviser’s services rendered and for the expenses borne by the Sub-Adviser pursuant to Section 1, a fee (the “Sub-Advisory Fee”), calculated monthly and payable monthly in arrears. The Manager shall direct the Fund to pay the Sub-Adviser the amount of any Sub-Advisory Fee due directly out of the fees that Manager receives from the Fund under the Manager’s investment management agreement with the Trust with respect to the Fund. The Sub-Advisory Fee for a month shall be payable within 30 days after the end of the month, beginning with the first full calendar month that this Agreement is in effect.
(b) The Sub-Advisory Fee payable for a month shall be a percentage of the Fund’s average daily net asset value for that month. The annual percentage rate for a month that shall apply to that portion of the Fund’s average daily net asset value up to $35 million shall be 0.30 percent, to that portion of the Fund’s average daily net asset value that is greater than $35 million but not greater than $200 million, 0.35 percent, and to that portion of the Fund’s average daily net asset value that is more than $200 million, 0.45 percent. The average daily net asset value of the Fund for a month shall be equal to the average of all daily determinations of the Fund’s net asset value during such month. The Fund’s net asset value on a business day shall be determined at the close of business on such day, and for a non-business day, the value shall be equal to the Fund’s net asset value as of the close of business on the immediately preceding business day.
4
Exhibit 28(d)(25)
4. Effectiveness; Termination; Assignment by Sub-Adviser
(a) This Agreement will become effective with respect to the Fund on November 15, 2019, provided that it shall have been approved by the Trustees of the Trust and, if so required by the 1940 Act, by shareholders of the Fund in accordance with the requirements of the 1940 Act.
(b) This Agreement, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund so long as such continuance is specifically approved at least annually by (i) the Trustees or (ii) a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Trustees who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(c) This Agreement is terminable with respect to the Fund without penalty by the Trustees or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Sub-Adviser, or by the Sub-Adviser upon not less than 150 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Sub-Adviser.
(d) This Agreement shall terminate automatically in the event of its assignment by the Sub-Adviser.
(e) The Manager may not assign this Agreement without the express written consent of Sub-Adviser.
5. Amendment
No provision of this Agreement may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No material amendment of the Agreement shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a majority of the outstanding voting securities of the Fund; provided, however, that shareholder approval will not be required for any amendment to this Agreement for so long as the Trust and the Manager may rely on an order from the Securities and Exchange Commission (the “SEC”) that, among other things, permits the Trust and the Manager to enter into the amendment to this Agreement without shareholder approval or which would otherwise permits the Trust and the Manager, singularly or collectively, to enter into the amendment without shareholder approval.
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Exhibit 28(d)(25)
6. Certain Definitions
For the purposes of this Agreement:
(a) The value of the Fund’s “net assets” shall be determined as provided in the Fund’s valuation policies, as well as its then-current Prospectus and Statement of Additional Information;
(b) Except as expressly provided in this Agreement, the terms “assignment,” “control,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order; and
(c) The terms “brokerage services” and “research services” shall be construed in a manner consistent with Section 28(e) of the Exchange Act and the rules and regulations thereunder.
7. Non-Liability of the Sub-Adviser
(a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser, its partners, officers, directors, employees or agents or reckless disregard by the Sub-Adviser of its obligations and duties hereunder, neither the Sub-Adviser nor its officers, directors, employees or agents shall be subject to any liability to the Trust, the Fund, or to the Manager, or to any affiliates, directors, trustees, employees or agents of the Trust, the Fund, or the Manager (collectively, the “Manager’s Affiliates”), or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder.
(b) In connection with the Sub-Adviser’s performance of services under this Agreement, the Sub-Adviser shall not be liable for any error in judgment in connection with any investment decision made by the Manager or any failure by the Sub-Adviser 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.
(c) Nothing contained in this Section 7 or anywhere else in this Agreement shall constitute a waiver or limitation of any rights that the Manager, the Trust or the Fund may have under the federal securities laws or other applicable federal or state laws.
