As filed with the U.S. Securities and
Exchange Commission on August 3, 2020
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. 73
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 75
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:
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It is proposed that this filing will
become effective (check appropriate box)
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immediately upon filing pursuant to paragraph (b)
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on (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following
box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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PROSPECTUS
August 3, 2020
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Ordinary Shares
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Institutional Shares
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R6 Shares
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U.S. EQUITY FUNDS
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Pear Tree Polaris Small Cap Fund
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USBNX
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QBNAX
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QBNRX
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Pear Tree Quality Fund
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USBOX
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QGIAX
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QGIRX
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INTERNATIONAL EQUITY FUNDS
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Pear Tree Axiom Emerging Markets World Equity Fund
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QFFOX
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QEMAX
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QFFRX
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Pear Tree Polaris Foreign Value Fund
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QFVOX
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QFVIX
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QFVRX
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Pear Tree Polaris Foreign Value Small Cap Fund
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QUSOX
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QUSIX
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QUSRX
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Pear Tree Polaris International Opportunities Fund *
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QISOX
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QISIX
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QISRX
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*
formerly Pear Tree PNC International Small Cap Fund
As with all mutual fund shares, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of each Pear Tree Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from Pear Tree Funds your financial intermediary, such as a broker-dealer or a bank. Instead, the reports will be made available on the Pear Tree Funds' website, www.peartreefunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from Pear Tree Funds or your financial intermediary electronically by calling Pear Tree Funds at 1-800-326-2151, logging into your accounts at www.peartreefunds.com, or by calling your financial intermediary.
You may elect to receive all future reports in paper free of charge. You can inform Pear Tree Funds or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling Pear Tree Funds at 1-800-326-2151 or your financial intermediary. If you hold any Pear Tree Funds directly, your election to receive reports in paper will apply to those Pear Tree Funds held directly. If you hold any Pear Tree Funds through a financial intermediary, your election will apply to those Pear Tree Funds you hold through that financial intermediary.
Table of Contents
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Page
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1
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28
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43
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48
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51
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53
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54
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56
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57
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60
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61
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63
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74
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SUMMARY INFORMATION ABOUT PEAR TREE FUNDS
Pear Tree Polaris Small Cap Fund
Investment Objective: Maximum long-term capital appreciation.
Fee Table and Expenses of Small Cap Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of Small Cap Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
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Ordinary Shares
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Institutional Shares
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R6 Shares
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Management Fees
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0.80%
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0.80%
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0.80%
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Distribution (12b-1) Fees
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0.25%
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None
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None
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Other Expenses
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0.30%
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0.30%
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0.15%
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Acquired Fund Fees and Expenses
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0.29%
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0.29%
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0.29%
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Total Annual Fund Operating Expenses
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1.64
%
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1.39
%
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1.24%
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Fee Waiver and/or Expense Reimbursement
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N/A
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0.12% (1)
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N/A
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Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement
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N/A
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1.27
% (1)
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N/A
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(1)
The Manager, in its capacity as transfer agent to Pear Tree Funds, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with Pear Tree Funds such that the aggregate transfer agent fee with respect to Institutional Shares would be calculated using an annual rate of 0.04 percent of Small Cap Fund’s net assets attributable to Institutional Shares. This fee waiver only may be terminated with the approval of the Trustees. This fee waiver does not apply to Ordinary Shares or R6 Shares. The Manager does not have a right to recoup from Small Cap Fund amounts that it has waived under that agreement.
Example
This example is intended to help you compare the cost of investing in Small Cap Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in Small Cap Fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5 percent return each year and that Small Cap Fund’s operating expenses remain the same as set forth in the table above. The example also assumes that the fee waiver agreement currently in effect expires July 31, 2021; therefore, amounts for 3-, 5- and 10-year periods do not include any adjustment to reflect any fee waivers or expense reimbursements. Only Institutional Shares are subject to fee waiver or expense reimbursement. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 year
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3 years
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5 years
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10 years
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Ordinary Shares
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$
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167
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$
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517
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$
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892
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$
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1,944
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Institutional Shares
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$
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129
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$
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428
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$
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749
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$
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1,658
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R6 Shares
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$
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126
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$
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393
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$
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681
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$
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1,500
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Portfolio Turnover
Small Cap Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect Small Cap Fund’s performance. During the most recent fiscal year, Small Cap Fund's portfolio turnover rate was 28 percent of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, Small Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities, warrants, and rights derivative of or convertible into common stocks, in each case issued by small-cap issuers. Small Cap Fund considers a small-cap issuer to be a company having at the time of purchase by Small Cap Fund a market capitalization of between approximately $100 million to $5 billion, as well as one or more mutual funds, exchange-traded funds (ETFs), and business development companies ("BDCs") that invests at least 80 percent of its net assets in similar securities issued by small-cap issuers.
While most assets are typically invested in U.S. common stocks, Small Cap Fund may invest in American Depositary Receipts (ADRs), and foreign stocks traded on U.S. exchanges in keeping with Small Cap Fund’s objectives. Fund assets may be invested in growth stocks and value stocks. Small Cap Fund's sub-adviser generally considers growth stocks to be equity securities issued by companies that have sustainable competitive advantages and products or services that potentially could generate significantly greater-than-average revenue and earnings growth. The sub-adviser generally considers value stocks to be equity securities whose performance has lagged relative to the market but whose issuing
companies have stable earnings and cash flows and where there are visible and imminent inflection points and catalysts that may result in increased earnings and cash flow, driving stock appreciation.
In managing Small Cap Fund’s portfolio, its sub-adviser uses proprietary quantitative investment technology combined with traditional, value-based, fundamental research to identify potential investments. The sub-adviser uses traditional valuation measures, including price/book ratios and price/sustainable free cash flow ratios to screen its database of more than 40,000 global companies. The sub-adviser uses these measures to identify companies with the greatest potential for undervalued streams of sustainable free cash flow. The sub-adviser conducts fundamental research, interviewing and visiting with company management and creating detailed financial models on potential portfolio investments. The sub-adviser also maintains a “watch-list” of companies, which may be used if the valuation of a company held in Small Cap Fund’s portfolio falls below established limits. Small Cap Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a limited number of issuers. Although Small Cap Fund does not have an express policy to invest in equity securities of in any specific industry sector, from time to time it has invested more than 25 percent of its total assets in financial services companies.
Small Cap Fund’s sub-adviser may utilize options on existing security positions or indexes in an attempt to improve the risk/return profile of Small Cap Fund's returns. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors.
Small Cap Fund may invest in other types of derivatives (i.e., a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments) for the purposes of hedging the value of the portfolio and establishing a position in the future. Small Cap Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.
Principal Investment Risks
It is possible to lose money by investing in Small Cap Fund. An investment in Small Cap Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Market, Industry and Specific Holdings. The share price of Small Cap Fund may fall because of weakness in and external shocks to the stock markets, generally, weakness with respect to a particular industry in which Small Cap Fund has significant holdings, or weaknesses associated with one or more specific companies in which Small Cap Fund may have substantial investments.
Investment Strategies, Generally, and Quantitative Investment Risk. Small Cap Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of Small Cap Fund's portfolio. Small Cap Fund’s quantitative investment model is more complex than a typical non-quantitative strategy, and thus, may be less predictable in how it may react to specific market or political events.
Small-Capitalization Securities. Investments in small-capitalization companies typically present greater risks than investments in mid- and large-cap companies and, as a result, the performance of Small Cap Fund may be more volatile than a mutual fund that invests in mid- and large-cap stocks.
Growth and Value Stock Investing. Growth and value investment styles periodically come into and fall out of favor with investors. Growth stocks generally are more volatile than the overall stock market. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Foreign Securities. Small Cap Fund’s investments in or exposure to foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced market liquidity, or decreases in foreign currency values relative to the U.S. dollar. The value of a foreign security may change materially at times when U.S. markets are not open to trading.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with investing in foreign equities. In addition, an ADR may not track the price of its associated underlying foreign security.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Small Cap Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing Small Cap Fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Sector, including Financial Services. Small Cap Fund may have significant investments in one or more specific industry sectors, subjecting it to risks of that sector, which may be greater than general market risk. When Small Cap Fund invests
significantly in financial services companies, it may perform poorly during a downturn in the financial services industry. Financial services companies may be adversely affected by, among other things, regulatory changes, the availability of capital, the costs of borrowing, the rate of debt defaults, interest rate movements and competition.
Investments in Other Collective Investment Funds. To the extent that Small Cap Fund invests in mutual funds, exchange-traded funds (ETFs), and business development companies (BDCs), Small Cap Fund's investment performance would be directly related to the investment performance of the other funds. It also would bear its proportionate share of any management and other fees paid by the other funds, subjecting Small Cap Fund shareholders to some duplication of fees.
Non-Diversification. Small Cap Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Small Cap Fund.
Currency and Option Contracts and Other Derivatives. Small Cap Fund’s investments in currency futures, forwards, options and other derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected. Options contracts also are subject to the risks of leveraged transactions, and it may be difficult or impossible for Small Cap Fund to liquidate an open option contract.
Please refer to “Fund Objectives, Strategies and Risks” in the Prospectus for further details.
Past Performance
The following bar chart and table provide some indication of the risks of investing in Small Cap Fund by showing changes in Small Cap Fund’s performance over time. The tables also compare Small Cap Fund’s performance to a broad measure of market performance that reflects the type of securities in which Small Cap Fund invests. Past performance does not necessarily indicate how Small Cap Fund will perform (before and after taxes) in the future. Updated performance information is available at www.peartreefunds.com.
A Note on Performance
Ordinary Shares and Institutional Shares commenced operations on August 3, 1992, and January 6, 1993, respectively. Prior to January 1, 2015, Small Cap Fund had a different sub-adviser and pursued a different principal investment strategy. During the periods reflected below, Small Cap Fund did not offer R6 Shares.
Calendar Year Total Returns — Ordinary Shares The bar chart below provides performance information for Small Cap Fund’s Ordinary Shares.
Calendar year-to-date return of the Ordinary Shares of Small Cap Fund as of June 30, 2020 was (24.02)%.
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Best Quarter:
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Q2 2020
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20.58%
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Worst Quarter:
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Q1 2020
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(36.99)%
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Average Annual Total Returns for the periods ended December 31, 2019
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1 Year
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5 Years
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10 Years
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Ordinary Shares Before Tax
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23.50%
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6.88%
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9.62%
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After Tax on Distributions
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21.27%
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5.38%
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8.55%
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After Tax on Distributions, with Sale
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15.40%
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5.20%
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7.74%
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Institutional Shares Before Tax
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23.89%
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7.22%
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9.93%
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R6 Shares Before Tax
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N/A
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N/A
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N/A
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Russell 2000® Index (reflects no deductions for fees, expenses or taxes)
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25.52%
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8.23%
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11.83%
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After-Tax Returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. The after-tax returns shown are not relevant if you hold your shares
in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary. Actual after-tax returns may differ depending on your individual circumstances.
Management
Small Cap Fund is managed by Pear Tree Advisors, Inc. and is sub-advised by Polaris Capital Management, LLC (“Polaris”). The following employees of Polaris serve as the portfolio managers of Small Cap Fund:
Investment Team
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Position at Polaris
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Manager of the Fund Since
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Bernard R. Horn, Jr.
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President and Chief Investment Officer
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2015
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Sumanta Biswas, CFA
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Vice President and Assistant Portfolio Manager
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2015
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Bin Xiao, CFA
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Assistant Portfolio Manager
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2015
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Jason M. Crawshaw
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Assistant Portfolio Manager
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2016
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Buying and Selling Fund Shares
You may buy or sell shares of Small Cap Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, through your broker or financial intermediary, and, in the case of R6 Shares, by contacting your retirement plan administrator or recordkeeper.
Initial Investment Minimum
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Contact Information
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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**
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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
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*
May be waived by the Pear Tree Fund's transfer agent.
**
May be waived for: qualified and non-qualified plan investors that do not require the fund or its affiliates to pay any type of administrative payment, or Trustees, employees of Manager or its affiliates, or members of the fund’s portfolio management team.
Ongoing Investment Minimum
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Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
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Tax Information
Small Cap Fund’s distributions may be taxable as ordinary income or capital gains, unless your investment is through an IRA, 401(k) or other tax-advantaged investment plan. These tax-advantaged plans may be taxed upon withdrawal at a later date based upon your individual circumstances.
Payments to Broker-Dealers and other Financial Intermediaries
If you purchase shares of Small Cap Fund through a broker-dealer or other financial intermediary (such as a bank), Small Cap Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Small Cap Fund over another investment. These payments are not applicable to R6 Shares. Ask your salesperson or visit your financial intermediary’s website for more information.
Pear Tree Quality Fund
Investment Objective: Long-term growth of capital.
Fee Table and Expenses of Quality Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of Quality Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Ordinary Shares
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Institutional Shares
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R6 Shares
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Management Fees
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1.00%
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1.00%
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1.00%
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Distribution (12b-1) Fees
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0.25%
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None
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None
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Other Expenses
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0.29%
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0.29%
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0.14%
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Total Annual Fund Operating Expenses
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1.54%
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1.29%
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1.14%
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Fee Waiver and/or Expense Reimbursement (1)
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0.27%
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0.50% (2) (3)
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0.27%
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Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement (1)
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1.27
%
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0.79
% (2) (3)
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0.87
%
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(1)
The Manager has contractually agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to Quality Fund such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager to Quality Fund would be calculated using (a) an annual rate of 0.75 percent for the first $125 million of Quality Fund’s net assets, and (b) an annual rate of 0.50 percent for Quality Fund’s net assets in excess of $125 million. This fee waiver only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Quality Fund amounts that it has waived under that agreement.
(2)
The Manager, in its capacity as transfer agent to Pear Tree Funds, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with Pear Tree Funds such that the aggregate transfer agent fee with respect to Institutional Shares would be calculated using an annual rate of 0.04 percent of Quality Fund’s net assets attributable to Institutional Shares. This fee waiver only may be terminated with the approval of the Trustees. This fee waiver does not apply to Ordinary Shares or R6 Shares. The Manager does not have a right to recoup from Quality Fund amounts that it has waived under that agreement.
(3)
The Manager has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Quality Fund attributable to Institutional Shares such that "Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement" with respect to Institutional Shares, other than extraordinary expenses, is not greater than 0.79 percent of Quality Fund's net assets attributable to Institutional Shares. The aggregate expenses of Quality Fund with respect to Ordinary and R6 Shares remain unchanged. This fee waiver only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Quality Fund amounts that it has waived or reimbursed under that agreement.
Example
This example is intended to help you compare the cost of investing in Quality Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in Quality Fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5 percent return each year and that Quality Fund’s operating expenses remain the same as set forth in the table above. The example also assumes that the fee waiver and expense reimbursement agreements currently in effect expire July 31, 2021; therefore, amounts for 3-, 5- and 10-year periods do not include any adjustment to reflect any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
1 year
|
|
|
3 years
|
|
|
5 years
|
|
|
10 years
|
|
Ordinary Shares
|
|
|
|
$
|
129
|
|
|
|
|
$
|
460
|
|
|
|
|
$
|
814
|
|
|
|
|
$
|
1,812
|
|
|
Institutional Shares
|
|
|
|
$
|
81
|
|
|
|
|
$
|
360
|
|
|
|
|
$
|
660
|
|
|
|
|
$
|
1,513
|
|
|
R6 Shares
|
|
|
|
$
|
89
|
|
|
|
|
$
|
335
|
|
|
|
|
$
|
602
|
|
|
|
|
$
|
1,362
|
|
|
Portfolio Turnover
Quality Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect Quality Fund’s performance. During the most recent fiscal year, Quality Fund's portfolio turnover rate was 35 percent of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, Quality Fund invests at least 80 percent of its net assets (plus any borrowings for investment purposes) in equity securities of U.S. issuers. Quality Fund principally invests in equity securities of large companies, that is, companies with a market capitalization of greater than $5 billion at time of purchase. However, there is no minimum market capitalization for companies whose securities Quality Fund may purchase.
To manage Quality Fund’s portfolio, Quality Fund’s investment manager, in consultation with its sub-adviser, periodically selects what it believes is a well-managed mutual fund (the “target portfolio”). Among the criteria used to select the target portfolio are the limited availability of the target portfolio to retail investors and the target portfolio's historical performance. Quality Fund's portfolio is then managed such that each quarter, its portfolio generally is rebalanced to comprise the same securities and in the same percentages as the target portfolio as of the end of the target portfolio’s most recent fiscal quarter. If Quality Fund’s assets significantly increase, Quality Fund may select more than one target portfolio.
From time to time, a target portfolio may invest in non-U.S. securities. In such cases, Quality Fund typically invests in American Depositary Receipts (or ADRs), which represent interests in such securities, if available. Quality Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
Quality Fund’s current target portfolio is GMO Quality Fund Class III (ticker symbol: GQETX). The current target portfolio purports to seek to generate total return by investing primarily in equities the target portfolio's investment manager believes to be of high quality, which it defines as companies with established track records of historical profitability and strong fundamentals. Neither Quality Fund, nor its investment manager, nor its sub-adviser, is affiliated with the current target portfolio or the current target portfolio's investment manager.
Quality Fund also may invest in derivatives (i.e., a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments) for the purpose of hedging the value of the portfolio or to establish a position in the future. Quality Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.
Principal Investment Risks
It is possible to lose money by investing in Quality Fund. An investment in Quality Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Market, Industry and Specific Holdings. The share price of Quality Fund may fall because of weakness in and external shocks to the stock markets, generally, weakness with respect to a particular industry in which Quality Fund has significant holdings, or weaknesses associated with one or more specific companies in which Quality Fund may have substantial investments.
Difficulty in Comparing Fund Performance with Target Portfolio Performance. Quality Fund's performance could significantly differ from the target portfolio’s performance over the same period. Among other things, the holdings of the target portfolio typically change - sometimes significantly during the period between the end of a quarter and the time when those changes are publicly disclosed and Quality Fund's portfolio is rebalanced. From time to time, Quality Fund may be purchasing specific securities at the same time that the target portfolio is selling them. In addition, the target portfolio has a significantly larger amount of assets than Quality Fund and thus, has a lower expense ratio than Quality Fund.
Inability to Conduct Due Diligence on Target Portfolio’s Investment Adviser. Quality Fund’s investment manager and sub-adviser may be able to perform only limited due diligence on the target portfolio’s investment adviser to determine, among other things, whether the investment adviser is adhering to the target portfolio’s investment guidelines and whether the risks disclosed in the target portfolio’s offering documents reflect the risks of the target portfolio.
Potential Impact on Target Portfolio. Quality Fund’s purchases and sales of securities for its own portfolio may adversely impact the management of the target portfolio and thus, Quality Fund itself.
Accuracy of Target Portfolio Information. Any failure by a target portfolio to file accurate and timely portfolio information could affect the performance of Quality Fund.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Foreign Securities. Quality Fund’s investments in or exposure to foreign securities (primarily through ADRs) may be adversely affected by political and economic conditions overseas, reduced market liquidity, or decreases in foreign currency values relative to the U.S. dollar. The value of a foreign security may change materially at times when U.S. markets are not open to trading.
Non-Diversification. Quality Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Quality Fund.
Sector. Quality Fund may have significant investments in one or more specific industry sectors, subjecting it to risks of that sector, which may be greater than general market risk.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Quality Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing Quality Fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Derivatives. Quality Fund’s investments in derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected.
Please refer to “Fund Objectives, Strategies and Risks” in the Prospectus for further details.
Past Performance
The following bar chart and table provide some indication of the risks of investing in Quality Fund by showing changes in Quality Fund’s performance over time. The tables also compare Quality Fund’s performance to a broad measure of market performance that reflects the type of securities in which Quality Fund invests. Past performance does not necessarily indicate how Quality Fund will perform (before and after taxes) in the future. Updated performance information is available at www.peartreefunds.com.
Notes on Performance
Ordinary Shares and Institutional Shares commenced operations on May 6, 1985 and March 25, 1991, respectively. Prior to February 15, 2018, Quality Fund had a different sub-adviser. Prior to January 27, 2011, Quality Fund pursued different principal investment strategies. During the periods reflected below, Quality Fund did not offer R6 Shares.
Calendar Year Total Returns — Ordinary Shares The bar chart below provides performance information for Quality Fund’s Ordinary Shares.
Calendar year-to-date return of the Ordinary Shares of Quality Fund as of June 30, 2020 was (3.40)%.
|
Best Quarter:
|
|
|
Q2 2020
|
|
|
|
|
15.07%
|
|
|
|
Worst Quarter:
|
|
|
Q1 2020
|
|
|
|
|
(16.05)%
|
|
|
Average Annual Total Returns for the periods ended December 31, 2019
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Ordinary Shares Before Tax
|
|
|
|
|
31.19%
|
|
|
|
|
|
12.87%
|
|
|
|
|
|
12.99%
|
|
|
After Tax on Distributions
|
|
|
|
|
25.93%
|
|
|
|
|
|
9.92%
|
|
|
|
|
|
11.11%
|
|
|
After Tax on Distributions, with Sale
|
|
|
|
|
22.02%
|
|
|
|
|
|
9.71%
|
|
|
|
|
|
10.44%
|
|
|
Institutional Shares Before Tax
|
|
|
|
|
31.66%
|
|
|
|
|
|
13.22%
|
|
|
|
|
|
13.39%
|
|
|
R6 Shares Before Tax
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
S&P 500 Index (reflects no deductions for fees, expenses or taxes)
|
|
|
|
|
31.49%
|
|
|
|
|
|
11.70%
|
|
|
|
|
|
13.56%
|
|
|
After-Tax Returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary. Actual after-tax returns may differ depending on your individual circumstances.
Management
Quality Fund is managed by Pear Tree Advisors, Inc. (the "Manager"), and is sub-advised by Chartwell Investment Partners, LLC (“Chartwell”). The following Chartwell employee serves as the portfolio manager to Quality Fund and in that capacity, is responsible for assisting the Manager in implementing portfolio changes:
Investment Team
|
|
|
Position at Chartwell
|
|
|
Manager of the Fund Since
|
|
Mark D. Tindall, CFA
|
|
|
Portfolio Manager
|
|
|
|
|
2011
|
|
|
Buying and Selling Fund Shares
You may buy or sell shares of Quality Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, through your broker or financial intermediary, and, in the case of R6 Shares, by contacting your retirement plan administrator or recordkeeper.
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**
|
|
|
|
|
*
May be waived by the Pear Tree Fund's transfer agent.
**
May be waived for: qualified and non-qualified plan investors that do not require the fund or its affiliates to pay any type of administrative payment, or Trustees, employees of Manager or its affiliates, or members of the fund’s portfolio management team.
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
|
|
R6 Shares: None
|
|
Tax Information
Quality Fund’s distributions may be taxable as ordinary income or capital gains, unless your investment is through an IRA, 401(k) or other tax-advantaged investment plan. These tax-advantaged plans may be taxed upon withdrawal at a later date based upon your individual circumstances.
Payments to Broker-Dealers and other Financial Intermediaries
If you purchase shares of Quality Fund through a broker-dealer or other financial intermediary (such as a bank), Quality Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Quality Fund over another investment. These payments are not applicable to R6 Shares. Ask your salesperson or visit your financial intermediary’s website for more information.
Pear Tree Axiom Emerging Markets World Equity Fund
Investment Objective: Long-term growth of capital.
Fee Table and Expenses of Emerging Markets Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of Emerging Markets Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
Ordinary Shares
|
|
|
Institutional Shares
|
|
|
R6 Shares
|
|
Management Fees
|
|
|
|
|
1.00%
|
|
|
|
|
|
1.00%
|
|
|
|
|
|
1.00%
|
|
|
Distribution (12b-1) Fees
|
|
|
|
|
0.25%
|
|
|
|
|
|
None
|
|
|
|
|
|
None
|
|
|
Other Expenses
|
|
|
|
|
0.45%
|
|
|
|
|
|
0.45%
|
|
|
|
|
|
0.30%
|
|
|
Acquired Fund Fees and Expenses
|
|
|
|
|
0.01%
|
|
|
|
|
|
0.01%
|
|
|
|
|
|
0.01%
|
|
|
Total Annual Fund Operating Expenses
|
|
|
|
|
1.71
%
|
|
|
|
|
|
1.46
%
|
|
|
|
|
|
1.31
%
|
|
|
Fee Waiver and/or Expense Reimbursement (1)
|
|
|
|
|
0.22%
|
|
|
|
|
|
0.34% (2)
|
|
|
|
|
|
0.31% (3)
|
|
|
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement (1)
|
|
|
|
|
1.49
%
|
|
|
|
|
|
1.12
% (2)
|
|
|
|
|
|
1.00
% (3)
|
|
|
(1)
The Manager has contractually agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with the Trust for serving as investment manager to Emerging Markets Fund, such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of Emerging Markets Fund would be calculated using (a) an annual rate of 0.78 percent if Emerging Markets Fund’s net assets are up to $300 million, (b) an annual rate of 0.83 percent if Emerging Markets Fund’s net assets are between $300 million and $600 million, and (c) an annual rate of 0.88 percent if Emerging Markets Fund’s net assets are in excess of $600 million. This fee waiver only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Emerging Markets Fund amounts that it has waived under that agreement.
(2)
The Manager, in its capacity as transfer agent to the Trust, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with the Trust such that the aggregate transfer agent fee with respect to Institutional Shares would be calculated using an annual rate of 0.04 percent of the net assets of Emerging Markets Fund attributable to Institutional Shares. This fee waiver does not apply to Ordinary Shares or R6 Shares. This fee waiver only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Emerging Markets Fund amounts that it has waived under that agreement.
(3)
The Manager has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Emerging Markets Fund attributable to R6 Shares such that "Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement" with respect to R6 Shares, other than extraordinary expenses, is not greater than 0.99 percent of Emerging Markets Fund's net assets attributable to R6 Shares. The aggregate expenses of Emerging Markets Fund with respect to Ordinary and Institutional Shares remain unchanged. This fee waiver only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Emerging Markets Fund amounts that it has waived or reimbursed under that agreement.
Example
This example is intended to help you compare the cost of investing in Emerging Markets Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in Emerging Markets Fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5 percent return each year and that Emerging Markets Fund’s operating expenses remain the same as set forth in the table above. The example also assumes that the fee waiver and expense reimbursement agreements currently in effect expire July 31, 2021; therefore, amounts for 3-, 5- and 10-year periods do not include any adjustment to reflect any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
1 year
|
|
|
3 years
|
|
|
5 years
|
|
|
10 years
|
|
Ordinary Shares
|
|
|
|
$
|
152
|
|
|
|
|
$
|
517
|
|
|
|
|
$
|
908
|
|
|
|
|
$
|
2,001
|
|
|
Institutional Shares
|
|
|
|
$
|
114
|
|
|
|
|
$
|
428
|
|
|
|
|
$
|
765
|
|
|
|
|
$
|
1,717
|
|
|
R6 Shares
|
|
|
|
$
|
102
|
|
|
|
|
$
|
385
|
|
|
|
|
$
|
689
|
|
|
|
|
$
|
1,551
|
|
|
Portfolio Turnover
Emerging Markets Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect Emerging Markets Fund’s performance. During the most recent fiscal year, Emerging Markets Fund's portfolio turnover rate was 104 percent of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, Emerging Markets Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities, including American Depositary Receipts (ADRs), warrants and rights, of emerging markets issuers. Emerging Markets Fund generally defines an emerging market issuer as an issuer that is organized under the laws of an emerging markets country, or has its headquarters located in an emerging markets country, or whose shares are traded on an exchange located in an emerging markets country. An emerging market country is a country included in the MSCI Emerging Markets Index. In managing Emerging Markets Fund’s portfolio, its sub-adviser may allocate more than 25 percent of the fund’s assets among various regions and countries, although the fund’s principal strategies do not require it to invest such percentages in any specific region or for extended periods. Emerging Markets Fund also may invest in companies of any market capitalization.
In managing Emerging Markets Fund’s assets, its sub-adviser primarily uses a bottom-up, fundamental-research investment process. The sub-adviser looks to invest Emerging Markets Fund’s assets in securities of companies that it believes demonstrate better than generally anticipated progress in its key business drivers. Key business drivers are factors that the sub-adviser has determined could significantly impact a company’s short- and long-term financial performance.
Valuation is an integral consideration in the sub-adviser’s investment process. The sub-adviser considers a company’s current and expected market valuations in order to evaluate its prospects as a potential investment for Emerging Markets Fund’s portfolio. In determining a company’s expected valuation, as well as evaluating the accuracy of its current market valuation, the sub-adviser typically relies on conventional valuation parameters.
Emerging Markets Fund may invest in derivatives (i.e., a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments) for the purpose of hedging the value of the portfolio or to establish a position in the future. Emerging Markets Fund may hold cash, or it may manage its cash by investing in cash equivalents and money market funds.
Principal Investment Risks
It is possible to lose money by investing in Emerging Markets Fund. An investment in Emerging Markets Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Market, Industry and Specific Holdings. The share price of Emerging Markets Fund may fall because of weakness in and external shocks to the stock markets, generally, weakness with respect to a particular industry in which Emerging Markets Fund has significant holdings, or weaknesses associated with one or more specific companies in which Emerging Markets Fund may have substantial investments.
Foreign Securities, including Emerging Markets Securities. Emerging Markets Fund’s investments in or exposure to foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar. The risks of foreign investing are heightened for securities of issuers in emerging market countries. Emerging market countries tend to have economic structures that are less diverse and mature and political systems that are less stable. They also are more susceptible to governmental interference, do not require issuers to publish quality current financial information, and tend to have less liquid and efficient trading markets than those of developed countries. The value of a foreign security may change materially at times when U.S. markets are not open for trading. Emerging Markets Fund from time to time also may have assets concentrated in a specific geographic region and/or an individual country depending on the country weights of the MSCI EM, thus exposing Emerging Markets Fund to the specific risks of that region or country. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
Chinese/Hong Kong Securities. Securities issued by Chinese and Hong Kong companies share many risk characteristics of emerging markets securities. In addition, China's legal system is undeveloped, and Hong Kong has experienced political tensions since it ceased to be a British colony. The rules that govern public companies in China and Hong Kong, are significantly different from the U.S.'s, have from time to time been applied arbitrarily by local regulators, and require of issuers significantly less transparency.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Emerging Markets Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing Emerging Markets Fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Active Management Risk. The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Emerging Markets Fund’s investments may prove to be incorrect.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of Emerging Markets Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Growth and Value Stock Investing. Growth and value investment styles periodically come into and fall out of favor with investors. Growth stocks generally are more volatile than the overall stock market. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Sector. Emerging Markets Fund may have significant investments in one or more specific industry sectors, subjecting it to risks of that sector, which may be greater than general market risk.
Derivatives. Emerging Markets Fund’s investments in currency futures and other derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected.
Please refer to “Fund Objectives, Strategies and Risks” in the Prospectus for further details.
Past Performance
The following bar chart and table provide some indication of the risks of investing in Emerging Markets Fund by showing changes in Emerging Markets Fund’s performance over time. The tables also compare Emerging Markets Fund’s performance to a broad measure of market performance that reflects the type of securities in which Emerging Markets Fund invests. Past performance does not necessarily indicate how Emerging Markets Fund will perform (before and after taxes) in the future. Updated performance information is available at www.peartreefunds.com.
A Note on Performance
Ordinary Shares and Institutional Shares commenced operations on September 30, 1994 and April 2, 1996, respectively. R6 Shares commenced operations on December 8, 2018. Performance information for R6 Shares will be available after the share class has been offered for a full calendar year. Returns for R6 Shares would have been substantially similar to the returns of Institutional Shares because each share class is invested in the same portfolio of securities, and returns would differ only to the extent that expenses of the classes are different.
Prior to December 8, 2018, Emerging Markets Fund had a different investment sub-adviser and pursued different principal investment strategies. The current investment sub-adviser began managing Emerging Markets Fund with the current principal investment strategies on January 1, 2019.
Calendar Year Total Returns — Ordinary Shares The bar chart below provides performance information for Emerging Markets Fund’s Ordinary Shares.
Calendar year-to-date return of the Ordinary Shares of Emerging Markets Fund as of June 30, 2020 was (3.74)%.
|
Best Quarter:
|
|
|
Q2 2020
|
|
|
|
|
21.65%
|
|
|
|
Worst Quarter:
|
|
|
Q3 2011
|
|
|
|
|
(22.19)%
|
|
|
Average Annual Total Returns for the periods ended December 31, 2019
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Ordinary Shares Before Tax
|
|
|
|
|
23.78%
|
|
|
|
|
|
2.88%
|
|
|
|
|
|
2.70%
|
|
|
After Tax on Distributions
|
|
|
|
|
23.71%
|
|
|
|
|
|
2.57%
|
|
|
|
|
|
2.53%
|
|
|
After Tax on Distributions, with Sale
|
|
|
|
|
14.74%
|
|
|
|
|
|
2.27%
|
|
|
|
|
|
2.28%
|
|
|
Institutional Shares Before Tax
|
|
|
|
|
24.27%
|
|
|
|
|
|
3.21%
|
|
|
|
|
|
3.00%
|
|
|
R6 Shares Before Tax
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
MSCI EM Mkts Index (reflects no deductions for fees, expenses or taxes)
|
|
|
|
|
18.88%
|
|
|
|
|
|
6.01%
|
|
|
|
|
|
4.04%
|
|
|
After-Tax Returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. If you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares and R6 Shares may vary. Actual after-tax returns may differ depending on your individual circumstances.
Management
Emerging Markets Fund is managed by Pear Tree Advisors, Inc. and is sub-advised by Axiom International Investors, LLC (“Axiom”). The following employees of Axiom serve as the portfolio managers of Emerging Markets Fund:
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
|
|
|
Buying and Selling Fund Shares
You may buy or sell shares of Emerging Markets Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, through your broker or financial intermediary, and, in the case of R6 Shares, by contacting your retirement plan administrator or recordkeeper.
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
|
|
|
|
|
*
May be waived by the Pear Tree Fund's transfer agent.
**
May be waived for: qualified and non-qualified plan investors that do not require the fund or its affiliates to pay any type of administrative payment, or Trustees, employees of Manager or its affiliates, or members of the fund’s portfolio management team.
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
|
|
R6 Shares: None
|
|
Tax Information
Emerging Markets Fund’s distributions may be taxable as ordinary income or capital gains, unless your investment is through an IRA, 401(k) or other tax-advantaged investment plan. These tax-advantaged plans may be taxed upon withdrawal at a later date based upon your individual circumstances.
Payments to Broker-Dealers and other Financial Intermediaries
If you purchase shares of Emerging Markets Fund through a broker-dealer or other financial intermediary (such as a bank), Emerging Markets Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Emerging Markets Fund over another investment. These payments are not applicable to R6 Shares. Ask your salesperson or visit your financial intermediary’s website for more information.
Pear Tree Polaris Foreign Value Fund
Investment Objective: Long-term growth of capital and income.
Fee Table and Expenses of Foreign Value Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of Foreign Value Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
Ordinary Shares
|
|
|
Institutional Shares
|
|
|
R6 Shares
|
|
Management Fees
|
|
|
|
|
1.00%
|
|
|
|
|
|
1.00%
|
|
|
|
|
|
1.00%
|
|
|
Distribution (12b-1) Fees
|
|
|
|
|
0.25%
|
|
|
|
|
|
None
|
|
|
|
|
|
None
|
|
|
Other Expenses
|
|
|
|
|
0.25%
|
|
|
|
|
|
0.25%
|
|
|
|
|
|
0.10%
|
|
|
Total Annual Fund Operating Expenses
|
|
|
|
|
1.50
%
|
|
|
|
|
|
1.25
%
|
|
|
|
|
|
1.10
%
|
|
|
Fee Waiver and/or Expense
Reimbursement (1)
|
|
|
|
|
0.10%
|
|
|
|
|
|
0.22% (2)
|
|
|
|
|
|
0.16% (3)
|
|
|
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement (1)
|
|
|
|
|
1.40
%
|
|
|
|
|
|
1.03
% (2)
|
|
|
|
|
|
0.94
% (3)
|
|
|
(1)
The Manager has contractually agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to Foreign Value Fund such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of Foreign Value Fund would be calculated using an annual rate of 0.90 percent of Foreign Value Fund’s net assets. This fee waiver only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Foreign Value Fund amounts that it has waived under that agreement.
(2)
The Manager, in its capacity as transfer agent to Pear Tree Funds, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with Pear Tree Funds such that the aggregate transfer agent fee with respect to Institutional Shares would be calculated using an annual rate of 0.04 percent of Foreign Value Fund’s net assets attributable to Institutional Shares. This fee waiver only may be terminated with the approval of the Trustees. This fee waiver does not apply to Ordinary Shares or R6 Shares. The Manager does not have a right to recoup from Foreign Value Fund amounts that it has waived under that agreement.
(3)
The Manager has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Foreign Value Fund attributable to R6 Shares such that “Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement” with respect to R6 Shares, other than extraordinary expenses, is not greater than 0.94 percent of Foreign Value Fund’s net assets attributable to R6 Shares. This expense reimbursement agreement does not permit the Manager to recoup any amounts reimbursed by the Manager, and it only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Foreign Value Fund amounts that it has waived under that agreement.
Example
This example is intended to help you compare the cost of investing in Foreign Value Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in Foreign Value Fund for the time periods indicated and then redeem all of your shares at the end of those periods, your investment has a 5 percent return each year and that Foreign Value Fund’s operating expenses remain the same as set forth in the table above. The example also assumes that the fee waiver and expense reimbursement agreements currently in effect expire July 31, 2021; therefore, amounts for 3-, 5- and 10-year periods do not include any adjustment to reflect any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
1 year
|
|
|
3 years
|
|
|
5 years
|
|
|
10 years
|
|
Ordinary Shares
|
|
|
|
$
|
143
|
|
|
|
|
$
|
464
|
|
|
|
|
$
|
809
|
|
|
|
|
$
|
1,782
|
|
|
Institutional Shares
|
|
|
|
$
|
105
|
|
|
|
|
$
|
375
|
|
|
|
|
$
|
665
|
|
|
|
|
$
|
1,492
|
|
|
R6 Shares
|
|
|
|
$
|
96
|
|
|
|
|
$
|
334
|
|
|
|
|
$
|
591
|
|
|
|
|
$
|
1,326
|
|
|
Portfolio Turnover
Foreign Value Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect Foreign Value Fund’s performance. During the most recent fiscal year, Foreign Value Fund's portfolio turnover rate was 28 percent of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, Foreign Value Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities issued by foreign markets value issuers. A foreign markets issuer is an issuer operating in any industry sector that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Issuers in which Foreign Value Fund invests may have any market capitalization. Equity securities include common and preferred shares, warrants and other rights derivative of or convertible into common stocks, American Depositary Receipts (ADRs), and Indian participatory notes (generally an interest in a pool of Indian-listed securities that is traded exclusively outside India by non-Indian registered investors), as well as shares of mutual funds and exchange-traded funds (ETFs), each of which invests at least 80 percent of its net assets in similar securities issued by foreign markets value issuers.
To manage Foreign Value Fund’s portfolio, its sub-adviser seeks to identify 50 to 125 value securities, that is, foreign markets securities that the sub-adviser considers as being mispriced by the market but having the best opportunity for price appreciation to reflect their long-term fundamental valuations and/or future cash flows. To select specific investments, the sub-adviser uses a proprietary quantitative investment process focused on bottom-up fundamental research. Foreign Value Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
Foreign Value Fund also may utilize options in an attempt to improve the risk/return profile of Foreign Value Fund’s returns. Foreign Value Fund also may for hedging purposes buy and sell forward foreign currency exchange contracts in connection with its investments.
Generally, Foreign Value Fund invests in foreign markets issuers in Europe, Australia, as well as the larger capital markets of the Far East. Foreign Value Fund, however, also may invest without limit in emerging markets issuers. Foreign Value Fund generally will be invested in issuers in fifteen or more foreign countries and fifteen or more industry sectors. However, Foreign Value Fund may be invested in securities from any country, any industry sector, or of any market capitalization amount.
Principal Investment Risks
It is possible to lose money by investing in Foreign Value Fund. An investment in Foreign Value Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Market, Industry and Specific Holdings. The share price of Foreign Value Fund may fall because of weakness in and external shocks to the stock markets, generally, weakness with respect to a particular industry in which Foreign Value Fund has significant holdings, or weaknesses associated with one or more specific companies in which Foreign Value Fund may have substantial investments.
Foreign Securities, including Emerging Markets Securities. Foreign Value Fund’s investments in or exposure to foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar. The risks of foreign investing are heightened for securities of issuers in emerging market countries. Emerging market countries tend to have economic structures that are less diverse and mature and political systems that are less stable. They also are more susceptible to governmental interference, do not require issuers to publish quality current financial information, and tend to have less liquid and efficient trading markets than those of developed countries. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
Value Stock Investing. A value investment style periodically comes into and falls out of favor with investors. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Investment Strategies, Generally, and Quantitative Investment Risk. Foreign Value Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of Foreign Value Fund's portfolio. Foreign Value Fund’s quantitative investment model is more complex than a typical non-quantitative strategy, and thus, may be less predictable in how it may react to specific market or political events.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of Foreign Value Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Foreign Value Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing Foreign Value Fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with investing in foreign equities. In addition, an ADR may not track the price of its associated underlying foreign security.
Currency and Option Contracts and Other Derivatives. Foreign Value Fund’s investments in currency futures, forwards, options and other derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected. Options contracts also are subject to the risks of leveraged transactions, and it may be difficult or impossible for Foreign Value Fund to liquidate an open option contract.
Investments in Other Collective Investment Funds. To the extent that Foreign Value Fund invests in mutual funds and exchange-traded funds (ETFs), Foreign Value Fund's investment performance would be directly related to the investment performance of the other funds. It also would bear its proportionate share of any management and other fees paid by the other funds, subjecting Foreign Value Fund shareholders to some duplication of fees.
Non-Diversification. Foreign Value Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Fund.
Sector. Foreign Value Fund may have significant investments in one or more specific industry sectors, subjecting it to risks of that sector, which may be greater than general market risk.
Regional/Country Focus. Foreign Value Fund does not have a policy of investing a significant portion of its assets in any particular region or country, However, to the extent that Foreign Value Fund focuses its investments in a particular geographic region or country, it may be subject to increased currency, political, regulatory and other risks associated with that region or country.
Please refer to “Fund Objectives, Strategies and Risks” in the Prospectus for further details.
Past Performance
The following bar chart and table provide some indication of the risks of investing in Foreign Value Fund by showing changes in Foreign Value Fund’s performance over time. The tables also compare Foreign Value Fund’s performance to a broad measure of market performance that reflects the type of securities in which Foreign Value Fund invests. Past performance does not necessarily indicate how Foreign Value Fund will perform (before and after taxes) in the future. Updated performance information is available at www.peartreefunds.com
A Note on Performance
Ordinary Shares and Institutional Shares commenced operations on May 15, 1998 and December 1, 1998, respectively. R6 Shares commenced operations on February 6, 2017. Performance information for R6 Shares will be available after the share class has been offered for a full calendar year. Returns for R6 Shares would have been substantially similar to the returns of Institutional Shares because each share class is invested in the same portfolio of securities, and returns would differ only to the extent that expenses of the classes are different.
Calendar Year Total Returns — Ordinary Shares The bar chart below provides performance information for Foreign Value Fund’s Ordinary Shares.