8. Voting of Securities
Unless expressly directed otherwise by the Trustees or the Manager, (a) the Sub-Adviser 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 (b) provided that the Sub-Adviser is voting, or abstaining from voting in accordance with its proxy voting policies, a copy of which has previously been provided to the Manager, the Sub-Adviser 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.
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Exhibit 28(d)(25)
9. Representations and Covenants of the Manager; Manager Indemnification Obligations
(a) The Manager represents and warrants to the Sub-Adviser that (i) it is registered as an investment adviser pursuant to Section 203 of the Advisers Act, (ii) the terms of this Agreement do not violate any obligation by which the Manager is bound, whether arising by contract, operation of law or otherwise, and that the Manager has the power, capacity and authority to enter into this Agreement and to perform in accordance herewith, (iii) it has the power, capacity and authority to cause the Trust to perform such actions as described herein, and (iv) true and complete copies of the Governing Documents and the Offering Documents, including the stated objectives, policies and restrictions of the Fund, have been delivered to the Sub-Adviser. The Manager shall notify the Sub-Adviser promptly if at any time this Agreement is in effect any of these representations and warranties no longer is true and correct in any material respect.
(b) The Manager covenants that it will deliver to the Sub-Adviser true and complete copies of every amendment to the Governing Documents applicable to the Fund as promptly as practicable after the adoption thereof. Notwithstanding any other provision of this Agreement to the contrary, the Sub-Adviser will not be bound by any such amendment until the Sub-Adviser has received a copy thereof and has had a reasonable opportunity to review it. The Manager further covenants on behalf of itself and the Trust that no public reference to, or description of, the Sub-Adviser or its methodology or work shall be made by the Manager or the Trust, whether in the Offering Documents or otherwise, unless the Manager provides the Sub-Adviser with a reasonable opportunity to review any such reference or description prior to the first use of such reference or description.
(c) The Manager shall indemnify and hold harmless the Sub-Adviser, its partners, officers, employees and agents and each person, if any, who controls the Sub-Adviser within the meaning of any applicable law (each, a “Sub-Adviser Indemnified Party”) from and against all losses, claims, damages, liabilities and expenses (including reasonable fees and other expenses of the Sub-Adviser Indemnified Party’s counsel, other than attorneys’ fees and costs in relation to the preparation of this Agreement; 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 Sub-Adviser’s willful misfeasance, bad faith or gross negligence in performing Sub-Adviser’s responsibilities under this Agreement) arising out of or from the Manager’s (or Manager’s Affiliates):
(i) failure to perform its duties and assume its obligations hereunder;
(ii) material breach by the Manager or the Manager’s Affiliates of any representation, warranty, covenant or agreement contained in this Agreement; or
(iii) failure to disclose a material fact, or any omission by the Manager or the Manager’s Affiliate, or, failure to disclose a material fact, in any document relating to the Trust or the Fund; except to the extent caused by (i) the incorporation in any such document of information relating to the Sub-Adviser which is furnished to the Manager in writing by the Sub-Adviser expressly for inclusion in such document; or (ii) the willful misfeasance, bad faith, gross negligence or material breach of this Agreement by one or more of the Sub-Adviser, its partners, officers, directors, employees or agents. With respect to any claim for which a Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination by a court with appropriate jurisdiction that the Sub-Adviser Indemnified Party was not entitled to indemnification hereunder with respect of such claim.
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Exhibit 28(d)(25)
10. Representations and Covenants of the Sub-Adviser; Sub-Adviser Indemnification Obligations
(a) The Sub-Adviser represents and warrants to the Manager that (i) it is registered as an investment adviser pursuant to Section 203 of the Advisers Act, and (ii) the terms of this Agreement 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 Agreement and to perform in accordance herewith. The Sub-Adviser shall notify the Manager promptly if at any time this Agreement is in effect any of these representations and warranties no longer is true and correct in any material respect.