Calendar year-to-date return of the Ordinary Shares of Foreign Value Fund as of June 30, 2020 was (21.59)%.
|
Best Quarter:
|
|
|
Q3 2010
|
|
|
|
|
18.49%
|
|
|
|
Worst Quarter:
|
|
|
Q1 2020
|
|
|
|
|
(33.17)%
|
|
|
Average Annual Total Returns for the periods ended December 31, 2019
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Ordinary Shares Before Tax
|
|
|
|
|
17.93%
|
|
|
|
|
|
5.87%
|
|
|
|
|
|
7.54%
|
|
|
After Tax on Distributions
|
|
|
|
|
17.79%
|
|
|
|
|
|
5.74%
|
|
|
|
|
|
7.47%
|
|
|
After Tax on Distributions, with Sale
|
|
|
|
|
11.02%
|
|
|
|
|
|
4.69%
|
|
|
|
|
|
6.26%
|
|
|
Institutional Shares Before Tax
|
|
|
|
|
18.30%
|
|
|
|
|
|
6.21%
|
|
|
|
|
|
7.85%
|
|
|
R6 Shares Before Tax
|
|
|
|
|
18.52%
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
MSCI EAFE Index (reflects no deductions for fees, expenses or taxes)
|
|
|
|
|
22.66%
|
|
|
|
|
|
6.18%
|
|
|
|
|
|
6.00%
|
|
|
After-Tax Returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares and R6 Shares may vary. Actual after-tax returns may differ depending on your individual circumstances.
Management
Foreign Value Fund is managed by Pear Tree Advisors, Inc. and is sub-advised by Polaris Capital Management, LLC (“Polaris”). The following employees of Polaris serve as the portfolio managers of Foreign Value Fund:
Investment Team
|
|
|
Position at Polaris
|
|
|
Manager of the Fund Since
|
|
Bernard R. Horn, Jr.
|
|
|
President and Chief Investment Officer
|
|
|
|
|
1998
|
|
|
Sumanta Biswas, CFA
|
|
|
Vice President and Assistant Portfolio Manager
|
|
|
|
|
2004
|
|
|
Bin Xiao, CFA
|
|
|
Assistant Portfolio Manager
|
|
|
|
|
2012
|
|
|
Jason M. Crawshaw
|
|
|
Assistant Portfolio Manager
|
|
|
|
|
2017
|
|
|
Buying and Selling Fund Shares
You may buy or sell shares of Foreign Value Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, through your broker or financial intermediary, and, in the case of R6 Shares, by contacting your retirement plan administrator or recordkeeper.
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
|
|
*
May be waived by the Pear Tree Fund's transfer agent.
**
May be waived for: qualified and non-qualified plan investors that do not require the fund or its affiliates to pay any type of administrative payment, or Trustees, employees of Manager or its affiliates, or members of the fund’s portfolio management team.
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
|
|
Tax Information
Foreign Value Fund’s distributions may be taxable as ordinary income or capital gains, unless your investment is through an IRA, 401(k) or other tax-advantaged investment plan. These tax-advantaged plans may be taxed upon withdrawal at a later date based upon your individual circumstances.
Payments to Broker-Dealers and other Financial Intermediaries
If you purchase shares of Foreign Value Fund through a broker-dealer or other financial intermediary (such as a bank), Foreign Value Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Foreign Value Fund over another investment. These payments are not applicable to R6 Shares. Ask your salesperson or visit your financial intermediary’s website for more information.
Pear Tree Polaris Foreign Value Small Cap Fund
Investment Objective: Long-term growth of capital and income.
Fee Table and Expenses of Foreign Value Small Cap Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of Foreign Value Small Cap Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
Ordinary Shares
|
|
|
Institutional Shares
|
|
|
R6 Shares
|
|
Management Fees
|
|
|
|
|
1.00%
|
|
|
|
|
|
1.00%
|
|
|
|
|
|
1.00%
|
|
|
Distribution (12b-1) Fees
|
|
|
|
|
0.25%
|
|
|
|
|
|
None
|
|
|
|
|
|
None
|
|
|
Other Expenses
|
|
|
|
|
0.28%
|
|
|
|
|
|
0.28%
|
|
|
|
|
|
0.13%
|
|
|
Acquired Fund Fees and Expenses
|
|
|
|
|
0.01%
|
|
|
|
|
|
0.01%
|
|
|
|
|
|
0.01%
|
|
|
Total Annual Fund Operating Expenses
|
|
|
|
|
1.54%
|
|
|
|
|
|
1.29%
|
|
|
|
|
|
1.14
%
|
|
|
Fee Waiver and/or Expense Reimbursement (1)
|
|
|
|
|
0.10%
|
|
|
|
|
|
0.22% (2)
|
|
|
|
|
|
0.10%
|
|
|
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement (1)
|
|
|
|
|
1.44%
|
|
|
|
|
|
1.07
% (2)
|
|
|
|
|
|
1.04
%
|
|
|
(1)
The Manager has contractually agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to Foreign Value Small Cap Fund such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of Foreign Value Small Cap Fund would be calculated using an annual rate of 0.90 percent of Foreign Value Small Cap Fund’s net assets. This fee waiver only may be terminated with the approval of the Trustees. The Manager does not have a right to recoup from Foreign Value Small Cap Fund amounts that it has waived under that agreement.
(2)
The Manager, in its capacity as transfer agent to Pear Tree Funds, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with Pear Tree Funds such that the aggregate transfer agent fee with respect to Institutional Shares would be calculated using an annual rate of 0.04 percent of Foreign Value Small Cap Fund’s net assets attributable to Institutional Shares. This fee waiver only may be terminated with the approval of the Trustees. This fee waiver does not apply to Ordinary Shares or R6 Shares. The Manager does not have a right to recoup from Foreign Value Small Cap Fund amounts that it has waived under that agreement.
Example
This example is intended to help you compare the cost of investing in Foreign Value Small Cap Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in Foreign Value Small Cap Fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5 percent return each year and that Foreign Value Small Cap Fund’s operating expenses remain the same as set forth in the table above. The example also assumes that the fee waiver and expense reimbursement agreements currently in effect expire July 31, 2021; therefore, amounts for 3-, 5- and 10-year periods do not include any adjustment to reflect any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
1 year
|
|
|
3 years
|
|
|
5 years
|
|
|
10 years
|
|
Ordinary Shares
|
|
|
|
$
|
147
|
|
|
|
|
$
|
477
|
|
|
|
|
$
|
830
|
|
|
|
|
$
|
1,826
|
|
|
Institutional Shares
|
|
|
|
$
|
109
|
|
|
|
|
$
|
387
|
|
|
|
|
$
|
686
|
|
|
|
|
$
|
1,537
|
|
|
R6 Shares
|
|
|
|
$
|
106
|
|
|
|
|
$
|
352
|
|
|
|
|
$
|
618
|
|
|
|
|
$
|
1,377
|
|
|
Portfolio Turnover
Foreign Value Small Cap Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect Foreign Value Small Cap Fund’s performance. During the most recent fiscal year, Foreign Value Small Cap Fund's portfolio turnover rate was 33 percent of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, Foreign Value Small Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities issued by foreign markets, small-cap value issuers. A foreign markets issuer is an issuer operating in any industry sector that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. A small-cap issuer is a company having a market capitalization at time of purchase between $50 million to $5 billion. Equity securities include common and preferred shares, warrants and other rights derivative of or convertible into common stocks, American Depositary Receipts (ADRs), and Indian participatory notes (generally an interest in a pool of Indian-listed securities that is traded exclusively outside India by non-Indian registered investors), as well as shares of mutual funds
and exchange-traded funds (ETFs), each of which invests at least 80 percent of its net assets in similar securities issued by foreign markets, small cap value issuers.
To manage Foreign Value Small Cap Fund’s portfolio, its sub-adviser seeks to identify 50 to 100 value securities, that is, foreign markets, small-cap securities that the sub-adviser considers as being mispriced by the market but having the best opportunity for price appreciation to reflect their long-term fundamental valuations and/or future cash flows. To select specific investments, the sub-adviser uses a proprietary quantitative investment process focused on bottom-up fundamental research. Foreign Value Small Cap Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
Foreign Value Small Cap Fund’s sub-adviser may utilize options in an attempt to improve the risk/return profile of Foreign Value Small Cap Fund’s returns. Foreign Value Small Cap Fund also may for hedging purposes buy and sell forward foreign currency exchange contracts in connection with its investments.
Generally, Foreign Value Small Cap Fund invests in foreign markets issuers in Europe, Australia, as well as the larger capital markets of the Far East. Foreign Value Small Cap Fund, however, also may invest without limit in emerging markets issuers. However, Foreign Value Small Cap Fund may be invested in securities from any country, any industry sector, or of any market capitalization amount.
Principal Investment Risks
It is possible to lose money by investing in Foreign Value Small Cap Fund. An investment in Foreign Value Small Cap Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Market, Industry and Specific Holdings. The share price of Foreign Value Small Cap Fund may fall because of weakness in and external shocks to the stock markets, generally, weakness with respect to a particular industry in which Foreign Value Small Cap Fund has significant holdings, or weaknesses associated with one or more specific companies in which Foreign Value Small Cap Fund may have substantial investments.
Foreign Securities, including Emerging Markets Securities. Foreign Value Small Cap Fund’s investments in or exposure to foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar. The risks of foreign investing are heightened for securities of issuers in emerging market countries. Emerging market countries tend to have economic structures that are less diverse and mature and political systems that are less stable. They also are more susceptible to governmental interference, do not require issuers to publish quality current financial information, and tend to have less liquid and efficient trading markets than those of developed countries. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
Value Stock Investing. A value investment style periodically comes into and falls out of favor with investors. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of Foreign Value Small Cap Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Foreign Value Small Cap Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing Foreign Value Small Cap Fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Investment Strategies, Generally, and Quantitative Investment Risk. Foreign Value Small Cap Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of Foreign Value Small Cap Fund's portfolio. Foreign Value Small Cap Fund’s quantitative investment model is more complex than a typical non-quantitative strategy, and thus, may be less predictable in how it may react to specific market or political events.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with investing in foreign equities. In addition, an ADR may not track the price of its associated underlying foreign security.
Currency and Option Contracts and Other Derivatives. Foreign Value Small Cap Fund’s investments in currency futures, forwards, options and other derivative instruments are subject to a number of risks, such as counterparty risk, the
risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected. Options contracts also are subject to the risks of leveraged transactions, and it may be difficult or impossible for Foreign Value Small Cap Fund to liquidate an open option contract.
Investments in Other Collective Investment Funds. To the extent that Foreign Value Small Cap Fund invests in mutual funds and exchange-traded funds (ETFs), Foreign Value Small Cap Fund's investment performance would be directly related to the investment performance of the other funds. It also would bear its proportionate share of any management and other fees paid by the other funds, subjecting Foreign Value Small Cap Fund shareholders to some duplication of fees.
Non-Diversification. Foreign Value Small Cap Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Small Cap Fund.
Sector. Foreign Value Small Cap Fund does not have a policy of investing a significant portion of its assets in any particular industry sector. From time to time, however, it may have significant investments in one or more specific industry sectors, subjecting it to risks of that sector, which may be greater than general market risk.
Regional/Country Focus. Foreign Value Small Cap Fund does not have a policy of investing a significant portion of its assets in any particular region or country, However, to the extent that Foreign Value Small Cap Fund focuses its investments in a particular geographic region or country, it may be subject to increased currency, political, regulatory and other risks associated with that region or country.
Please refer to “Fund Objectives, Strategies and Risks” in the Prospectus for further details.
Past Performance
The following bar chart and table provide some indication of the risks of investing in Foreign Value Small Cap Fund by showing changes in Foreign Value Small Cap Fund’s performance over time. The tables also compare Foreign Value Small Cap Fund’s performance to a broad measure of market performance that reflects the type of securities in which Foreign Value Small Cap Fund invests. Past performance does not necessarily indicate how Foreign Value Small Cap Fund will perform (before and after taxes) in the future. Updated performance information is available at www.peartreefunds.com
A Note on Performance
Ordinary Shares and Institutional Shares each commenced operations on May 1, 2008. R6 Shares commenced operations on February 6, 2017. Performance information for R6 Shares will be available after the share class has been offered for a full calendar year. Returns for R6 Shares would have been substantially similar to the returns of Institutional Shares because each share class is invested in the same portfolio of securities, and returns would differ only to the extent that expenses of the classes are different.
Calendar Year Total Returns — Ordinary Shares The bar chart below provides performance information for Foreign Value Small Cap Fund’s Ordinary Shares.
Calendar year-to-date return of the Ordinary Shares of Foreign Value Small Cap Fund as of June 30, 2020 was (17.96)%.
|
Best Quarter:
|
|
|
Q2 2020
|
|
|
|
|
18.25%
|
|
|
|
Worst Quarter:
|
|
|
Q1 2020
|
|
|
|
|
(30.70)%
|
|
|
Average Annual Total Returns for the periods ended December 31, 2019
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Ordinary Shares Before Tax
|
|
|
|
|
20.24%
|
|
|
|
|
|
5.49%
|
|
|
|
|
|
7.88%
|
|
|
After Tax on Distributions
|
|
|
|
|
19.83%
|
|
|
|
|
|
4.93%
|
|
|
|
|
|
7.31%
|
|
|
After Tax on Distributions, with Sale
|
|
|
|
|
12.81%
|
|
|
|
|
|
4.32%
|
|
|
|
|
|
6.46%
|
|
|
Institutional Shares Before Tax
|
|
|
|
|
20.71%
|
|
|
|
|
|
5.83%
|
|
|
|
|
|
8.18%
|
|
|
R6 Shares Before Tax
|
|
|
|
|
20.77%
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
MSCI ACWI ex USA Small Cap (reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
22.93%
|
|
|
|
|
|
7.44%
|
|
|
|
|
|
7.31%
|
|
|
After-Tax Returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares and R6 Shares may vary. Actual after-tax returns may differ depending on your individual circumstances.
Management
Foreign Value Small Cap Fund is managed by Pear Tree Advisors, Inc. and is sub-advised by Polaris Capital Management, LLC (“Polaris”). The following employees of Polaris serve as the portfolio managers of Foreign Value Small Cap Fund:
Investment Team
|
|
|
Position at Polaris
|
|
|
Manager of the Fund Since
|
|
Bernard R. Horn, Jr.
|
|
|
President and Chief Investment Officer
|
|
|
|
|
2008
|
|
|
Sumanta Biswas, CFA
|
|
|
Vice President and Assistant Portfolio Manager
|
|
|
|
|
2008
|
|
|
Bin Xiao, CFA
|
|
|
Assistant Portfolio Manager
|
|
|
|
|
2012
|
|
|
Jason M. Crawshaw
|
|
|
Assistant Portfolio Manager
|
|
|
|
|
2017
|
|
|
Buying and Selling Fund Shares
You may buy or sell shares of Foreign Value Small Cap Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, through your broker or financial intermediary, and, in the case of R6 Shares, by contacting your retirement plan administrator or recordkeeper.
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
|
|
*
May be waived by the Pear Tree Fund's transfer agent.
**
May be waived for: qualified and non-qualified plan investors that do not require the fund or its affiliates to pay any type of administrative payment, or Trustees, employees of Manager or its affiliates, or members of the fund’s portfolio management team.
Ongoing Investment Minimum
|
|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
|
|
Tax Information
Foreign Value Small Cap Fund’s distributions may be taxable as ordinary income or capital gains, unless your investment is through an IRA, 401(k) or other tax-advantaged investment plan. These tax-advantaged plans may be taxed upon withdrawal at a later date based upon your individual circumstances.
Payments to Broker-Dealers and other Financial Intermediaries
If you purchase shares of Foreign Value Small Cap Fund through a broker-dealer or other financial intermediary (such as a bank), Foreign Value Small Cap Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend Foreign Value Small Cap Fund over another investment. These payments are not applicable to R6 Shares. Ask your salesperson or visit your financial intermediary’s website for more information.
Pear Tree Polaris International Opportunities Fund (formerly Pear Tree PNC International Small Cap Fund)
Investment Objective: Long-term capital appreciation.
Fee Table and Expenses of International Opportunities Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of International Opportunities Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
Ordinary Shares
|
|
|
Institutional Shares
|
|
|
R6 Shares
|
|
Management Fees
|
|
|
|
|
0.90%
|
|
|
|
|
|
0.90%
|
|
|
|
|
|
0.90%
|
|
|
Distribution (12b-1) Fees
|
|
|
|
|
0.25%
|
|
|
|
|
|
None
|
|
|
|
|
|
None
|
|
|
Other Expenses
|
|
|
|
|
0.75%
|
|
|
|
|
|
0.75%
|
|
|
|
|
|
0.60%
|
|
|
Acquired Fund Fees and Expenses
|
|
|
|
|
0.01%
|
|
|
|
|
|
0.01%
|
|
|
|
|
|
0.01%
|
|
|
Total Annual Fund Operating Expenses
|
|
|
|
|
1.91
%
|
|
|
|
|
|
1.66
%
|
|
|
|
|
|
1.51
%
|
|
|
Fee Waiver and/ or Expense Reimbursement
|
|
|
|
|
N/A
|
|
|
|
|
|
0.12% (1)
|
|
|
|
|
|
N/A
|
|
|
Total Annual Fund Operating Expenses after Fee Waiver and/ or Expense Reimbursement
|
|
|
|
|
1.91
%
|
|
|
|
|
|
1.54
% (1)
|
|
|
|
|
|
1.51
%
|
|
|
(1)
The Manager, in its capacity as transfer agent to Pear Tree Funds, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with Pear Tree Funds such that the aggregate transfer agent fee with respect to Institutional Shares would be calculated using an annual rate of 0.04 percent of International Opportunities Fund’s net assets attributable to Institutional Shares. This fee waiver only may be terminated with the approval of the Trustees. This fee waiver does not apply to Ordinary Shares or R6 Shares. The Manager does not have the right to recoup from International Opportunities Fund amounts that it has waived under that agreement.
Example
This example is intended to help you compare the cost of investing in International Opportunities Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in International Opportunities Fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5 percent return each year and that International Opportunities Fund’s operating expenses remain the same as set forth in the table above. The example also assumes that the fee waiver agreement currently in effect expires July 31, 2021; therefore, amounts for 3-, 5- and 10-year periods do not include any adjustment to reflect any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
1 year
|
|
|
3 years
|
|
|
5 years
|
|
|
10 years
|
|
Ordinary Shares
|
|
|
|
$
|
194
|
|
|
|
|
$
|
600
|
|
|
|
|
$
|
1,032
|
|
|
|
|
$
|
2,233
|
|
|
Institutional Shares
|
|
|
|
$
|
157
|
|
|
|
|
$
|
512
|
|
|
|
|
$
|
891
|
|
|
|
|
$
|
1,955
|
|
|
R6 Shares
|
|
|
|
$
|
154
|
|
|
|
|
$
|
477
|
|
|
|
|
$
|
824
|
|
|
|
|
$
|
1,802
|
|
|
Portfolio Turnover
International Opportunities Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect International Opportunities Fund's performance. During the most recent fiscal year, International Opportunities Fund's portfolio turnover rate was 142 percent (unannualized) of the average value of its portfolio. As of November 15, 2019, International Opportunities Fund had a new sub-adviser and a new investment strategy.
Principal Investment Strategies
Under normal market conditions, International Opportunities Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities issued by foreign markets issuers. A foreign markets issuer is an issuer operating in any industry sector that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Issuers in which International Opportunities Fund invests may have any market capitalization. Equity securities include common and preferred shares, warrants and other rights derivative of or convertible into common stocks, American Depositary Receipts (ADRs), and Indian participatory notes (generally an interest in a pool of Indian-listed securities that is traded exclusively outside India by non-Indian registered investors), as well as shares of mutual funds and exchange-traded funds (ETFs), each of which invests at least 80 percent of its net assets in similar securities issued by foreign markets issuers.
To manage International Opportunities Fund’s portfolio, its sub-adviser generally seeks to identify more than 30 foreign markets securities that the sub-adviser considers as having the best opportunity for total return. To select specific investments, the sub-adviser is opportunistic, that is, looking for market inefficiencies using a proprietary quantitative investment process focused on bottom-up fundamental research. International Opportunities Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
International Opportunities Fund also may utilize options in an attempt to improve the risk/return profile of International Opportunities Fund’s returns. International Opportunities Fund also may for hedging purposes buy and sell forward foreign currency exchange contracts in connection with its investments.
Generally, International Opportunities Fund invests in foreign markets issuers in the countries represented by the MSCI ACWI ex USA Index. As of June 1, 2020, the MSCI ACWI ex USA Index comprised issuers from countries representing 22 developed markets and 26 emerging markets. International Opportunities Fund generally will be invested in issuers in fifteen or more foreign countries and fifteen or more industry sectors. However, International Opportunities Fund may be invested in securities from any country, any industry sector, or of any market capitalization amount.
Principal Investment Risks
It is possible to lose money by investing in International Opportunities Fund. An investment in International Opportunities Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Market, Industry and Specific Holdings. The share price of International Opportunities Fund may fall because of weakness in and external shocks to the stock markets, generally, weakness with respect to a particular industry in which International Opportunities Fund has significant holdings, or weaknesses associated with one or more specific companies in which International Opportunities Fund may have substantial investments.
Foreign Securities, including Emerging Markets Securities. International Opportunities Fund’s investments in or exposure to foreign securities (including ADRs) may be adversely affected by political and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar. The risks of foreign investing are heightened for securities of issuers in emerging market countries. Emerging market countries tend to have economic structures that are less diverse and mature and political systems that are less stable. They also are more susceptible to governmental interference, do not require issuers to publish quality current financial information, and tend to have less liquid and efficient trading markets than those of developed countries. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
Opportunistic Stock Investing. Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment. Strategies favoring growth stocks generally are more volatile than the overall stock market; strategies favoring value stocks typically carry the risk that market prices may never recognize their intrinsic values. As International Opportunities Fund holds stocks focused on growing cash-flow characteristics, from time to time it could underperform other mutual funds that use alternative metrics in their valuation criteria.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies and, as a result, the performance of International Opportunities Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, International Opportunities Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing International Opportunities Fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Investment Strategies, Generally, and Quantitative Investment Risk. International Opportunities Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of International Opportunities Fund's portfolio. International Opportunities Fund’s quantitative investment model is more complex than a typical non-quantitative strategy, and thus, may be less predictable in how it may react to specific market or political events.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with investing in foreign equities. In addition, an ADR may not track the price of its associated underlying foreign security.
Currency and Option Contracts and Other Derivatives. International Opportunities Fund’s investments in currency futures, forwards, options and other derivative instruments are subject to a number of risks, such as counterparty risk, the risk of mispricing or improper valuation, and the risk that the value of the instrument may not increase or decrease as expected. Options contracts also are subject to the risks of leveraged transactions, and it may be difficult or impossible for International Opportunities Fund to liquidate an open option contract.
Investments in Other Collective Investment Funds. To the extent that International Opportunities Fund invests in mutual funds and exchange-traded funds (ETFs), its investment performance would be directly related to the investment performance of the other funds. It also would bear its proportionate share of any management and other fees paid by the other funds, subjecting International Opportunities Fund shareholders to some duplication of fees.
Non-Diversification. International Opportunities Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on International Opportunities Fund.
Sector. International Opportunities Fund does not have a policy of investing a significant portion of its assets in any particular industry sector. From time to time, however, it may have significant investments in one or more specific industry sectors, subjecting it to risks of that sector, which may be greater than general market risk.
Regional/Country Focus. International Opportunities Fund does not have a policy of investing a significant portion of its assets in any particular region or country, However, to the extent that International Opportunities Fund focuses its investments in a particular geographic region or country, it may be subject to increased currency, political, regulatory and other risks associated with that region or country.
Please refer to “Fund Objectives, Strategies and Risks” in the Prospectus for further details.
Past Performance
The following bar chart and table provide some indication of the risks of investing in International Opportunities Fund by showing changes in International Opportunities Fund’s performance over time. The tables also compare International Opportunities Fund’s performance to a broad measure of market performance that reflects the type of securities in which International Opportunities Fund invests. Past performance does not necessarily indicate how International Opportunities Fund will perform (before and after taxes) in the future. Updated performance information is available at www.peartreefunds.com.
A Note on Performance
Ordinary Shares, Institutional Shares and R6 Shares commenced operations on January 1, 2019. Prior to November 15, 2019, International Opportunities Fund had a different sub-adviser and pursued a different principal investment strategy.
Calendar Year Total Returns — Ordinary Shares The bar chart below provides performance information for International Opportunities Fund’s Ordinary Shares.
Calendar year-to-date return of the Ordinary Shares of International Small Cap Fund as of June 30, 2020 was (17.83)%.
|
Best Quarter:
|
|
|
Q2 2020
|
|
|
|
|
22.43%
|
|
|
|
Worst Quarter:
|
|
|
Q1 2020
|
|
|
|
|
(32.88)%
|
|
|
Average Annual Total Returns for the periods ended December 31, 2019
|
|
|
1 Year
|
|
Ordinary Shares Before Tax
|
|
|
|
|
19.24%
|
|
|
After Tax on Distributions
|
|
|
|
|
19.16%
|
|
|
After Tax on Distributions, with Sale
|
|
|
|
|
11.44%
|
|
|
Institutional Shares Before Tax
|
|
|
|
|
19.67%
|
|
|
R6 Shares Before Tax
|
|
|
|
|
19.70%
|
|
|
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes)
|
|
|
|
|
22.13%
|
|
|
MSCI ACWI ex USA Small Cap (reflects no deduction for fees, expenses or taxes)*
|
|
|
|
|
15.36%
|
|
|
*
Prior to November 15, 2019, International Opportunities Fund used this index as a benchmark. It changed its benchmark at the time it changed its sub-adviser and principal investment strategy.
After-Tax Returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares and R6 Shares may vary. Actual after-tax returns may differ depending on your individual circumstances.
Management
International Opportunities Fund is managed by Pear Tree Advisors, Inc. and is sub-advised by Polaris Capital Management, LLC (“Polaris”). The following employees of Polaris serve as the portfolio managers of International Opportunities Fund:
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
|
|
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Buying and Selling Fund Shares
You may buy or sell shares of International Opportunities Fund on any business day by contacting the Pear Tree Funds, through mail or by phone, through your broker or financial intermediary, and, in the case of R6 Shares, by contacting your retirement plan administrator or recordkeeper.
Initial Investment Minimum
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Contact Information
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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
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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
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May be waived by the Pear Tree Fund's transfer agent.
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May be waived for: qualified and non-qualified plan investors that do not require the fund or its affiliates to pay any type of administrative payment, or Trustees, employees of Manager or its affiliates, or members of the fund’s portfolio management team.
Ongoing Investment Minimum
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Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
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Tax Information
International Opportunities Fund’s distributions may be taxable as ordinary income or capital gains, unless your investment is through an IRA, 401(k) or other tax-advantaged investment plan. These tax-advantaged plans may be taxed upon withdrawal at a later date based upon your individual circumstances.
Payments to Broker-Dealers and other Financial Intermediaries
If you purchase shares of International Opportunities Fund through a broker-dealer or other financial intermediary (such as a bank), International Opportunities Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend International Opportunities Fund over another investment. These payments are not applicable to R6 Shares. Ask your salesperson or visit your financial intermediary’s website for more information.
ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
Pear Tree Polaris Small Cap Fund
Investment Objective
Maximum long-term capital appreciation. There is no guarantee that Small Cap Fund will achieve its objective. Small Cap Fund’s investment objective may be changed by its Trustees and without shareholder approval. Small Cap Fund will notify shareholders at least 60 days prior to any such change.
Principal Strategies
Under normal market conditions, Small Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities, warrants, and rights derivative of or convertible into common stocks, in each case issued by small-cap issuers. Small Cap Fund considers a small-cap issuer to be a company having at the time of purchase by Small Cap Fund a market capitalization of between approximately $100 million to $5 billion, as well as mutual funds, exchange-traded funds (ETFs), and business development companies (BDCs), that invests at least 80 percent of its net assets in similar securities issued by other small-cap issuers. Small Cap Fund will not automatically sell or cease purchasing stock of a company it already owns just because the company’s market capitalization grows or falls outside this range, however, any additional securities purchased would not be considered equity securities of small-cap issuers. Small Cap Fund may, on occasion, purchase shares of companies with a market capitalization outside of that range if the sub-adviser to Small Cap Fund believes that such investment is in the best interests of Small Cap Fund and consistent with Small Cap Fund’s investment objective.
While most assets are typically invested in U.S. common stocks, Small Cap Fund may invest in American Depositary Receipts (ADRs) and foreign stocks traded on U.S. exchanges in keeping with Small Cap Fund’s objectives. Fund assets also may be invested in growth stocks and value stocks. Small Cap Fund’s sub-adviser generally considers growth stocks to be equity securities issued by companies that have sustainable competitive advantages and products or services that potentially could generate significantly greater-than-average revenue and earnings growth. The sub-adviser generally considers value stocks whose performance has lagged relative to the market but whose issuing companies have stable earnings and cash flows and where there are visible and imminent inflection points and catalysts that will result in increased earnings and cash flow, driving stock appreciation.
In managing Small Cap Fund’s portfolio, its sub-adviser uses proprietary quantitative investment technology combined with traditional, value-based, fundamental research to identify potential investments. The sub-adviser uses traditional valuation measures, including price/book ratios and price/sustainable free cash flow ratios to screen its database of more than 40,000+ global companies. The sub-adviser uses these measures to identify companies with the greatest potential for undervalued streams of sustainable free cash flow. The sub-adviser conducts fundamental research, interviewing and visiting with company management and creating detailed financial models. Small Cap Fund is "non-diversified," which means it may invest a higher percentage of its assets in a limited number of issuers. Although Small Cap Fund does not have an express policy to invest in equity securities of in any specific industry sector, from time to time it has invested more than 25 percent of its total assets in financial services companies.
The sub-adviser also maintains a “watch-list” of companies, which may be used if the valuation of a company held in Small Cap Fund’s portfolio falls below established limits.
Small Cap Fund’s sub-adviser may utilize options on existing security positions or indexes in an attempt to improve the risk/return profile of Small Cap Fund’s returns. Selling/writing call options is designed to provide income to Small Cap Fund (i.e., the writer of the call option is paid a premium, but it is obligated to sell a security at a target price). Purchasing put options (i.e., the purchaser has the right to sell a security at a target price) is designed to protect Small Cap Fund from dramatic downward movements in a security, effectively locking in a minimum sale price for that security. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors.
Principal Investment Risks
All investments carry a certain amount of risk. You may lose money by investing in Small Cap Fund. In addition to the risks common to all Pear Tree Funds (see “— Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Small Cap Fund.
Investment Strategies, Generally, and Quantitative Investment Risk. Small Cap Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of Small Cap Fund's portfolio. The quantitative investment models used to
manage Small Cap Fund’s portfolio may not perform as expected and may underperform the market as a whole. Underperformance by the model may be as a result of the factors used in building the quantitative analytical framework of the model, the weights placed on each factor, the accuracy of historical data supplied by third parties, and changing sources of market returns. Small Cap Fund's quantitative investment model is more complex than a typical non-quantitative investment strategy, and thus, may be less predictable in how it may react to specific market or political events.
Small-Capitalization Securities. Investments in small-capitalization companies typically present greater risks than investments in mid- and large-cap companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Small Cap Fund may be more volatile than a mutual fund that invests in mid- and large-cap stocks.
Growth and Value Stock Investing. Growth and value investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment. As Small Cap Fund holds stocks with both growth and value characteristics, from time to time it could underperform stock funds that take a strictly growth or value approach to investing. Growth stocks generally are more volatile than the overall stock market and can have sharp price declines as a result of earnings disappointments. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Foreign Securities. To the extent Small Cap Fund holds foreign securities and ADRs, financial information concerning those entities may be more limited than information generally available from U.S. issuers or not available. The value of foreign instruments may be adversely affected by local or regional political and economic developments, reduced market liquidity, as well as changes in exchange rates. When Small Cap Fund sells a foreign currency or foreign currency denominated security, its value may be worth less in U.S. dollars even if the investment increases in value in its local market. For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with foreign equities, such as fluctuations in foreign currencies and foreign investment risks, primarily political and financial instability, less liquidity, lack of uniform accounting, auditing and financial reporting standards and increased price volatility. In addition, an ADR may not track the price of the underlying foreign security.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Small Cap Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing the fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Sector, including Financial Services. Small Cap Fund may at any one time have significant investments in one or more specific industry sectors to the extent that Small Cap Fund’s benchmark is concentrated in specific industry sectors. To the extent that Small Cap Fund has significant investments in a specific sector, it is subject to risk of loss of that sector as a result of adverse economic, business or other developments to that sector, which may be greater than general market risk. When Small Cap Fund invests significantly in financial services companies, it may perform poorly during a downturn in the financial services industry. Financial services companies may be adversely affected by, among other things, regulatory changes, the availability of capital, the costs of borrowing, the rate of debt defaults, interest rate movements and competition.
Investments in Other Collective Investment Funds. To the extent that Small Cap Fund invests in mutual funds, ETFs, and BDCs, Small Cap Fund's investment performance would be directly related to the investment performance of the other funds. Small Cap Fund also would bear its proportionate share of any management and other fees paid by the other collective investment funds in addition to the investment management and other fees paid by Small Cap Fund. As a result, shareholders of Small Cap Fund would be subject to some duplication of fees.
Non-Diversification. Small Cap Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Small Cap Fund.
Currency and Option Contracts. Options contracts are subject to the risks inherent in most derivative contracts. In addition, currency contracts also may be subject to national and international political and economic events. Options contracts, including options on futures contracts, also are subject to the risks of a leveraged transaction, that is, a move against Small Cap Fund’s open position could cause Small Cap Fund to lose its premium, initial margin and any additional funds deposited to establish or maintain the position, and Small Cap Fund may be required to deposit a
substantial amount of additional market funds on short notice to maintain the position. Under certain market conditions, Small Cap Fund investing in an option contact could lose more than the amount it originally invested. Small Cap Fund also may find that under certain market conditions, it may be difficult or impossible to liquidate an open option contract.
Pear Tree Quality Fund
Investment Objective
Long-term growth of capital. There is no guarantee that Quality Fund will achieve its objective. Quality Fund’s investment objective may be changed by its Trustees and without shareholder approval. Quality Fund will notify shareholders at least 60 days prior to any such change.
Principal Investment Strategies
Under normal market conditions, Quality Fund invests at least 80 percent of its net assets (plus any borrowings for investment purposes) in equity securities of U.S. issuers. Quality Fund principally invests in stocks of large-cap companies, that is, companies with a market capitalization of greater than $5 billion at time of purchase. The market capitalization of the companies in Quality Fund’s portfolio changes over time; Quality Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization falls outside this range.
To manage Quality Fund’s portfolio, Quality Fund’s investment manager, in consultation with its sub-adviser, periodically selects what it believes is a well-managed mutual fund (the “target portfolio”). Quality Fund's portfolio is then managed such that each quarter, its portfolio generally is rebalanced to comprise the same securities and in the same percentages as the target portfolio as of the end of the target portfolio’s most recent fiscal quarter. In order for a mutual fund to be a potential target portfolio, the mutual fund must:
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Invest principally in stocks of large U.S. companies;
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Be required to disclose publicly within 60 days of its quarter end its portfolio holdings as of the end of the quarter;
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Be managed by an investment adviser that is unaffiliated with Quality Fund’s investment manager or sub-adviser; and
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Typically, allow only very large institutional investors to invest directly in the target portfolio.
In selecting a target portfolio for Quality Fund, Quality Fund’s investment manager considers, among other things, whether the:
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Target portfolio may easily be replicated by Quality Fund;
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Quality Fund’s purchases and sales of portfolio securities may potentially impact the management of the target portfolio;
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Target portfolio’s investment objective and investment policies are compatible with Quality Fund’s investment objective and investment policies;
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Target portfolio historically has a low rate of turnover;
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Target portfolio historically has had strong performance;
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Target portfolio’s investment adviser has a solid reputation within the financial services industry; and
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Target portfolio’s investment adviser generally uses a quantitative investment approach to manage the target portfolio.
If Quality Fund’s assets significantly increase, Quality Fund may select more than one target portfolio. From time to time, a target portfolio may invest in non-U.S. securities. In such cases, Quality Fund typically invests in American Depositary Receipts (or ADRs), which represent interests in such securities, if available. Quality Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
Quality Fund’s current target portfolio is GMO Quality Fund Class III (ticker symbol: GQETX). The current target portfolio purports to seek to generate total return by investing primarily in equities the current target portfolio's investment manager believes to be of high quality, which it defines as companies with established track records of historical profitability and strong fundamentals that are able to outgrow the average company over time and are therefore worth a premium price. The current target portfolio also purports to have a disciplined approach, using quantitative and fundamental techniques to assess the relative quality and valuation of global companies and it purports to aim to exploit a long-term investment horizon while withstanding short-term volatility. Neither the Fund, nor its investment manager, nor its sub-adviser, is affiliated with the current target portfolio or the current target portfolio's investment manager.
Principal Investment Risks
All investments carry a certain amount of risk. You may lose money by investing in Quality Fund. In addition to the risks common to all Pear Tree Funds (see “— Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Quality Fund.
Difficulty in Comparing Fund Performance with Target Portfolio Performance. Quality Fund performance could significantly differ from the target portfolio’s performance over the same period. Among other things, the holdings of the target portfolio typically change - sometimes significantly during the period between the end of a quarter and the time when those changes are publicly disclosed and Quality Fund's portfolio is rebalanced. At such times, it is likely that Quality Fund is unaware of the changes, and as a result, may not be able to avoid a loss or benefit from a repositioning of its portfolio that has been anticipated by the target portfolio’s investment adviser. In addition, the target portfolio has a significantly larger amount of assets than Quality Fund and thus, has a lower expense ratio than Quality Fund.
Inability to Conduct Due Diligence on Target Portfolio’s Investment Adviser. Neither Quality Fund’s investment manager nor sub-adviser has an agreement with a target portfolio’s investment adviser. As a result, they may be able to perform only limited due diligence on the target portfolio’s investment adviser to determine, among other things, whether the investment adviser is adhering to the target portfolio’s investment guidelines and whether the risks disclosed in the target portfolio’s offering documents (e.g., its prospectus and statement of additional information) reflect the risks of the target portfolio.
Potential Impact on Target Portfolio. Quality Fund’s purchases and sales of securities for its own portfolio may adversely impact the management of the target portfolio and thus, Quality Fund itself.
Accuracy of Target Portfolio Information. Quality Fund relies on each target portfolio to disclose publicly accurate information about its portfolio holdings on or before the deadlines required for such disclosure. Any failure by a target portfolio to file accurate and timely portfolio information could affect the performance of Quality Fund.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Foreign Securities. To the extent Quality Fund holds foreign securities (primarily through ADRs), financial information concerning those entities may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which those foreign securities are principally traded may have limited liquidity, and be subject to complex rules, arbitrary rules or both.
Quality Fund also may have a limited ability to protect its investment under foreign property and securities laws, and it may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
Non-Diversification. Quality Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Quality Fund.
Sector. Quality Fund may at any one time have significant investments in one or more specific industry sectors to the extent that Quality Fund’s benchmark is concentrated in specific industry sectors, although Quality Fund does not have a policy to concentrate in any specific industry sector. To the extent that Quality Fund has significant investments in a specific sector, it is subject to risk of loss of that sector as a result of adverse economic, business or other developments to that sector, which may be greater than general market risk.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Quality Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing the fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Pear Tree Axiom Emerging Markets World Equity Fund
Investment Objective
Long-term growth of capital. There is no guarantee that Emerging Markets Fund will achieve its objective. Emerging Markets Fund’s investment objective may be changed by its Trustees and without shareholder approval. Emerging Markets Fund will notify shareholders at least 60 days prior to any such change.
Principal Investment Strategies
Under normal market conditions, Emerging Markets Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities, including American Depositary Receipts (ADRs), warrants and rights, of emerging markets issuers. Emerging Markets Fund generally defines an emerging market issuer as an issuer that is organized under the laws of an emerging markets country, or has its headquarters located in an emerging markets country, or whose shares are traded on an exchange located in an emerging markets country. An emerging market country is a country included in the MSCI Emerging Markets Index, which currently consist of Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. In managing Emerging Markets Fund’s portfolio, its sub-adviser may allocate more than 25 percent of the fund’s assets among various regions and countries, although the fund’s principal strategies do not require it to invest such percentages in any specific region or for extended periods. Emerging Markets Fund also may invest in companies of any market capitalization.
In managing Emerging Markets Fund’s assets, its sub-adviser uses primarily a bottom-up, fundamental-research investment process. The sub-adviser looks to invest Emerging Markets Fund’s assets in securities of companies that it believes demonstrate better than generally anticipated progress in its key business drivers. Key business drivers are factors that the sub-adviser has determined could significantly impact a company’s short- and long-term financial performance, and they typically fall into the following categories: company-specific factors (e.g., new products, market share, restructuring); industry-specific factors (e.g., overall supply and demand, consolidation, growth rate); country- or regional-specific factors (e.g., political and social changes, structural market reform); secular trends (e.g., graying populations, the technology and communications revolution, globalization of finance); and macroeconomic factors (e.g., GDP growth, inflation, interest rates).
Valuation is an integral consideration in the sub-adviser’s investment process. The sub-adviser considers a company’s current and expected market valuations in order to evaluate its prospects as a potential investment for Emerging Markets Fund. In determining a company’s expected valuation, as well as evaluating the accuracy of its current market valuation, the sub-adviser typically relies on conventional valuation parameters, such as price-to-earnings ratios, price-to-earnings growth ratios, price-to-cash flow ratios, and price-to-book ratios, although it also may rely on other parameters depending on the company, its industry, its country, or its region. Any insights gained from reviewing a company’s valuation are used to supplement the sub-adviser’s analysis to allow the sub-adviser to calibrate investor expectations for key business drivers.
Principal Investment Risks
All investments carry a certain amount of risk. You may lose money by investing in Emerging Markets Fund. In addition to the risks common to all Pear Tree Funds (see “— Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Emerging Markets Fund.
Foreign Securities, including Emerging Markets Securities. Financial information concerning foreign issuers may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which Emerging Markets Fund invests may have limited liquidity, and be subject to complex rules, arbitrary rules or both. Emerging Markets Fund also may have a limited ability to protect its investment under foreign property and securities laws, and it may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. Emerging Markets Fund from time to time also may have assets concentrated in a specific geographic region and/or an individual country depending on the country weights of the MSCI Emerging Markets Index, thus exposing Emerging Markets Fund to the specific risks of that region or country. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries. The events that lead to those greater risks include political instability, immature economic and financial institutions, local economies typically dependent on one or several natural resources, local property and securities laws that lack clarity or certainty, generally limited market liquidity, local ownership rules, currency
exchange restrictions and restrictions on the repatriation of investment income and capital. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners.
In these markets, Emerging Markets Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.
Chinese/Hong Kong Securities. Securities issued by Chinese and Hong Kong companies share many risk characteristics of emerging markets securities. In addition, China’s legal system is, when compared to the U.S.’s, undeveloped. Hong Kong, nominally an autonomous region of China, has experienced political tensions since it ceased to be a British colony. The principal Chinese and Hong Kong stock exchanges generally have listing standards similar to the principal U.S. stock exchanges. The rules that govern public companies in China and Hong Kong, however, are significantly different from those in the U.S., have from time to time been applied arbitrarily by local regulators, and require of issuers significantly less financial transparency.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Emerging Markets Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing the fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Active Management Risk. The sub-adviser’s judgments about the attractiveness, value, or potential appreciation of Emerging Markets Fund’s investments may prove to be incorrect. If the securities selected and strategies employed by Emerging Markets Fund fail to produce the intended results, Emerging Markets Fund could underperform other funds with similar objectives and investment strategies.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Emerging Markets Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Growth and Value Stock Investing. Growth and value investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment. As Emerging Markets holds stocks with both growth and value characteristics, from time to time it could underperform stock funds that take a strictly growth or value approach to investing. Growth stocks generally are more volatile than the overall stock market and can have sharp price declines as a result of earnings disappointments. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Forward and Currency Contracts. Forward and currency contracts are subject to the risks inherent in most derivative contracts. In addition, they also may be subject to certain non-market based risks that are difficult to predict, such as governmental, trade, fiscal, monetary and exchange control programs and policies. Currency contracts also may be subject to national and international political and economic events. Under certain market conditions, Emerging Markets Fund could lose more than the amount it originally invested. Emerging Markets Fund also may find that under certain market conditions, it may be difficult or impossible to liquidate a position.