(b) The Sub-Adviser covenants that:
(i) It shall immediately notify the Manager in the event that the Sub-Adviser or any of its affiliates: (A) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment Sub-Adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or any other regulatory authority of or relating in whole or in part to this Agreement, any person identified in the Fund’s prospectus as a portfolio manager of Fund assets, or the Sub-Adviser’s management of Fund assets;
(ii) It shall immediately notify the Manager in the event that the Sub-Adviser knows of any material fact respecting or relating to the Sub-Adviser that is not contained in the Trust’s Offering Documents 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;
(iii) It will maintain such books and records with respect to its services to the Fund as are required under the 1940 Act and rules adopted thereunder (including Rule 31a-1 and Rule 31a-2), and by other applicable legal provisions, and will preserve such records for the periods and in the manner required by the 1940 Act and those rules and legal provisions. The Sub-Adviser acknowledges that records that it maintains and preserves pursuant to pursuant to this Section 10(b)(iii) and otherwise in connection with its services hereunder are the property of the Trust and will be surrendered promptly to the Trust upon the request of the Trust or the Manager;
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Exhibit 28(d)(25)
(iv) It will furnish to regulatory authorities having the requisite authority, subject to limitations for attorney-client privileged materials, any information or reports in connection with its services hereunder that may be requested by such authority;
(v) It will promptly notify the Manager with any amendment to its policies and procedures as well as its code of ethics; and
(vi) It shall provide the Manager each quarter with such information as reasonably requested by the Manager or the Trustees, including periodic representations regarding the compliance of its employees with the Sub-Adviser’s code of ethics governing personal securities transactions.
(c) The Sub-Adviser 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, a “Trust/Manager Indemnified Party”) from and against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees and other expenses of the Trust/Manager Indemnified Party’s counsel, other than attorneys’ fees and costs in relation to the preparation of this Agreement; 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 Agreement) arising from Sub-Adviser’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 Sub-Adviser contained in any registration statement, Offering Document, 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 Sub-Adviser to the Manager, or arising out of a breach by the Sub-Adviser of Section 11 of this Agreement or arising out of the Sub-Adviser’s use the performance track record of the Fund and any other performance related data produced by the Sub-Adviser with respect to the Fund even if the Sub-Adviser’s use of the performance track record is not a breach by the Sub-Adviser of Section 11 of this Agreement. With respect to any claim for which a Trust/Manager Indemnified Party is entitled to indemnity hereunder, the Sub-Adviser shall assume the reasonable expenses and costs (including any reasonable attorneys’ fees and costs) of the Trust/Manager Indemnified Party of investigating and/or defending any claim asserted or threatened by any party, subject always to the Sub-Adviser first receiving a written undertaking from the Trust/Manager Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination by a court with appropriate jurisdiction that the Trust/Manager Indemnified Party was not entitled to indemnification hereunder with respect of such claim.
(d) No party to this agreement shall be liable to any other pursuant to the indemnification provisions of this agreement or otherwise for any special, indirect, incidental, punitive or consequential or similar non-direct damages (including lost profits) that the other party may incur in connection with any breach or alleged breach of this agreement.
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Exhibit 28(d)(25)
11. Use of Name of the Trust, Fund, Sub-Adviser; Use of Fund Performance Record
(a) The Sub-Adviser acknowledges that the name of the Trust, the name of the Fund, the name of the Manager 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 Agreement, the Sub-Adviser may from time to time without the further consent of the Trust or the Manager, identify itself as the investment Sub-Adviser to the Manager with respect to the Fund in any of the Sub-Adviser’s regulatory filings and in written marketing materials used in marketing the investment advisory services of the Sub-Adviser. The Sub-Adviser may not otherwise publish, and may not otherwise use, the name of the Trust, Fund or Manager (as it may be changed from time to time while the Sub-Adviser provides services pursuant to this Agreement) or publish any derivative thereof or logo associated with that name or the name of the Trust, including “Pear Tree Funds®”, Fund or Manager without the express written consent of the Manager. If, at any time, the Trust grants the Sub-Adviser a right or a license to use the registered trademark “Pear Tree Funds” or any other registered trade or service mark of the Trust, the Manager grants the Sub-Adviser a right or a license to use any registered trade or service mark of the Manager, in any written marketing materials or regulatory filings, the Sub-Adviser shall expressly state in writing in such marketing material or regulatory filing that such mark is owned by the Trust, the Manager and/or their affiliates.