Sector. Emerging Markets Fund may at any one time have significant investments in one or more specific industry sectors to the extent that Emerging Markets Fund’s benchmark is concentrated in specific industry sectors, although Emerging Markets Fund does not have a policy to concentrate in any specific industry sector. To the extent that Emerging Markets Fund has significant investments in a specific sector, it is subject to risk of loss as a result of adverse economic, business or other developments to that sector in addition to general market risks.
Pear Tree Polaris Foreign Value Fund
Investment Objective
Long-term growth of capital and income. There is no guarantee that Foreign Value Fund will achieve its objective. Foreign Value Fund’s investment objective may be changed by its Trustees and without shareholder approval. Foreign Value Fund will notify shareholders at least 60 days prior to any such change.
Principal Investment Strategies
Under normal market conditions, Foreign Value Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities issued by foreign markets value issuers. A foreign markets issuer is an issuer operating in any industry sector that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Issuers in which Foreign Value Fund invests may have any market capitalization. Equity securities include common and preferred shares, warrants and other rights derivative of or convertible into common stocks, American Depositary Receipts (ADRs), that is, certificates that trade in the U.S. and which represent title to shares of a foreign markets issuer held by an overseas bank, and Indian participatory notes (generally an interest in a pool of Indian-listed securities that is traded exclusively outside India by non-Indian registered investors), as well as shares of mutual funds and exchange-traded funds (ETFs), each of which invests at least 80 percent of its net assets in similar securities issued by foreign markets value issuers.
To manage Foreign Value Fund’s portfolio, its sub-adviser seeks to identify 50 to 125 value securities, that is, foreign markets securities that the sub-adviser considers as being mispriced by the market but having the best opportunity for price appreciation to reflect their long-term fundamental valuations and/or future cash flows. To select specific investments, the sub-adviser looks for market inefficiencies using a proprietary quantitative investment process focused on bottom-up fundamental research. It then combines that process with traditional value-based research, as well as country and industry determinants. Portfolio investments are typically equally weighted at the time of investment and generally held for three to five years. Foreign Value Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
Foreign Value Fund also may utilize options in an attempt to improve the risk/return profile of Foreign Value Fund’s returns. Selling/writing call options is designed to provide income to Foreign Value Fund (i.e., the writer of the call option is paid a premium, but it is obligated to sell a security at a target price). Purchasing put options (i.e., the purchaser has the right to sell a security at a target price) is designed to protect Foreign Value Fund from dramatic downward movements in a security, effectively locking in a minimum sale price for that security. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors. Foreign Value Fund also may for hedging purposes buy and sell forward foreign currency exchange contracts in connection with its investments.
Generally, Foreign Value Fund invests in foreign markets issuers in Europe, Australia, as well as the larger capital markets of the Far East. Foreign Value Fund, however, also may invest without limit in emerging markets issuers, that is, an issuer organized under the laws of, or whose securities are traded in, a country included in the MSCI Emerging Markets Index. As of June 1, 2020, the countries included in the MSCI Emerging Markets Index were: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates. Foreign Value Fund generally will be invested in issuers in fifteen or more foreign countries and fifteen or more industry sectors. However, Foreign Value Fund may be invested in securities from any country, any industry sector, or of any market capitalization amount.
Principal Investment Risks
All investments carry a certain amount of risk. You may lose money by investing in Foreign Value Fund. In addition to the risks common to all Pear Tree Funds (see “— Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Foreign Value Fund.
Foreign Securities, including Emerging Markets Securities. Financial information concerning foreign issuers may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which Foreign Value Fund invests may have limited liquidity, and be subject to complex rules, arbitrary rules or both. Foreign Value Fund also may have a limited ability to protect its investment under foreign property and securities laws, and it may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. When Foreign Value Fund sells a foreign currency or foreign currency denominated security, its value may be worth less in U.S. dollars even if the investment increases in value in its local market. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries. The events that lead to those greater risks include political instability, immature economic and financial institutions, local economies typically dependent on one or several natural resources, local property and securities laws that lack clarity or certainty, generally limited market liquidity, local ownership rules, currency exchange restrictions and restrictions on the repatriation of investment income and capital. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, Foreign Value Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.
Value Stock Investing. Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment. As Foreign Value Fund holds stocks with value characteristics, from time to time it could underperform stock funds that take a strictly growth approach to investing. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Foreign Value Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Foreign Value Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing the fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Investment Strategies, Generally, and Quantitative Investment Risk. Foreign Value Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of Foreign Value Fund's portfolio. The quantitative investment models used to manage Foreign Value Fund’s portfolio may not perform as expected and may underperform the market as a whole. Underperformance by the model may be as a result of the factors used in building the quantitative analytical framework of the model, the weights placed on each factor, the accuracy of historical data supplied by third parties, and changing sources of market returns. Foreign Value Fund's quantitative investment model is more complex than a typical non-quantitative investment strategy, and thus, may be less predictable in how it may react to specific market or political events.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with foreign equities, such as fluctuations in foreign currencies and foreign investment risks, primarily political and financial instability, less liquidity, lack of uniform accounting, auditing and financial reporting standards and increased price volatility. In addition, an ADR may not track the price of the underlying foreign security.
Currency and Option Contracts. Currency, forwards and options contracts are subject to the risks inherent in most derivative contracts. In addition, currency contracts also may be subject to national and international political and economic events. Options contracts, including options on futures contracts, also are subject to the risks of a leveraged transaction, that is, a move against Foreign Value Fund’s open position could cause Foreign Value Fund to lose its premium, initial margin and any additional funds deposited to establish or maintain the position, and Foreign Value Fund may be required to deposit a substantial amount of additional market funds on short notice to maintain the position. Under certain market conditions, Foreign Value Fund investing in an option contact could lose more than the amount it originally invested. Foreign Value Fund also may find that under certain market conditions, it may be difficult or impossible to liquidate an open option contract.
Investments in Other Collective Investment Funds. To the extent that Foreign Value Fund invests in mutual funds and ETFs Foreign Value Fund's investment performance would be directly related to the investment performance of the other funds. Foreign Value Fund also would bear its proportionate share of any management and other fees paid by the other collective investment funds in addition to the investment management and other fees paid by Foreign Value Fund. As a result, shareholders of Foreign Value Fund would be subject to some duplication of fees.
Non-Diversification. Foreign Value Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Fund.
Sector. Foreign Value Fund may at any one time have significant investments in one or more specific industry sectors to the extent that Foreign Value Fund’s benchmark is concentrated in specific industry sectors, although Foreign Value Fund does not have a policy to concentrate in any specific industry sector. To the extent that Foreign Value Fund has significant investments in a specific sector, it is subject to risk of loss of that sector as a result of adverse economic, business or other developments to that sector, which may be greater than general market risk.
Regional/Country Focus. Foreign Value Fund does not have a policy of investing a significant portion of its assets in any particular region or country. However, to the extent that Foreign Value Fund focuses its investments in a particular geographic region or country, it may be subject to increased currency, political, regulatory and other risks associated with that region or country. As a result, Foreign Value Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.
Pear Tree Polaris International Opportunities Fund
Investment Objective
Long-term capital appreciation. There is no guarantee that International Opportunities Fund will achieve its objective. International Opportunities Fund’s investment objective may be changed by its Trustees and without shareholder approval. International Opportunities Fund will notify shareholders at least 60 days prior to any such change.
Principal Investment Strategies
Under normal market conditions, International Opportunities Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities issued by foreign markets issuers. A foreign markets issuer is an issuer operating in any industry sector that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Issuers in which International Opportunities Fund invests may have any market capitalization. Equity securities include common and preferred shares, warrants and other rights derivative of or convertible into common stocks, American Depositary Receipts (ADRs), that is, certificates that trade in the U.S. and which represent title to shares of a foreign markets issuer held by an overseas bank, and Indian participatory notes (generally an interest in a pool of Indian-listed securities that is traded exclusively outside India by non-Indian registered investors), as well as shares of mutual funds and exchange-traded funds (ETFs), each of which invests at least 80 percent of its net assets in similar securities issued by foreign markets issuers.
To manage International Opportunities Fund’s portfolio, its sub-adviser generally seeks to identify more than 30 foreign markets securities the sub-adviser considers as having the best opportunity for total return to select specific investments, the sub-adviser is opportunistic, that is, looking for market inefficiencies using a proprietary quantitative investment process focused on bottom-up fundamental research. It then combines that process with fundamental research, as well as country and industry determinants. Portfolio investments are typically equally weighted at the time of investment and acquired with the expectation of a long-term holding period. International Opportunities Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
International Opportunities Fund also may utilize options in an attempt to improve the risk/return profile of International Opportunities Fund’s returns. Selling/writing call options is designed to provide income to International Opportunities Fund (i.e., the writer of the call option is paid a premium, but it is obligated to sell a security at a target price). Purchasing put options (i.e., the purchaser has the right to sell a security at a target price) is designed to protect International Opportunities Fund from dramatic downward movements in a security, effectively locking in a minimum sale price for that security. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors. International Opportunities Fund also may for hedging purposes buy and sell forward foreign currency exchange contracts in connection with its investments.
Generally, International Opportunities Fund invests in foreign markets issuers in the countries represented by the MSCI ACWI ex USA Index. As of June 1, 2020, the MSCI ACWI ex USA Index comprised issuers from countries representing 22 developed markets (Europe, Canada, Australia, and New Zealand, as well as the larger capital markets of the Far East) and 26 emerging markets. International Opportunities Fund generally will be invested in issuers in fifteen or more foreign countries and fifteen or more industry sectors. However, International Opportunities Fund may be invested in securities from any country, any industry sector, or of any market capitalization amount.
Principal Investment Risks
All investments carry a certain amount of risk. You may lose money by investing in International Opportunities Fund. In addition to the risks common to all Pear Tree Funds (see “— Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in International Opportunities Fund.
Foreign Securities, including Emerging Markets Securities. Financial information concerning foreign issuers may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which International Opportunities Fund invests may have limited liquidity, and be subject to complex rules, arbitrary rules or both. International Opportunities Fund also may have a limited ability to protect its investment under foreign property and securities laws, and it may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. When International Opportunities Fund sells a foreign currency or foreign currency denominated security, its value may be worth less in U.S. dollars even if the investment increases in value in its local market. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries. The events that lead to those greater risks include political instability, immature economic and financial institutions, local economies typically dependent on one or several natural resources, local property and securities laws that lack clarity or certainty, generally limited market liquidity, local ownership rules, currency exchange restrictions and restrictions on the repatriation of investment income and capital. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, International Opportunities Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.
Opportunistic Stock Investing. Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment. Strategies favoring growth stocks generally are more volatile than the overall stock market. Strategies favoring value stocks typically carry the risk that market prices may never recognize their intrinsic values. As International Opportunities Fund holds stocks focused on growing cash-flow characteristics, from time to time it could underperform other mutual funds that use alternative metrics in their valuation criteria.
Large- and Mid-Capitalization Securities. Securities issued by large- and mid-cap companies tend to be less volatile than securities issued by smaller companies. Larger companies, however, may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Small- and Micro-Capitalization Securities. Investments in small- and micro-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of International Opportunities Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, International Opportunities Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing the fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Investment Strategies, Generally, and Quantitative Investment Risk. International Opportunities Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of International Opportunities Fund's portfolio. The quantitative investment models used to manage International Opportunities Fund’s portfolio may not perform as expected and may underperform the market as a whole. Underperformance by the model may be as a result of the factors used in building the quantitative analytical framework of the model, the weights placed on each factor, the accuracy of historical data supplied by third parties, and changing sources of market returns. International Opportunities Fund's quantitative investment model is more complex than a typical non-quantitative investment strategy, and thus, may be less predictable in how it may react to specific market or political events.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with foreign equities, such as fluctuations in foreign currencies and foreign investment risks, primarily political and financial instability, less liquidity, lack of uniform accounting, auditing and financial reporting standards and increased price volatility. In addition, an ADR may not track the price of the underlying foreign security.
Currency and Option Contracts. Currency, forwards and options contracts are subject to the risks inherent in most derivative contracts. In addition, currency contracts also may be subject to national and international political and economic events. Options contracts, including options on futures contracts, also are subject to the risks of a leveraged transaction, that is, a move against International Opportunities Fund’s open position could cause International Opportunities Fund to lose its premium, initial margin and any additional funds deposited to establish or maintain the position, and International Opportunities Fund may be required to deposit a substantial amount of additional market funds on short notice to maintain the position. Under certain market conditions, International Opportunities Fund investing in an option contact could lose more than the amount it originally invested. International Opportunities Fund also may find that under certain market conditions, it may be difficult or impossible to liquidate an open option contract.
Investments in Other Collective Investment Funds. To the extent that International Opportunities Fund invests in mutual funds and ETFs, its investment performance would be directly related to the investment performance of the other funds. International Opportunities Fund also would bear its proportionate share of any management and other fees paid by the other collective investment funds in addition to the investment management and other fees paid by International Opportunities Fund. As a result, shareholders of International Opportunities Fund would be subject to some duplication of fees.
Non-Diversification. International Opportunities Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on International Opportunities Fund.
Sector. International Opportunities Fund may at any one time have significant investments in one or more specific industry sectors to the extent that International Opportunities Fund’s benchmark is concentrated in specific industry sectors, although International Opportunities Fund does not have a policy to concentrate in any specific industry sector. To the extent that International Opportunities Fund has significant investments in a specific sector, it is subject to risk of loss of that sector as a result of adverse economic, business or other developments to that sector, which may be greater than general market risk.
Regional/Country Focus. International Opportunities Fund does not have a policy of investing a significant portion of its assets in any particular region or country. However, to the extent that International Opportunities Fund focuses its investments in a particular geographic region or country, it may be subject to increased currency, political, regulatory and other risks associated with that region or country. As a result, International Opportunities Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.
Pear Tree Polaris Foreign Value Small Cap Fund
Investment Objective
Long-term growth of capital and income. There is no guarantee that Foreign Value Small Cap Fund will achieve its objective. Foreign Value Small Cap Fund’s investment objective may be changed by its Trustees and without shareholder approval. Foreign Value Small Cap Fund will notify shareholders at least 60 days prior to any such change.
Principal Investment Strategies
Under normal market conditions, Foreign Value Small Cap Fund invests at least 80 percent of its net assets (plus borrowings for investment purposes) in equity securities issued by foreign markets, small-cap value issuers. A foreign markets issuer is an issuer operating in any industry sector that derives at least 50 percent of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. A small-cap issuer is a company having a market capitalization at time of purchase between $50 million to $5 billion. Equity securities include common and preferred shares, warrants and other rights derivative of or convertible into common stocks, American Depositary Receipts (ADRs), that is certificates that trade in the U.S. and which represent title to shares of a foreign markets issuer held by an overseas bank, and Indian participatory notes (generally an interest in a pool of Indian-listed securities that is traded exclusively outside India by non-Indian registered investors), as well as shares of mutual funds and exchange-traded funds (ETFs), each of which invests at least 80 percent of its net assets in similar securities issued by foreign markets, small cap value issuers.
To manage Foreign Value Small Cap Fund’s portfolio, its sub-adviser seeks to identify 50 to 100 value securities, that is, foreign markets, small-cap securities that the sub-adviser considers as being mispriced by the market but having the best opportunity for price appreciation to reflect their long-term fundamental valuations and/or future cash flows. To select specific investments, the sub-adviser looks for market inefficiencies using a proprietary quantitative investment process focused on bottom-up fundamental research. It then combines that process with traditional value-based research, as well as country and industry determinants. Portfolio investments are typically equally weighted at the time of investment and generally held for three to five years. Foreign Value Small Cap Fund is "non-diversified," which means that it may invest a higher percentage of its assets in a smaller number of issuers.
Foreign Value Small Cap Fund’s sub-adviser may utilize options in an attempt to improve the risk/return profile of Foreign Value Small Cap Fund’s returns. Selling/writing call options is designed to provide income to Foreign Value Small Cap Fund (i.e., the writer of the call option is paid a premium, but it is obligated to sell a security at a target price). Purchasing put options (i.e., the purchaser has the right to sell a security at a target price) is designed to protect Foreign Value Small Cap Fund from dramatic downward movements in a security, effectively locking in a minimum sale price for that security. The extent of the sub-adviser’s use of options may vary over time based on the sub-adviser’s assessment of market conditions and other factors. Foreign Value Small Cap Fund also may for hedging purposes buy and sell forward foreign currency exchange contracts in connection with its investments.
Generally, Foreign Value Small Cap Fund invests in foreign markets issuers in Europe, Australia, as well as the larger capital markets of the Far East. Foreign Value Small Cap Fund, however, also may invest without limit in emerging markets issuers, that is, an issuer organized under the laws of, or whose securities are traded in, a country included in the MSCI Emerging Markets Index. As of June 1, 2020, the countries included in the MSCI Emerging Markets Index were: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates. Foreign Value Small Cap Fund generally will be invested in issuers in ten or more foreign countries. However, Foreign Value Small Cap Fund may be invested in securities from any country, any industry sector, or of any market capitalization amount.
Principal Investment Risks
All investments carry a certain amount of risk. You may lose money by investing in Foreign Value Small Cap Fund. In addition to the risks common to all Pear Tree Funds (see “— Investment Risks Common to All Pear Tree Funds”), below is a description of the principal risks of investing in Foreign Value Small Cap Fund.
Foreign Securities, including Emerging Markets Securities. Financial information concerning foreign issuers may be more limited than information generally available from U.S. issuers or not available. Non-U.S. equity markets in which Foreign Value Small Cap Fund invests may have limited liquidity, and be subject to complex rules, arbitrary rules or both. Foreign Value Small Cap Fund also may have a limited ability to protect its investment under foreign property and securities laws, and it may have difficulty from time to time converting local currency into U.S. dollars. Moreover, the value of foreign instruments tends to be adversely affected by local or regional political and economic developments, as well as changes in exchange rates. When Foreign Value Small Cap Fund sells a foreign currency or foreign currency denominated security, its value may be worth less in U.S. dollars even if the investment increases in value in its local market. The value of a foreign security may change materially at times when U.S. markets are not open for trading.
For emerging market equity securities, these risks tend to be greater than for securities of issuers located in more developed countries. The events that lead to those greater risks include political instability, immature economic and financial institutions, local economies typically dependent on one or several natural resources, local property and securities laws that lack clarity or certainty, generally limited market liquidity, local ownership rules, currency exchange restrictions and restrictions on the repatriation of investment income and capital. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, Foreign Value Small Cap Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.
Value Stock Investing. Different investment styles periodically come into and fall out of favor with investors, depending on market conditions and investor sentiment. As Foreign Value Small Cap Fund holds stocks with value characteristics, from time to time it could underperform stock funds that take a strictly growth approach to investing. Value stocks typically carry the risk that market prices may never recognize their intrinsic values.
Small-Capitalization Securities. Investments in small-capitalization companies typically present greater risks than investments in larger companies because small companies often have limited product lines and few managerial or financial resources. As a result, the performance of Foreign Value Small Cap Fund may be more volatile than a fund that invests only in large- and mid-cap stocks.
Liquidity Risk. To meet shareholder redemption requests and other cash requirements, Foreign Value Small Cap Fund may have to sell certain portfolio securities at times when there may be few, if any, buyers, causing the fund to accept sale prices below the amounts that had been used by the fund to determine its net asset value.
Investment Strategies, Generally, and Quantitative Investment Risk. Foreign Value Small Cap Fund’s investment strategy is based on assumptions of market and investor behavior. There are risks that those assumptions are incorrect, become outdated, or do not apply to specific market and political events. In those cases, the investment strategy is likely not to operate as anticipated, causing a loss in the value of Foreign Value Small Cap Fund's portfolio. The quantitative
investment models used to manage Foreign Value Small Cap Fund’s portfolio may not perform as expected and may underperform the market as a whole. Underperformance by the model may be as a result of the factors used in building the quantitative analytical framework of the model, the weights placed on each factor, the accuracy of historical data supplied by third parties, and changing sources of market returns. Foreign Value Small Cap Fund's quantitative investment model is more complex than a typical non-quantitative investment strategy, and thus, may be less predictable in how it may react to specific market or political events.
Risks of Investing in ADRs. The risks of investing in ADRs include the risks of investing in individual U.S. equities, but they also include risks associated with foreign equities, such as fluctuations in foreign currencies and foreign investment risks, primarily political and financial instability, less liquidity, lack of uniform accounting, auditing and financial reporting standards and increased price volatility. In addition, an ADR may not track the price of the underlying foreign security.
Currency and Option Contracts. Currency, forwards and options contracts are subject to the risks inherent in most derivative contracts. In addition, currency contracts also may be subject to national and international political and economic events. Options contracts, including options on futures contracts, also are subject to the risks of a leveraged transaction, that is, a move against Foreign Value Small Cap Fund’s open position could cause Foreign Value Small Cap Fund to lose its premium, initial margin and any additional funds deposited to establish or maintain the position, and Foreign Value Small Cap Fund may be required to deposit a substantial amount of additional market funds on short notice to maintain the position. Under certain market conditions, Foreign Value Small Cap Fund investing in an option contact could lose more than the amount it originally invested. Foreign Value Small Cap Fund also may find that under certain market conditions, it may be difficult or impossible to liquidate an open option contract.
Investments in Other Collective Investment Funds. To the extent that Foreign Value Small Cap Fund invests in mutual funds and ETFs Foreign Value Small Cap Fund's investment performance would be directly related to the investment performance of the other funds. Foreign Value Small Cap Fund also would bear its proportionate share of any management and other fees paid by the other collective investment funds in addition to the investment management and other fees paid by Foreign Value Small Cap Fund. As a result, shareholders of Foreign Value Small Cap Fund would be subject to some duplication of fees.
Non-Diversification. Foreign Value Small Cap Fund is “non-diversified,” As a result, a decline in the value of the securities of one issuer could have a significant negative effect on Foreign Value Small Cap Fund.
Sector. Foreign Value Small Cap Fund may at any one time have significant investments in one or more specific industry sectors to the extent that Foreign Value Small Cap Fund’s benchmark is concentrated in specific industry sectors, although Foreign Value Small Cap Fund does not have a policy to concentrate in any specific industry sector. To the extent that Foreign Value Small Cap Fund has significant investments in a specific sector, it is subject to risk of loss of that sector as a result of adverse economic, business or other developments to that sector, which may be greater than general market risk.
Regional/Country Focus. Foreign Value Small Cap Fund does not have a policy of investing a significant portion of its assets in any particular region or country. However, to the extent that Foreign Value Small Cap Fund focuses its investments in a particular geographic region or country, it may be subject to increased currency, political, regulatory and other risks associated with that region or country. As a result, Foreign Value Small Cap Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.
Principal Investment Strategies Common to all Pear Tree Funds
The following principal investment strategies are common to all Pear Tree Funds:
Derivatives. Each Pear Tree Fund, other than Emerging Markets Fund, may invest in derivatives for the purpose of hedging the value of the portfolio or to establish a position in the future. Emerging Markets Fund may invest in derivatives for cash-equitization purposes (such as to manage temporary cash positions). Each Pear Tree Fund’s investments in derivative instruments are subject to a number of risks. Many derivatives are instruments negotiated with a single counterparty, and thus, may not be resold, may be terminated only subject to penalty, and may be subject to non-performance by the counterparty. In part because of their complexity, many derivatives also involve the risk of mispricing or improper valuation, as well as the risk that the value of the derivative may not increase or decrease as expected. Certain derivatives also allow them to leverage their portfolios, and thus, could lose more than the principal amount it invested in those derivatives.
Cash Management. From time to time, a Pear Tree Fund will hold some of its assets as cash and/or cash equivalent financial instruments. Any cash or cash equivalent position held by a Pear Tree Fund typically is as a result of uninvested
proceeds of a prior investment, uninvested cash received from new subscriptions, or uninvested cash being held to meet anticipated redemptions. Cash equivalent instruments include repurchase agreements and interests in money market funds and other investment funds intended for short-term liquid investments. Except when a Pear Tree Fund employs a temporary defensive position or anticipates significant fund redemptions, it is not the policy of the Pear Tree Funds to maintain a significant portion of its assets as cash or cash equivalent instruments.
Temporary Defensive Positions. From time to time, a Pear Tree Fund may take temporary defensive positions that are inconsistent with the Pear Tree Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. When taking a defensive position, the Pear Tree Fund may not achieve its investment objective.
Principal Investment Risks Common to All Pear Tree Funds
The following are principal risks that are common to the Pear Tree Funds as well as most equity funds:
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Risks Associated with Markets Generally, Specific Industries and Specific Holdings. The share price of a Pear Tree Fund may fall because of weakness in and external shocks to the stock markets, generally, weakness with respect to a particular industry in which the Pear Tree Fund has significant holdings, or weaknesses associated with one or more specific companies in which the Pear Tree Fund may have substantial investments. A Pear Tree Fund's investments also may fluctuate significantly in value over short periods of time, causing the Pear Tree Fund's share price to be volatile.
The stock markets generally may decline because of adverse economic and financial developments in the U.S. and abroad. In addition, there is a risk that policy changes by the Federal Reserve and/or other government actors, such as increasing interest rates, could cause increased volatility in financial markets, and higher levels of fund redemptions. Trade barriers and other protectionist trade policies (including those policies adopted by the U.S.) also may have a negative impact on a Pear Tree Fund.
Industry or company earnings may deteriorate because of a variety of factors, including maturing product lines, changes in technologies, new competition and changes in management. Such weaknesses typically lead to changes in investor expectations of future earnings and a lack of confidence in current stock prices. Downward pressures on stock prices accelerate if institutional investors, who comprise a substantial portion of the market, also lose confidence in current prices.
The equity holdings of a Pear Tree Fund, which may include common stocks, convertible securities, preferred stocks, warrants and sponsored and unsponsored ADRs, may decline in value because of changes in the price of a particular holding or a broad stock market decline. Common stock ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a security may decline for a number of reasons that directly relate to the issuer of a security or broader economic or market events including changes in interest rates.
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Liquidity. Some Pear Tree Fund portfolio holdings may be subject to legal or contractual restrictions on resale, making them difficult to sell, especially in a timely manner. Adverse market or economic conditions may result in limited or no trading market for other securities held by a Pear Tree Fund. Under any of these conditions, it may be difficult for a Pear Tree Fund selling one of these securities to receive a sales price comparable to the value assigned to the security by the Pear Tree Fund, or if the Pear Tree Fund continues to hold the security in its portfolio, to determine the value of the security.
Certain types of securities, once sold, may not settle for extended periods of time, in which case the selling Pear Tree Fund would not receive the sales proceeds to meet its obligations, including shareholder redemption request, or reinvest in additional portfolio securities.
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Investment Strategies. Each Pear Tree Fund pursues its investment objective using a specific investment strategy. An investment strategy generally is a set of principles or rules that are designed to assist the Fund in selecting its portfolio securities. For the most part, the principles or rules comprising a Fund’s investment strategy involve a tradeoff between principles or rules that are intended to help the Fund consistently increase the value of its portfolio, and principles or rules that are intended to prevent the Fund from losing all or substantially all of its value. For all Pear Tree Fund investment strategies, there are risks that a strategy will not perform as anticipated, or that market and other conditions under which the investment strategy is expected to perform as anticipated, will not occur.
Changes in Policies
Each Pear Tree Fund’s policy of investing at least 80 percent of its net assets (less borrowings for investment purposes) in a particular type of investment may not be revised unless that Pear Tree Fund’s shareholders are notified at least 60 days in advance of the proposed change.
Disclosure of Portfolio Holdings
A description of the Pear Tree Funds’ policies and procedures with respect to the disclosure of the Pear Tree Funds’ portfolio securities is available in the Pear Tree Funds’ Statement of Additional Information.
MANAGEMENT OF PEAR TREE FUNDS
Pear Tree Advisors, Inc., 55 Old Bedford Road, Suite 202, Lincoln, MA 01773 (the “Manager”) is responsible for day-to-day management of the business and affairs of the Pear Tree Funds subject to oversight by the Board.
The Manager
The Manager is a privately held financial services firm providing Management and administrative services and facilities to the Pear Tree Funds. As of June 30, 2020, the Manager had approximately $3.9 billion in assets under management.
The Manager may, subject to the approval of the Trustees, choose the investments of the Pear Tree Funds itself or select sub-advisers (each, a “Sub-Adviser”) to execute the day-to-day investment strategies of the Pear Tree Funds. Other than the Quality Fund, the Manager currently employs the Sub-Advisers to make the investment decisions and portfolio transactions for the Pear Tree Funds and supervises the Sub-Advisers’ investment programs. With respect to the Quality Fund, the Manager selects the target portfolio, and the Sub-Adviser assists the Manager in implementing changes in Quality Fund's portfolio to generally reflect the composition of the target portfolio.
The Pear Tree Funds and the Manager have received an exemptive order from the Securities and Exchange Commission that permits the Manager, subject to certain conditions, to enter into or amend an advisory contract with unaffiliated Sub-Advisers with respect to any Pear Tree Fund without obtaining shareholder approval. With Trustees approval, the Manager may employ a new unaffiliated Sub-Adviser for the Pear Tree Fund, change the terms of the advisory contract with an unaffiliated Sub-Adviser, or enter into new advisory contracts with a Sub-Adviser. The Manager retains ultimate responsibility to oversee the Sub-Advisers to the Pear Tree Funds and to recommend their hiring, termination, and replacement. Shareholders of the Pear Tree Fund continue to have the right to terminate the advisory contract applicable to the Pear Tree Fund at any time by a vote of the majority of the outstanding voting securities of the Pear Tree Fund. Shareholders will be notified if the Sub-Adviser is removed or replaced or if there has been any material amendment to an advisory contract.
The Sub-Advisers and Portfolio Management
The Sub-Advisers provide portfolio management and related services to each Pear Tree Fund, including trade execution.
The Statement of Additional Information provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager and each portfolio manager’s ownership of shares of his or her Fund.
Pear Tree Quality Fund
Sub-Adviser Chartwell Investment Partners, LLC (“Chartwell”), 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312 serves as the Sub-Adviser to Pear Tree Quality Fund. As of June 30, 2020, Chartwell had approximately $9.3 billion in assets under management. The Manager determines the target portfolio as well as the actual composition of the Quality Fund portfolio. The following Chartwell employee serves as the portfolio manager to Quality Fund and in that capacity, is responsible for assisting the Manager in implementing portfolio changes.
Portfolio manager
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Portfolio manager
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Primary title(s) with Sub-Adviser, primary role and investment experience
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Mark D. Tindall, CFA
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Since 2011*
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Portfolio Manager
Investment professional since 1999
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Served as portfolio manager with Quality Fund's previous sub adviser.
Pear Tree Axiom Emerging Markets World Equity Fund
Sub-Adviser Axiom International Investors, LLC. (“Axiom”), 33 Benedict Place, Greenwich, Connecticut 06830, serves as the Sub-Adviser to Emerging Markets Fund. As of June 30, 2020, Axiom had approximately $14 billion in assets under management in portfolios of institutional clients. The portfolio managers for Emerging Markets Fund are jointly and primarily responsible for the portfolio management of the Emerging Markets Fund.
Pear Tree Axiom Emerging Markets World Equity Fund
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Portfolio manager
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Primary title(s) with Sub-Adviser, primary role and investment experience
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Andrew Jacobson, CFA
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Emerging Markets Fund since 2018
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CEO/ Chief Investment Officer, Founder and Lead Portfolio Manager
Investment professional since 1987
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Christopher Lively, CFA
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Emerging Markets Fund since 2018
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Managing Director/Portfolio Manager, Co-Portfolio Manager
Investment professional since 1986
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Jose Gerado Morales, CFA
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Emerging Markets Fund since 2018
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Senior Vice President/Portfolio Manager, Co-Portfolio Manager
Investment professional since 1988
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Pear Tree Polaris Small Cap Fund, Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Foreign Value Small Cap Fund, and Pear Tree Polaris International Opportunities Fund
Sub-Adviser Polaris Capital Management, LLC (“Polaris”), 121 High Street, Boston, Massachusetts 02110, serves as the Sub-Adviser to Small Cap Fund, Foreign Value Fund, Foreign Value Small Cap Fund and International Opportunities Fund. As of June 30, 2020, Polaris had approximately $10.5 billion in assets under management for institutional clients and affluent individuals.
The portfolio managers for each of Small Cap Fund, Foreign Value Fund and Foreign Value Small Cap Fund are jointly and primarily responsible for the portfolio management of that Fund.
Portfolio manager
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Portfolio manager
experience in these Funds
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Primary title(s) with Sub-Adviser, primary role and investment experience
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Bernard R. Horn, Jr.
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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
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President and Chief Investment Officer since 1998.
Founder and Portfolio Manager since 1995.
Investment professional since 1980.
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Sumanta Biswas, CFA
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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
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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.
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Bin Xiao, CFA
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Small Cap Fund since 2015
Foreign Value Fund since 2008
Foreign Value Small Cap Fund since 2008
International Opportunities Fund since 2019
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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.
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Portfolio manager
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Portfolio manager
experience in these Funds
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Primary title(s) with Sub-Adviser, primary role and investment experience
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Jason M. Crawshaw
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Small Cap Fund since 2016
Foreign Value Fund since 2017
Foreign Value Small Cap Fund since 2017
International Opportunities Fund since 2019
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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.
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Management and Sub-Advisory Fees
As compensation for services rendered for fiscal year ended March 31, 2020, each Pear Tree Fund paid the Manager from the assets of the fund as follows.
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Management Fees
(without fee waivers)
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Management Fees
(net of fee waivers)
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Small Cap Fund
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0.80%
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0.80%
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Quality Fund
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1.00%
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0.73%
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Emerging Markets Fund
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1.00%
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0.78%
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Foreign Value Fund
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1.00%
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0.90%
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Foreign Value Small Cap Fund
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1.00%
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0.90%
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International Opportunities Fund
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0.90%
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0.90%
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Sub-Advisory Fees
From the management fee, the Manager pays the expenses of providing investment advisory services to the Pear Tree Funds, including the fees of the Sub-Advisers of each individual Pear Tree Fund.
Trustee Approval
A discussion of the factors considered by the Trustees in approving the management and sub-advisory agreement for each Pear Tree Fund is included in the Pear Tree Funds’ Semi-Annual Report for the period ended September 30.
Fee Waivers/Expense Limitation
Pear Tree Quality Fund The Manager has agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to Quality Fund, such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of Quality Fund would be calculated using (a) an annual rate of 0.75 percent for the first $125 million of Quality Fund’s net assets, and (b) an annual rate of 0.50 percent for Quality Fund’s net assets in excess of $125 million.
The Manager also has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Quality Fund attributable to Institutional Shares such that "Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement" with respect to Institutional Shares, other than extraordinary expenses, is not greater than 0.79 percent of Quality Fund's net assets attributable to Institutional Shares. The aggregate expenses of Quality Fund with respect to Ordinary and R6 Shares remain unchanged. This fee waiver only may be terminated with the approval of the Trustees. This agreement did not take effect until June 1, 2020.
For the year ended March 31, 2020, the Manager waived fees in the aggregate amount of $365,030.
Pear Tree Axiom Emerging Markets World Equity Fund The Manager has agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to Emerging Markets Fund, such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of Emerging Markets Fund would be calculated using (a) an annual rate of 0.78 percent if Emerging Markets Fund’s net assets are up to $300 million, (b) an annual rate of 0.83 percent if Emerging Markets Fund’s net assets are between $300 million and $600 million, and (c) an annual rate of 0.88 percent if Emerging Markets Fund’s net assets are in excess of $600 million.
The Manager also has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Emerging Markets Fund attributable to R6 Shares such that “Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement” with respect to R6 Shares, other than extraordinary expenses, is not greater than 0.99 percent of Emerging Markets Fund’s net assets attributable to R6 Shares. The aggregate expenses of Emerging Markets Fund with respect to Ordinary and Institutional Shares remain unchanged.
For the fiscal year ended March 31, 2020, the Manager waived fees in the aggregate amount of $197,192.
Pear Tree Polaris Foreign Value Fund; Pear Tree Polaris Foreign Value Small Cap Fund The Manager has contractually agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to each of Foreign Value Fund and Foreign Value Small Cap Fund such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of each of Foreign Value Fund and Foreign Value Small Cap Fund would be calculated using an annual rate of 0.90 percent of the Fund’s net assets.
For the fiscal year ended March 31, 2020, the Manager waived fees in the aggregate amount of $3,659,410 and $972,380 respectively.
Pear Tree Polaris Foreign Value Fund The Manager has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Foreign Value Fund attributable to R6 Shares such that “Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement” with respect to R6 Shares, other than extraordinary expenses, is not greater than 0.94 percent of Foreign Value Fund’s net assets attributable to R6 Shares.
For the fiscal year ended March 31, 2020 the Manager waived fees with respect to all share classes in the aggregate amount of $265,092.
Pear Tree Polaris International Opportunities Fund There are currently no agreements to waive International Opportunities Fund management fees or reimburse International Opportunities Fund expenses.
All Funds The Manager, in its capacity as transfer agent to Pear Tree Funds, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with Pear Tree Funds such that the aggregate transfer agent fee with respect to Institutional Shares of each Fund would be calculated using an annual rate of 0.04 percent of the Fund’s net assets attributable to its Institutional Shares. This fee waiver does not apply to Ordinary Shares or R6 Shares of any Pear Tree Fund.
For the fiscal year ended March 31, 2020, the Manager waived fees in the aggregate amount of $3,811,661.
No Recoupment; Termination With respect to each expense reimbursement or fee waiver agreement described above, the Manager does not have the right to recoup from the applicable Pear Tree Fund amounts that it has waived or reimbursed under that agreement. In addition, none of those agreements may be terminated without the consent of the Pear Tree Funds Trustees.
Distributor and Distribution Plan
U.S. Boston Capital Corporation (the “Distributor”) is the distributor (or principal underwriter) of all Pear Tree Fund’s shares.
Each Pear Tree Fund has adopted a distribution plan under Rule 12b-1 to pay for the marketing and distribution of the Fund’s Ordinary Shares and for services provided to shareholders of the Fund’s Ordinary Shares as described above. Rule 12b-1 fees are paid out of the Fund’s assets on an on-going basis, which will increase the cost of your investment and cost more than other types of sales charges. The distribution fee is not directly tied to the Distributor’s expenses. If the Distributor’s expenses exceed the Distributor’s fee, the Fund is not required to reimburse the Distributor for the excess expenses; if the Distributor’s fee exceeds the Distributor’s expenses, the Distributor may realize a profit.
Additional Payments to Financial Intermediaries. The Manager and its affiliates (including the Distributor) may make payments to certain financial intermediaries that sell Ordinary and Institutional Pear Tree Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts, to the extent that the Pear Tree Funds do not pay for these costs directly. They also may make payments to certain financial intermediaries that sell Ordinary and Institutional Pear Tree Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of such payments may include payment of ticket charges per purchase or exchange order placed by a financial intermediary, payment of networking fees in connection with certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial intermediary’s mutual fund trading system.
The Manager and its affiliates also may make payments, out of their own assets based on sales or assets attributable to the intermediary, or such other criteria agreed to by the Manager. Such payments will not impact the total operating expenses of any Pear Tree Fund. The intermediaries to which payments may be made are determined by the Manager. These payments, often referred to as “revenue sharing payments,” may be in addition to other payments such as Rule 12b-1 fees and may provide an incentive, in addition to any sales charge, to these firms to actively promote the Pear Tree Funds or to provide marketing or service support to the Pear Tree Funds. In some circumstances, these payments may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of a Pear Tree Fund. Please contact your financial intermediary for details about revenue sharing payments it may receive.
No dealer compensation is paid from fund assets on sales of R6 Shares. R6 Shares do not carry sales commissions, pay Rule 12b-1 fees, or make payments to financial intermediaries to assist in the Distributor’s efforts to promote the sale of Pear Tree Fund shares. Neither the Manager nor its affiliates make any type of administrative or service payments in connection with investments in R6 Shares.
SHARE CLASS ELIGIBILITY
Each Pear Tree Fund offers three classes of shares: Ordinary Shares, Institutional Shares, and R6 Shares. All Pear Tree Fund shares are offered without any sales charge. Each share class has its own fee structure. Only Ordinary Shares are subject to a 12b-1 plan, which permits a Pear Tree Fund to pay fees for the sale, distribution and service of its Ordinary Shares. As described below, Institutional Shares and R6 Shares generally are available only to limited classes of purchasers.
Your financial representative can help you decide which share class you are eligible to purchase and which is best for you. Please call 1-800-326-2151 for more information.
At this time the Pear Tree Funds do not accept applications for purchases of shares from foreign persons (that is, persons who are not U.S. citizens or resident aliens).
Ordinary Shares
Ordinary Shares of each Pear Tree Fund are available to any person who is a U.S. citizen or resident alien. The minimum initial investment in the Ordinary Shares of each Pear Tree Fund is generally $2,500. However, you may open an account and make an investment of as little as $1,000 if the account:
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Participates in the Pear Tree Funds’ Automatic Investment Plan;
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Is for the benefit of a minor in accordance with a Uniform Transfers or Gifts to Minors Act; or
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Is a traditional or Roth individual retirement account (IRA), Coverdell Education Savings Account, Simplified Employee Pension (SEP-IRA) plan, Salary Reduction Simplified Employee Pension (SARSEP) plan, Savings Incentive Match Plan for Employees Individual Retirement Accounts (SIMPLE IRA), 529 college savings plan, or a Keogh Plan (HR-10).
Each Pear Tree Fund, at its sole discretion, may waive these minimum initial amounts for one or more investors. You may make subsequent purchases in any amount, although Pear Tree Funds, at its discretion, reserves the right to impose a minimum on subsequent purchases at any time.
Class Cost Structure
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No sales charge applies; all of your money goes to work for you right away
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Subject to a distribution (12b-1) fee of 0.25 percent
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Transfer agency and fund administration fees contemplate that the Manager or an affiliate may have to make administrative or service payments to financial intermediaries
Institutional Shares
Institutional Shares are offered to investors who meet eligibility and minimum investment amount requirements. The minimum initial investment amount may be invested in one or more of the Pear Tree Funds. Pear Tree Funds, at its sole discretion, may accept investments in an aggregate amount of at least $1 million from other classes of investors. In addition, Pear Tree Funds, in its sole discretion, may waive or lower minimum investment amount requirements with respect to any investor. There is no minimum additional investment amount.
Class Cost Structure
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No sales charge applies; all of your money goes to work for you right away
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No distribution (12b-1) fee applies
•
Transfer agency and fund administration fees contemplate that the Manager or an affiliate may have to make administrative or service payments to financial intermediaries
Minimum Initial Investment
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Eligible Classes of Institutional Share Investors
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$1 million or more in at least one Pear Tree Fund account
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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.
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A bank or insurance company purchasing shares for its own account.
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An insurance company separate account.
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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.
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Minimum Initial Investment
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Eligible Classes of Institutional Share Investors
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$1 million or more aggregated in one or more Pear Tree Fund accounts
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A private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code.
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An endowment or organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code.
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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.