(b) The Manager acknowledges for itself and the Trust that “Polaris,” “Polaris Capital Management, LLC” and any derivative thereof or logo associated therewith are the valuable property of the Sub-Adviser and/or one or more of its affiliates, and that Sub-Adviser owns all right, title, and interest in and to any identifiers used by Sub-Adviser in commerce, including, without limitation any trade name, trademark, service mark and other related rights. During the term of this Agreement, the Trust shall have a nonexclusive, non-transferable, non-assignable, royalty-free license to use “Polaris” in the name of the Fund, as well as “Polaris,” “Polaris Capital Management, LLC” or any derivative thereof or logo associated therewith. As between the parties, the Sub-Adviser and its affiliates reserve all right, title and interest in and to the name “Polaris,” “Polaris Capital Management, LLC” (or derivative or logo) and all intellectual property rights associated therewith. The name “Polaris,” “Polaris Capital Management, LLC” (or derivative or logo) is licensed, not sold to Manager. The Manager and the Fund shall cease to use the name “Polaris,” “Polaris Capital Management, LLC” (or derivative or logo) promptly upon termination of this Agreement. The Manager shall not publish, and may not otherwise use, “Polaris,” “Polaris Capital Management, LLC” (or derivative or logo) or any description of the Sub-Adviser and/or its trade or service marks 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 Sub-Adviser; provided, however, that any or all the Trust, the Fund, the Manager or their affiliates may, without the consent of the Sub-Adviser, publish or otherwise utilize “Polaris,” “Polaris Capital Management, LLC” (or derivative or logo) in any Fund Marketing Material if such use is: (i) limited to stating the name of the Fund and/or the identity of the Sub-Adviser as the investment sub-adviser to the Fund, or (ii) 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 (1) the Securities Act of 1933, as amended, and the rules thereunder, (2) the rules of the Financial Industry Regulatory Authority, Inc., or (3) any other applicable law.
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Exhibit 28(d)(25)
(c) All Fund Marketing Materials shall expressly state that the Sub-Adviser is the owner of the registered trademark “Polaris” in language consistent with and substantially similar to the following example:
“Polaris” is a registered trademark of “Polaris Capital Management, LLC”
(d) The Sub-Adviser may use the performance track record of the Fund and any other performance related data produced by the Sub-Adviser 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 Sub-Adviser.
12. Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts without regard to that state’s 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
The Sub-Adviser shall for all purposes of this Agreement 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 Sub-Adviser and shall have no authority to bind the Sub-Adviser.
14. Survival
Sections 1(h), 6, 7, 9(c), 10(c), 10(d), 11, 12, and 15 shall survive the termination of this Agreement.
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Exhibit 28(d)(25)
15. Miscellaneous
(a) The captions of this Agreement 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 Sub-Adviser 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) For any claim by the Sub-Adviser against the Fund in connection with this Agreement or the services rendered under this Agreement, the Sub-Adviser shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
(d) This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.
(e) This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed to constitute one and the same instrument.
(f) Each party giving or making any notice, request, demand, or other communication (each, a “Notice”) pursuant to this Agreement shall give the Notice in writing and use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: personal delivery, registered or certified mail (in each case return receipt requested and postage prepaid), nationally recognized overnight courier (with all fees prepaid), or electronic mail. Any party giving Notice shall address the Notice to the appropriate person at the receiving party (the “Addressee”) at the address listed below or to another Addressee or at another address designated by a party in a Notice pursuant to this section.
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Exhibit 28(d)(25)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
PEAR TREE ADVISORS, INC. | ||
By: | /s/ Willard L. Umphrey | |
Willard L. Umphrey | ||
President | ||
POLARIS CAPITAL MANGEMENT, LLC | ||
By: | /s/ Bernard R. Horn, Jr. | |
Bernard R. Horn Jr. | ||
President |
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