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Provided, that the investor is purchasing Pear Tree Fund shares through a broker/dealer pursuant to an agreement with the Distributor.
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None
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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.
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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.
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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
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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.
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R6 Shares
R6 Shares are offered to investors who meet eligibility and minimum investment amount requirements. The minimum initial investment amount may be invested in one or more of the Pear Tree Funds. Pear Tree Funds, at its sole discretion, may accept investments in an aggregate amount of at least $100,000 from other classes of investors. In addition, Pear Tree Funds, in its sole discretion, may waive or lower minimum investment amount requirements with respect to any investor. There is no minimum additional investment amount.
Class Cost Structure
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No sales charge applies; all of your money goes to work for you right away
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No distribution (12b-1) fee applies
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Transfer agency and fund administration fees less than similar fees applied to Ordinary and Institutional Shares; the Manager or an affiliate is not expected to make administrative or service payments to financial intermediaries
Minimum Initial Investment
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Eligible Classes of R6 Share Investors
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$100,000 or more in at least one Pear Tree Fund account
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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.
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A defined benefit plan, endowment, foundation, investment company, corporation, insurance company, trust company, or other type of institutional investor.
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Minimum Initial Investment
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Eligible Classes of R6 Share Investors
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None
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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.
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HOW TO PURCHASE
Making an Initial Investment
You must provide the Pear Tree Funds with a completed Account Application for all initial investments, a copy of which may be obtained by calling 1-800-326-2151, or online at www.peartreefunds.com.
Transaction Privileges. If you wish to have telephone exchange or telephone redemption privileges for your account, you must elect these options on the Account Application. You should carefully review the Application and particularly consider the discussion in this Prospectus regarding the Pear Tree Funds’ policies on exchanges of Fund shares and processing of redemption requests. Some accounts, including IRA accounts, require a special Account Application. See Investment Through Tax Deferred Retirement Plans. For further information, including assistance in completing an Account Application, call the Pear Tree Funds’ toll-free number 1-800-326-2151. Generally, shares may not be purchased by facsimile request or by electronic mail.
Identity Verification, including USA Patriot Act and Anti-Money Laundering (AML) Restrictions. To help the government fight the funding of terrorism and money laundering activities, the USA Patriot Act and other federal law requires all financial institutions, including the Pear Tree Funds’ distributor, to obtain, verify and record information that identifies each person who opens an account. Federal law also requires the Pear Tree Funds to implement policies and procedures reasonably designed to prevent, detect and report money laundering and other illegal activity. When you open an account, you will need to supply your name, address, date of birth, and other information that will allow the Pear Tree Fund to identify you. The Pear Tree Funds, consistent with applicable federal law, may redeem your shares and close your account; suspend, restrict or cancel purchase and redemption orders; process redemption requests and withhold your proceeds; and take other action if it is unable to verify your identity within a reasonable time or conduct required due diligence on your account or as otherwise permitted by its anti-money laundering policies and procedures. If your account must be closed, your redemption price will be the net asset value on the date of redemption.
Investments by Check. You may purchase shares of the Pear Tree Funds by sending a check payable in U.S. dollars to the Pear Tree Funds specifying the name(s) of the Pear Tree Fund(s) and amount(s) of investment(s), together with the appropriate Account Application (in the case of an initial investment) to:
Pear Tree Funds
Attention: Transfer Agent
55 Old Bedford Road, Suite 202
Lincoln, Massachusetts 01773
If you buy shares with a check that does not clear, your account may be subject to extra charges to cover collection costs. Third-party checks, cashier’s checks and money orders will not be accepted. Purchases made by check must wait up to fifteen days prior to being liquidated, unless they clear prior to that time.
Minimum Account Size
Each Pear Tree Fund requires that you maintain a minimum account size, currently 50 shares for Ordinary Shares and Institutional Shares. If you hold fewer than the required minimum number of shares in your account, the Pear Tree Fund reserves the right to notify you that it intends to sell your shares and close your account. You will be given 30 days from the date of the notice to make additional investments to avoid having your shares sold and your account closed. This policy does not apply to R6 Shares and accounts of certain qualified retirement plans.
Automatic Investment Plan
You may participate in the Automatic Investment Plan for the Pear Tree Funds by completing the appropriate section of the Account Application and enclosing a minimum investment of $1,000 per Fund. You must also authorize an automatic withdrawal of at least $100 per account from your checking or similar account each month to purchase shares of a Pear Tree Fund. You may cancel the Plan at any time, but your request must be received two business days before the next automatic withdrawal (generally the 20th of each month) to become effective for that withdrawal. Requests received fewer than two business days before a scheduled withdrawal will take effect with the next scheduled withdrawal. The Pear Tree Funds or the Transfer Agent may terminate the Automatic Investment Plan at any time.
Investments by Wire
If you wish to buy shares by wire, please contact the Transfer Agent at 1-800-326-2151 or your dealer or broker for wire instructions. For new accounts, you must provide a completed Account Application before, or at the time of, payment. To ensure that a wire is credited to the proper account, please specify your name, the name(s) of the Pear Tree Fund(s) and class of shares in which you are investing, and your account number. A bank may charge a fee for wiring funds.
Subsequent Investments
If you are buying additional shares in an existing account, you should identify the Pear Tree Fund and your account number. If you wish to make additional investments in more than one Fund, you should provide your account numbers and identify the amount to be invested in each Pear Tree Fund. You may pay for all purchases with a single check. There are no minimum investment requirements applicable for subsequent investments any class of shares of any Pear Tree Fund.
Investments through Tax-Deferred Retirement Plans
Pear Tree Funds are available for investment through various tax-deferred retirement vehicles. Please call 1-800-326-2151 for assistance. These types of investments may be subject to specific fees.
Confirmation Statements
The transfer agent maintains an account for each investment firm or individual shareholder and records all account transactions. You will be sent confirmation statements showing the details of your transactions as they occur.
HOW TO EXCHANGE
You can exchange all or a portion of your shares between Funds within the same class, subject to the applicable minimum. You may not exchange from one class of shares to another class of shares of the same or a different Fund unless you also meet the requirements of the share class into which you want to exchange your existing shares. There is no fee for exchanges.
The exchange privilege is available only in states where shares of the shares of the Pear Tree Fund being acquired may legally be offered and sold. Not all Pear Tree Funds, and not all share classes of a Pear Tree Fund, may be registered in all states.
Exchanges might produce a gain or loss, as the case may be, for tax purposes.
You can make exchanges in writing or by telephone, if applicable. Exchanges will be made at the net asset values per share of the shares being exchanged next determined after the exchange request is received in good order by Pear Tree Funds. If exchanging by telephone, you must call prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). The Transfer Agent will only honor a telephone exchange if you have elected the telephone exchange option on your Account Application.
Generally, shares will not be exchanged by facsimile request or by electronic mail.
HOW TO REDEEM
Written Request for Redemption
You can redeem all or any portion of your shares by submitting a written request for redemption signed by each registered owner of the shares exactly as the shares are registered. The request must clearly identify the account number and the number of shares or the dollar amount to be redeemed.
If you redeem more than $100,000, or request that the redemption proceeds be paid to someone other than the shareholder of record, or sent to an address other than the address of record, your signature must be guaranteed. The use of signature guarantees is designed to protect both you and the Pear Tree Funds from the possibility of fraudulent requests for redemption.
Generally, shares will not be redeemed by facsimile request or by electronic mail.
Requests should be sent to:
Pear Tree Funds
Attention: Transfer Agent
55 Old Bedford Road, Suite 202
Lincoln, Massachusetts 01773
Telephone Redemption
If you have elected the telephone redemption option on your Account Application, you can redeem your shares by calling the Transfer Agent at 1-800-326-2151 provided that you have not changed your address of record within the last thirty days. You must make your redemption request prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). Once you make a telephone redemption request, you may not cancel it. The Pear Tree Funds, the Manager, the Distributor, and the Transfer Agent will not be liable for any loss or damage for acting in good faith on exchange or redemption instructions received by telephone reasonably believed to be genuine. The Pear Tree Funds employ reasonable procedures to confirm that instructions communicated by telephone are genuine. It is the Pear Tree Funds’ policy to require some form of personal identification prior to acting upon instructions received by telephone, to provide written confirmation of all transactions effected by telephone, and to mail the proceeds of telephone redemptions only to the redeeming shareholder’s address of record.
Automatic Withdrawal Plan
You may request withdrawal of a specified dollar amount (a minimum of $100) on either a monthly, quarterly or annual basis. You may establish an Automatic Withdrawal Plan by completing the Automatic Withdrawal Form, which is available by calling 1-800-326-2151. You may stop your Automatic Withdrawal Plan at any time. Additionally, the Pear Tree Funds or the Transfer Agent may choose to stop offering the Automatic Withdrawal Plan.
You can directly redeem shares of a Pear Tree Fund by written request, by telephone (if elected in writing) and by automatic withdrawal. Redemptions will be made at the per share net asset value of such shares next determined after the redemption request is received in good order by the Pear Tree Fund.
Good order means that:
•
You have provided adequate instructions
•
There are no outstanding claims against your account
•
There are no transaction limitations on your account
Medallion Signature Guarantees and Other Requirements
You are required to obtain a medallion signature guarantee when you are:
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Requesting certain types of transfers or exchanges or sales of fund shares in excess of $100,000
•
Requesting a redemption within 30 days of changing your account registration or address
•
Requesting a redemption, exchange or transfer to someone other than the account owner(s).
Please call 1-800-326-2151 if you have questions on whether a signature guarantee is needed.
You can obtain a signature guarantee from most broker-dealers, banks, credit unions (if authorized under state law) and federal savings and loan associations. You cannot obtain a signature guarantee from a notary public.
The Transfer Agent will accept redemption requests only on days the NYSE is open. The Transfer Agent will not accept requests for redemptions that are subject to any special conditions or which specify a future or past effective date,
except for certain notices of redemptions exceeding $250,000 (see Payment of Redemption Amount).
Payment of Redemption Proceeds
The Pear Tree Funds normally will send redemption proceeds on the second business day after your request is received and in good order and processed, but in any event within seven days, regardless of the method the Pear Tree Funds uses to make such payment. However, if the shares to be redeemed represent an investment made by check or through the Automatic Investment Plan, the Pear Tree Funds reserve the right to hold the redemption check for up to fifteen days until monies have been collected by the Pear Tree Fund from the customer’s bank.
The Pear Tree Funds may suspend this right of redemption and may postpone payment for more than seven days only when the NYSE is closed for other than customary weekends and holidays, or if permitted by the rules of the Securities and Exchange Commission during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Pear Tree Funds to dispose of their securities or to determine fairly the value of their net assets, or during any other period permitted by order of the Securities and Exchange Commission.
Under normal circumstances, a Pear Tree Fund would expect to meet most redemption requests using cash in its portfolio, or selling portfolio assets to generate cash. For redemptions in amounts in excess of $250,000, or 1 percent of a Pear Tree Fund’s net assets, whichever is less, each Pear Tree Fund reserves the right to pay redemptions proceeds in-kind, that is, by distributing to the redeeming shareholder portfolio securities rather than cash.
During periods of stressed market conditions, a significant portion of each Pear Tree Fund portfolio has comprised, and Pear Tree Funds would continue to expect that it would comprise, mostly liquid securities (that is, securities that could be sold at the prices then used in determining the Pear Tree Fund’s net asset value). At such times, each Pear Tree Fund would continue to meet redemption requests using available cash or the cash proceeds from the sale of liquid securities. If, however, a significant portion of a Pear Tree Fund’s portfolio were to comprise illiquid investments or investments that have extended settlement periods, the Pear Tree Fund would likely limit cash redemptions and pay redemption proceeds in kind.
CALCULATION OF NET ASSET VALUE
You may purchase shares of each class of a Pear Tree Fund at the per share net asset value of shares of such class next determined after your purchase order is received in good order by the Pear Tree Fund. The price at which a purchase or redemption is effected is based on the next calculation of net asset value after an order is placed. Orders received prior to the close of regular trading on the New York Stock Exchange (“NYSE”) (ordinarily 4:00 p.m., Eastern time), will receive that day’s closing price. The Pear Tree Funds will accept orders for purchases of shares on any day on which the NYSE is open for regular trading. The offering of shares of the Pear Tree Funds, or of any particular Fund, may be suspended from time to time, and the Pear Tree Funds reserve the right to reject any specific order.
Net asset value for one Fund share is the value of that share’s portion of all of the net assets in the Pear Tree Fund. Each Pear Tree Fund calculates its net asset value by adding the value of the Pear Tree Fund’s investments, cash, and other assets, subtracting its liabilities, and then dividing the result by the number of shares outstanding.
Net asset value per share of each class of shares of a Pear Tree Fund will be determined as of the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time) on each day on which the NYSE is open for regular trading. Currently, the NYSE is closed Saturdays, Sundays, and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, the Fourth of July, Labor Day, Thanksgiving and Christmas.
In determining a Pear Tree Fund’s net asset value for purposes of selling, redeeming and exchanging Pear Tree Fund shares, as well as for complying with limitations on portfolio holdings (including any requirement that the Pear Tree Fund invests at least 80 percent of the value of its assets in specific types of securities), Pear Tree Fund assets are valued primarily on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available or the market value has been materially affected by events occurring after the closing of an exchange or market and before the calculation of a Pear Tree Fund’s net asset value (e.g., a significant event), at fair value as determined in good faith in accordance with procedures approved by the Trustees of the Pear Tree Funds. Significant events which may materially affect market values may include a halt in trading for an individual security, significant fluctuations in domestic or foreign markets, or the unexpected close of a securities exchange or market as a result of natural disaster, an act of terrorism or significant governmental action.
For certain securities, where no sales have been reported, a Pear Tree Fund may value such securities at the last reported bid price. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost. Derivatives are valued using their present market value or fair value (i.e., “marked-to-market”) rather than their notional value.
Emerging Markets Fund, Foreign Value Fund and Foreign Value Small Cap Fund hold most of their assets in securities that are primarily listed and traded on a foreign exchange. Because foreign markets may be open at different times than the NYSE, the value of a Pear Tree Fund’s shares may change on days when shareholders are not able to buy or sell them. Many securities markets and exchanges outside the U.S. close before the close of the NYSE and before the time the net asset value for a Pear Tree Fund is calculated. Occasionally, events affecting the value of foreign securities or currencies may occur between the close of the market on which the security trades and the close of the NYSE which will not be reflected in the computation of a Pear Tree Fund’s net asset value. If events materially affecting the value of a Pear Tree Fund’s securities occur during such a period, then such securities may be valued at their fair value as determined in good faith in accordance with procedures approved by the Trustees.
SHAREHOLDER ACCOUNT POLICIES
Prospectus, Prospectus Updates and Shareholder Reports
For the convenience of Pear Tree Fund shareholders, the Pear Tree Funds maintain copies of the current summary prospectuses as well as the funds’ prospectus, statement of additional information, and most recent annual and semi-annual reports on its website, www.peartreefunds.com. At any time, you may elect to receive copies of all prospectus updates and shareholder reports in electronic format by calling 1-800-326-2151 or otherwise notifying your financial intermediary. Elections to receive reports in electronic format with respect to one Pear Tree Fund will apply to all other Pear Tree Funds held currently or in the future in the same account with the Pear Tree Funds or the financial intermediary.
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of each Pear Tree Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from Pear Tree Funds your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Pear Tree Funds' website, www.peartreefunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from Pear Tree Funds or your financial intermediary electronically by calling Pear Tree Funds at 1-800-326-2151, logging into your accounts at www.peartreefunds.com, or by calling your financial intermediary.
You may elect to receive all future reports in paper free of charge. You can inform Pear Tree Funds or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling Pear Tree Funds at 1-800-326-2151 or your financial intermediary. If you hold any Pear Tree Funds directly, your election to receive reports in paper will apply to those Pear Tree Funds held directly. If you hold any Pear Tree Funds through a financial intermediary, your election will apply to those Pear Tree Funds you hold through that financial intermediary.
Household Delivery of Fund Documents
The Pear Tree Funds will send a single proxy statement, prospectus and shareholder report to your residence for you and any other member of your household who has an account with the Pear Tree Funds. If you wish to revoke your consent to this practice, you may do so by notifying the Pear Tree Funds, by phone or in writing (see “How to contact us”). The Pear Tree Funds will begin mailing separate proxy statements, prospectuses and shareholder reports to you within 30 days after receiving your notice.
Lost Shareholders, Inactive Accounts and Unclaimed Property.
It is important that the Pear Tree Funds maintain a correct address for each shareholder. An incorrect address may cause a shareholder’s account statements and other mailings to be returned to the Pear Tree Funds. Based upon statutory requirements for returned mail, the Pear Tree Funds will attempt to locate the shareholder or rightful owner of the account. If the Pear Tree Funds is unable to locate the shareholder, then it will determine whether the shareholder’s account can legally be considered abandoned. Your mutual fund account may be transferred to the state government of your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws. The Pear Tree Funds is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The shareholder’s last known address of record determines which state has jurisdiction. Please proactively contact the Transfer Agent toll-free at 1-800-326-2151 at least annually to ensure your account remains in active status.
If you are a resident of the state of Texas, you may designate a representative to receive notifications that, due to inactivity, your mutual fund account assets may be delivered to the Texas Comptroller. Please contact the Transfer Agent if you wish to complete a Texas Designation of Representative form.
Privacy
The Pear Tree Funds have a policy that protects the privacy of your personal information. A copy of the Pear Tree Funds’ privacy notice was given to you at the time you opened your account. The Pear Tree Funds will send you a copy of the privacy notice each year as part of the Annual Report to Shareholders. You may also obtain the privacy notice by calling the transfer agent or through the Pear Tree Funds’ website.
Excessive Trading
Frequent trading into and out of a Pear Tree Fund can disrupt portfolio management strategies, harm a Pear Tree Fund’s performance by forcing the Pear Tree Fund to hold excess cash or to liquidate certain portfolio securities prematurely and increase expenses for all investors, including long-term investors who do not generate these costs. An investor may use short-term trading as a strategy, for example, if the investor believes that the valuation of a Pear Tree Fund’s portfolio securities for purposes of calculating its net asset value does not fully reflect the then current fair market value of those holdings. The Pear Tree Funds investing in foreign securities or small cap securities may have increased exposure to the risks of short-term trading.
Each Pear Tree Fund discourages, and does not take any intentional action to accommodate, excessive and short-term trading practices, such as market timing. Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, we may consider trading in a Pear Tree Fund’s shares to be excessive for a variety of reasons, such as if:
•
You sell shares within a short period of time after the shares were purchased;
•
You make two or more purchases and redemptions within a short period of time;
•
You enter into a series of transactions that is indicative of a timing pattern or strategy; or
•
We reasonably believe that you have engaged in such practices in connection with other mutual funds.
The Trustees have adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by Pear Tree Fund investors. Pursuant to these policies and procedures, we monitor selected trades periodically in an effort to detect excessive short-term trading. If we determine that an investor or a client of a broker has engaged in excessive short-term trading that we believe may be harmful to a Pear Tree Fund, we will ask the investor or broker to cease such activity and we will refuse to process purchase orders (including purchases by exchange) of such investor, broker or accounts that we believe are under their control. In determining whether to take such actions, we seek to act in a manner that is consistent with the best interests of each Pear Tree Fund’s shareholders. While we use our reasonable efforts to detect excessive trading activity, there can be no assurance that our efforts will be successful or that market timers will not employ tactics designed to evade detection. If we are not successful, your return from an investment in a Pear Tree Fund may be adversely affected.
Frequently, Pear Tree Fund shares are held through omnibus accounts maintained by financial intermediaries such as brokers and retirement plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular broker, are aggregated. Our ability to monitor trading practices by investors purchasing shares through omnibus accounts is limited and dependent upon the cooperation of the financial intermediary in observing the Pear Tree Funds’ policies.
Each Pear Tree Fund may reject: (i) a purchase or exchange order before its acceptance or (ii) an order prior to issuance of shares. The Pear Tree Fund may also restrict additional purchases or exchanges in an account. Each of these steps may be taken, for any reason, without prior notice, including transactions that a Pear Tree Fund believes are requested on behalf of market timers. Each Pear Tree Fund reserves the right to reject any purchase request by any investor or financial institution if the Pear Tree Fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the Pear Tree Fund. A prospective investor whose purchase or exchange order is rejected will not achieve the investment results, whether gain or loss, that would have been realized if the order were accepted and an investment made in the Pear Tree Fund. The Pear Tree Funds and their agents may make exceptions to these policies if, in their judgment, a transaction does not represent excessive trading or interfere with the efficient management of a Pear Tree Fund’s portfolio, such as purchases made through systematic purchase plans or payroll contributions.
The Pear Tree Funds may impose further restrictions on trading activities by market timers in the future. The Pear Tree Funds’ prospectus will be amended or supplemented to reflect any material additional restrictions on trading activities intended to prevent excessive trading.
Investing Through a Broker or Other Financial Intermediary
The Pear Tree Funds have authorized one or more brokers or other financial intermediaries to receive on their behalf purchase, exchange, and redemption orders. Such brokers and other financial intermediaries are authorized to designate other intermediates to receive purchase and redemption orders on the Pear Tree Funds’ behalf. Each Pear Tree Fund will be deemed to have received a purchase, exchange or redemption order when an authorized broker or financial intermediary or, if applicable, such person’s designee receives the order. Customer orders will be priced at the applicable Pear Tree Fund’s net asset value next computed after the orders are received by an authorized broker or financial intermediary or such person’s authorized designee. Investors that effect transactions through a broker, financial intermediary or a designee may be charged a fee by the broker, financial intermediary or designee.
Institutional Class and/or R6 Shares may be available on certain platforms sponsored by brokers that are not affiliated with the Pear Tree Funds, and the sponsors of those platforms may charge commissions on transactions in those shares. An investor should contact the platform’s sponsoring broker for information about the commissions it charges for such transactions. Shares of each Pear Tree Fund are available in multiple share classes that have different fees and expenses.
OTHER POLICIES
Each Pear Tree Fund reserves the right to:
•
Charge a fee for exchanges or to modify, limit or suspend the exchange privilege at any time without notice. A Pear Tree Fund will provide 60 days’ notice of material amendments to or termination of the exchange privilege.
•
Revise, suspend, limit or terminate the account options or services available to shareholders at any time, except as required by the rules of the Securities and Exchange Commission;
•
Charge a fee for wire transfers of redemption proceeds or other similar transaction processing fees; and
•
Suspend transactions in Pear Tree Fund shares when trading on the NYSE is closed or restricted, when the Securities and Exchange Commission determines an emergency or other circumstance exist that makes it impracticable for the Pear Tree Funds to sell or value their portfolio securities.
DIVIDENDS, DISTRIBUTIONS, AND FEDERAL TAXATION
Dividends and Distributions
Each Pear Tree Fund’s policy is to pay at least annually as dividends substantially all of its net investment income and to distribute annually substantially all of its net realized capital gains, if any, after giving effect to any available capital loss carryover. Normally, distributions are made once a year in December.
All distributions will be automatically reinvested in additional shares of the Pear Tree Fund you own unless you elect to have dividends, capital gains, or both paid by check. If you elect to have dividends, capital gains or both paid by check, you will be sent a check for your dividends, capital gains and other distributions if the total distribution is at least $10. If the distribution is less than ten dollars, it may be automatically reinvested in additional shares of the same class of the Pear Tree Fund you own. All distributions, whether received in shares or by check, are taxable and must be reported by you on your federal income tax returns.
If you elect to receive distributions paid in cash by check and (a) the U.S. Postal Service advises us that it could not deliver your check, or (b) your distribution check remains uncashed for more than six months after the date of issuance, the Pear Tree Funds may elect to cancel your check and in your name invest an amount equal to the amount of the cancelled check in additional shares of the Pear Tree Fund that made the distribution at the current day’s NAV.
Taxes
The tax discussion in this Prospectus is only a summary of certain U.S. federal income tax issues generally affecting each Pear Tree Fund and its shareholders. The following assumes that a Fund’s shares will be treated as capital assets in the hands of each shareholder. Circumstances among investors will vary, so you are encouraged to consult with your own tax advisor regarding the impact of an investment in the Fund with respect to your specific tax situation prior to making an investment in the Fund. Each Pear Tree Fund will distribute all, or substantially all, of its net investment income and net capital gains to its respective shareholders each year. Although no Fund will be taxed on amounts it distributes, most shareholders will be taxed on amounts they receive.
For mutual funds generally, dividends from net investment income (other than qualified dividend income, as described below) and distributions of net short-term capital gains are taxable to shareholders of the fund as ordinary income under federal income tax laws, whether paid in cash or in additional shares. Distributions from net long-term gains recognized by a fund are taxable as long-term taxable gains regardless of the length of time a shareholder has held the shares and whether the distribution is paid in cash or additional shares. All such distributions to certain individuals, trusts and estates may be subject also to the Medicare net investment income tax at a rate of 3.8 percent, depending upon the adjusted gross income of the recipient.
Under current U.S. federal income tax law, distributions of earnings from qualifying dividends received by a Pear Tree Fund from domestic corporations and qualified foreign corporations will be taxable to non-corporate shareholders at the same rate as long-term capital gains, which is currently 20 percent, instead of at the ordinary income rate, provided certain requirements are satisfied.
Distributions, whether received as cash or reinvested in additional shares, may be subject to federal income taxes. Dividends and distributions may also be subject to state or local taxes. Depending on the tax rules in the state in which you live, a portion of the dividends paid by a Pear Tree Fund attributable to direct obligations of the U.S. Treasury and certain agencies may be exempt from state and local taxes.
Selling or exchanging your Fund shares is a taxable event and may result in capital gain or loss. A capital gain or capital loss may be realized from an ordinary redemption of shares or an exchange of shares between two mutual funds. Any capital loss incurred on the sale or exchange of Fund shares held for six months or less will be treated as a long-term loss to the extent of long-term capital gain dividends received with respect to such shares. Additionally, any loss realized on a sale, redemption or exchange of shares of a Pear Tree Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of the same Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of the Fund. If disallowed, the loss will be reflected in an adjustment to the tax basis of the shares acquired. You are responsible for any tax liabilities generated by your transactions.
You will be notified after each calendar year of the amount of income, dividends and net capital gains distributed. You will also be advised of the percentage of the dividends from a Pear Tree Fund, if any, that is exempt from federal income tax and the portion, if any, of those dividends that is a tax preference item for purposes of the alternative minimum tax. If you purchase shares of a Pear Tree Fund through a financial intermediary, that entity will provide this information to you.
Each Pear Tree Fund intends to elect to be taxed each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level with respect to income and gains from investments that are distributed to shareholders. However, should a Pear Tree Fund fail to qualify as a regulated investment company, it would be subject to taxation at the fund level and therefore, would have less income available for distribution.
Each Pear Tree Fund is required to withhold a legally determined portion, currently 24 percent, of all taxable dividends, distributions and redemption proceeds payable to any non-corporate shareholder that does not provide the Pear Tree Fund with the shareholder’s correct taxpayer identification number or certification that the shareholder is not subject to backup withholding. This is not an additional tax but can be credited against your tax liability. Shareholders that invest in a Pear Tree Fund through a tax-deferred account, such as a qualified retirement plan, generally will not have to pay tax on dividends until they are distributed from the account. These accounts are subject to complex tax rules, and you should consult your tax adviser about investing through such an account.
Foreign Income Taxes. Investment income received by a Pear Tree Fund from sources within foreign countries may be subject to foreign income taxes withheld at the source. The U.S. has entered into tax treaties with many foreign countries which would entitle a Pear Tree Fund to a reduced rate of such taxes or exemption from taxes on such income.
If more than 50 percent in value of a Pear Tree Fund’s total assets at the close of any taxable year consists of securities of foreign corporations (which is likely), the Pear Tree Fund may file an election with the Internal Revenue Service (the “Foreign Election”) that may permit you to take a credit (or a deduction) for foreign income taxes paid by the Pear Tree Fund. A Pear Tree Fund may be subject to certain holding period requirements with respect to securities held to take advantage of this credit. If the Foreign Election is made by the Pear Tree Fund, and you choose to use the foreign tax credit, you would include in your gross income both dividends you receive from the Pear Tree Fund and your allocable share of foreign income taxes paid by the Pear Tree Fund. You would be entitled to treat the foreign income taxes paid as a credit against your U.S. federal income taxes, subject to the limitations set forth in the Internal Revenue Code with respect to the foreign tax credit generally. Alternatively, you could treat your allocable share of the foreign income taxes paid by the Pear Tree Fund as an itemized deduction from adjusted gross income in computing taxable income rather than as a tax credit. It is anticipated that each Pear Tree Fund will qualify to make the Foreign Election; however, a Pear Tree Fund cannot be certain that it will be eligible to make such an election or that you will be eligible for the foreign tax credit.
Fund distributions also may be subject to state, local and foreign taxes, which are not addressed in this Prospectus or the Statement of Additional Information.
Financial Highlights
These tables detail the financial performance of each Pear Tree Fund described in this prospectus for each of the past five years, if applicable. These tables include total return information showing how much an investment in an Ordinary Share, Institutional Share or R6 Share of a Pear Tree Fund has increased or decreased each period (assuming reinvestment of all dividends and distributions). Certain information reflects financial results for a single Pear Tree Fund share. No information is provided for R6 Shares of Small Cap Fund or Quality Fund because no shares were not offered or sold during the periods covered by the financial highlights for those Pear Tree Funds below.
The financial statements of each Pear Tree Fund as of March 31, 2020, have been audited by Tait, Weller & Baker LLP, the Pear Tree Funds’ independent registered public accounting firm. The financial highlights for the prior fiscal periods were also audited by Tait, Weller & Baker LLP, whose reports, along with each Pear Tree Fund’s financial statements and related notes, was included in Pear Tree Funds’ annual reports for those periods. Copies of Pear Tree Funds’ most recent annual report and semi-annual report are available upon request.
Pear Tree Polaris Small Cap Fund
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
|
|
|
Ordinary Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
23.97
|
|
|
|
$
|
25.48
|
|
|
|
$
|
26.35
|
|
|
|
$
|
21.61
|
|
|
|
$
|
24.65
|
|
Income from Investment Operations:
|
|
Net investment income (loss)(a)(b)
|
|
|
|
|
0.15
|
|
|
|
|
0.07
|
|
|
|
|
0.07
|
|
|
|
|
0.06
|
|
|
|
|
0.16
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(6.73
|
)
|
|
|
|
0.22
|
|
|
|
|
0.68
|
|
|
|
|
4.99
|
|
|
|
|
(1.59
|
)
|
Total from Investment Operations
|
|
|
|
|
(6.58
|
)
|
|
|
|
0.29
|
|
|
|
|
0.75
|
|
|
|
|
5.05
|
|
|
|
|
(1.43
|
)
|
Less Distributions:
|
|
Dividends from net investment income
|
|
|
|
|
(0.14
|
)
|
|
|
|
(0.01
|
)
|
|
|
|
(0.04
|
)
|
|
|
|
(0.15
|
)
|
|
|
|
—
|
|
Distributions from realized capital gains
|
|
|
|
|
(1.80
|
)
|
|
|
|
(1.79
|
)
|
|
|
|
(1.58
|
)
|
|
|
|
(0.16
|
)
|
|
|
|
(1.61
|
)
|
Total Distributions
|
|
|
|
|
(1.94
|
)
|
|
|
|
(1.80
|
)
|
|
|
|
(1.62
|
)
|
|
|
|
(0.31
|
)
|
|
|
|
(1.61
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
15.45
|
|
|
|
$
|
23.97
|
|
|
|
$
|
25.48
|
|
|
|
$
|
26.35
|
|
|
|
$
|
21.61
|
|
Total Return
|
|
|
|
|
(30.27
|
)%
|
|
|
|
1.87
|
%
|
|
|
|
2.75
|
%
|
|
|
|
23.36
|
%
|
|
|
|
(5.83
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
60,008
|
|
|
|
$
|
118,314
|
|
|
|
$
|
109,341
|
|
|
|
$
|
109,247
|
|
|
|
$
|
91,139
|
|
Ratios and Supplemental Data:
|
|
Ratios of expenses to average net assets:(c)
|
|
Gross
|
|
|
|
|
1.35
|
%
|
|
|
|
1.34
|
%
|
|
|
|
1.35
|
%
|
|
|
|
1.35
|
%
|
|
|
|
1.35
|
%
|
Net
|
|
|
|
|
1.35
|
%
|
|
|
|
1.34
|
%
|
|
|
|
1.35
|
%
|
|
|
|
1.35
|
%
|
|
|
|
1.35
|
%
|
Ratio of net investment income (loss) to average net assets(b)
|
|
|
|
|
0.63
|
%
|
|
|
|
0.29
|
%
|
|
|
|
0.25
|
%
|
|
|
|
0.25
|
%
|
|
|
|
0.70
|
%
|
Portfolio Turnover
|
|
|
|
|
28
|
%
|
|
|
|
24
|
%
|
|
|
|
18
|
%
|
|
|
|
37
|
%
|
|
|
|
17
|
%
|
|
|
|
Institutional Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
28.67
|
|
|
|
$
|
30.07
|
|
|
|
$
|
30.80
|
|
|
|
$
|
25.19
|
|
|
|
$
|
28.39
|
|
Income from Investment Operations:
|
|
Net investment income (loss) (a) (b)
|
|
|
|
|
0.27
|
(d)
|
|
|
|
0.21
|
(d)
|
|
|
|
0.19
|
(d)
|
|
|
|
0.14
|
|
|
|
|
0.23
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(8.17
|
)
|
|
|
|
0.28
|
|
|
|
|
0.79
|
|
|
|
|
5.83
|
|
|
|
|
(1.82
|
)
|
Total from Investment Operations
|
|
|
|
|
(7.90
|
)
|
|
|
|
0.49
|
|
|
|
|
0.98
|
|
|
|
|
5.97
|
|
|
|
|
(1.59
|
)
|
Less Distributions:
|
|
Dividends from net investment income
|
|
|
|
|
(0.24
|
)
|
|
|
|
(0.10
|
)
|
|
|
|
(0.13
|
)
|
|
|
|
(0.20
|
)
|
|
|
|
—
|
|
Distributions from realized capital gains
|
|
|
|
|
(1.80
|
)
|
|
|
|
(1.79
|
)
|
|
|
|
(1.58
|
)
|
|
|
|
(0.16
|
)
|
|
|
|
(1.61
|
)
|
Total Distributions
|
|
|
|
|
(2.04
|
)
|
|
|
|
(1.89
|
)
|
|
|
|
(1.71
|
)
|
|
|
|
(0.36
|
)
|
|
|
|
(1.61
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
18.73
|
|
|
|
$
|
28.67
|
|
|
|
$
|
30.07
|
|
|
|
$
|
30.80
|
|
|
|
$
|
25.19
|
|
Total Return
|
|
|
|
|
(30.02
|
)%
|
|
|
|
2.30
|
%
|
|
|
|
3.10
|
%
|
|
|
|
23.71
|
%
|
|
|
|
(5.62
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
5,681
|
|
|
|
$
|
4,839
|
|
|
|
$
|
7,395
|
|
|
|
$
|
7,220
|
|
|
|
$
|
5,785
|
|
Ratios and Supplemental Data:
|
|
Ratios of expenses to average net assets: (c)
|
|
Gross
|
|
|
|
|
1.10
|
%
|
|
|
|
1.08
|
%
|
|
|
|
1.10
|
%
|
|
|
|
1.10
|
%
|
|
|
|
1.10
|
%
|
Net
|
|
|
|
|
0.98
|
%
|
|
|
|
0.96
|
%
|
|
|
|
0.98
|
%
|
|
|
|
1.10
|
%
|
|
|
|
1.10
|
%
|
Ratio of net investment income (loss) to average net assets (b)
|
|
|
|
|
1.02
|
%
|
|
|
|
0.65
|
%
|
|
|
|
0.62
|
%
|
|
|
|
0.49
|
%
|
|
|
|
0.89
|
%
|
Portfolio Turnover
|
|
|
|
|
28
|
%
|
|
|
|
24
|
%
|
|
|
|
18
|
%
|
|
|
|
37
|
%
|
|
|
|
17
|
%
|
(a)
Per share numbers have been calculated using the average shares method.
(b)
Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise tax purposes. The ratio includes net investment income of the investment company in which the fund invests.
(c)
Ratios of expenses to average net assets:
•
Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Does not include expenses of the investment company in which the Fund invests.
(d)
Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.
Pear Tree Quality Fund
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
|
|
|
Ordinary Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
18.66
|
|
|
|
$
|
18.83
|
|
|
|
$
|
17.52
|
|
|
|
$
|
16.31
|
|
|
|
$
|
17.47
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(b)(c)
|
|
|
|
|
0.12
|
|
|
|
|
0.14
|
|
|
|
|
0.15
|
|
|
|
|
0.16
|
|
|
|
|
0.15
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(0.19
|
)
|
|
|
|
2.23
|
|
|
|
|
2.49
|
|
|
|
|
2.04
|
|
|
|
|
0.72
|
|
Total from Investment Operations
|
|
|
|
|
(0.07
|
)
|
|
|
|
2.37
|
|
|
|
|
2.64
|
|
|
|
|
2.20
|
|
|
|
|
0.87
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.15
|
)
|
|
|
|
(0.12
|
)
|
|
|
|
(0.18
|
)
|
|
|
|
(0.19
|
)
|
|
|
|
(0.16
|
)
|
Distributions from realized capital gains
|
|
|
|
|
(3.38
|
)
|
|
|
|
(2.42
|
)
|
|
|
|
(1.15
|
)
|
|
|
|
(0.80
|
)
|
|
|
|
(1.87
|
)
|
Total Distributions
|
|
|
|
|
(3.53
|
)
|
|
|
|
(2.54
|
)
|
|
|
|
(1.33
|
)
|
|
|
|
(0.99
|
)
|
|
|
|
(2.03
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
15.06
|
|
|
|
$
|
18.66
|
|
|
|
$
|
18.83
|
|
|
|
$
|
17.52
|
|
|
|
$
|
16.31
|
|
Total Return
|
|
|
|
|
(2.98
|
)%
|
|
|
|
14.16
|
%
|
|
|
|
14.91
|
%
|
|
|
|
14.04
|
%
|
|
|
|
5.47
|
%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
97,951
|
|
|
|
$
|
137,643
|
|
|
|
$
|
123,781
|
|
|
|
$
|
112,513
|
|
|
|
$
|
113,498
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.54
|
%
|
|
|
|
1.54
|
%
|
|
|
|
1.54
|
%
|
|
|
|
1.55
|
%
|
|
|
|
1.55
|
%
|
Net
|
|
|
|
|
1.27
|
%
|
|
|
|
1.25
|
%
|
|
|
|
1.28
|
%
|
|
|
|
1.30
|
%
|
|
|
|
1.29
|
%
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
0.62
|
%
|
|
|
|
0.72
|
%
|
|
|
|
0.81
|
%
|
|
|
|
0.97
|
%
|
|
|
|
0.91
|
%
|
Portfolio Turnover
|
|
|
|
|
35
|
%
|
|
|
|
57
|
%
|
|
|
|
48
|
%
|
|
|
|
31
|
%
|
|
|
|
35
|
%
|
|
|
|
Institutional Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
20.18
|
|
|
|
$
|
20.15
|
|
|
|
$
|
18.65
|
|
|
|
$
|
17.30
|
|
|
|
$
|
18.39
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (a) (b) (c)
|
|
|
|
|
0.21
|
|
|
|
|
0.23
|
|
|
|
|
0.24
|
|
|
|
|
0.22
|
|
|
|
|
0.21
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(0.25
|
)
|
|
|
|
2.40
|
|
|
|
|
2.65
|
|
|
|
|
2.16
|
|
|
|
|
0.76
|
|
Total from Investment Operations
|
|
|
|
|
(0.04
|
)
|
|
|
|
2.63
|
|
|
|
|
2.89
|
|
|
|
|
2.38
|
|
|
|
|
0.97
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.23
|
)
|
|
|
|
(0.18
|
)
|
|
|
|
(0.24
|
)
|
|
|
|
(0.23
|
)
|
|
|
|
(0.19
|
)
|
Distributions from realized capital gains
|
|
|
|
|
(3.38
|
)
|
|
|
|
(2.42
|
)
|
|
|
|
(1.15
|
)
|
|
|
|
(0.80
|
)
|
|
|
|
(1.87
|
)
|
Total Distributions
|
|
|
|
|
(3.61
|
)
|
|
|
|
(2.60
|
)
|
|
|
|
(1.39
|
)
|
|
|
|
(1.03
|
)
|
|
|
|
(2.06
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
16.53
|
|
|
|
$
|
20.18
|
|
|
|
$
|
20.15
|
|
|
|
$
|
18.65
|
|
|
|
$
|
17.30
|
|
Total Return
|
|
|
|
|
(2.62
|
)%
|
|
|
|
14.59
|
%
|
|
|
|
15.34
|
%
|
|
|
|
14.30
|
%
|
|
|
|
5.74
|
%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
9,624
|
|
|
|
$
|
6,084
|
|
|
|
$
|
6,064
|
|
|
|
$
|
6,569
|
|
|
|
$
|
8,533
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets: (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.29
|
%
|
|
|
|
1.29
|
%
|
|
|
|
1.29
|
%
|
|
|
|
1.30
|
%
|
|
|
|
1.30
|
%
|
Net
|
|
|
|
|
0.90
|
%
|
|
|
|
0.87
|
%
|
|
|
|
0.93
|
%
|
|
|
|
1.05
|
%
|
|
|
|
1.04
|
%
|
Ratio of net investment income (loss) to average net assets (c)
|
|
|
|
|
1.04
|
%
|
|
|
|
1.08
|
%
|
|
|
|
1.17
|
%
|
|
|
|
1.22
|
%
|
|
|
|
1.14
|
%
|
Portfolio Turnover
|
|
|
|
|
35
|
%
|
|
|
|
57
|
%
|
|
|
|
48
|
%
|
|
|
|
31
|
%
|
|
|
|
35
|
%
|
(a)
Per share numbers have been calculated using the average shares method.
(b)
Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.
(c)
Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise tax purposes.
(d)
Ratios of expenses to average net assets:
•
Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
Pear Tree Axiom Emerging Markets World Equity Fund
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
|
|
|
Ordinary Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
20.86
|
|
|
|
$
|
23.29
|
|
|
|
$
|
20.40
|
|
|
|
$
|
18.96
|
|
|
|
$
|
21.94
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(b)(c)
|
|
|
|
|
0.22
|
|
|
|
|
0.38
|
|
|
|
|
0.32
|
|
|
|
|
0.23
|
|
|
|
|
0.33
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(2.53
|
)
|
|
|
|
(2.36
|
)
|
|
|
|
2.85
|
|
|
|
|
1.52
|
|
|
|
|
(3.02
|
)
|
Total from Investment Operations
|
|
|
|
|
(2.31
|
)
|
|
|
|
(1.98
|
)
|
|
|
|
3.17
|
|
|
|
|
1.75
|
|
|
|
|
(2.69
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.34
|
)
|
|
|
|
(0.45
|
)
|
|
|
|
(0.28
|
)
|
|
|
|
(0.31
|
)
|
|
|
|
(0.29
|
)
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
Total Distributions
|
|
|
|
|
(0.34
|
)
|
|
|
|
(0.45
|
)
|
|
|
|
(0.28
|
)
|
|
|
|
(0.31
|
)
|
|
|
|
(0.29
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
18.21
|
|
|
|
$
|
20.86
|
|
|
|
$
|
23.29
|
|
|
|
$
|
20.40
|
|
|
|
$
|
18.96
|
|
Total Return
|
|
|
|
|
(11.35
|
)%
|
|
|
|
(8.31
|
)%
|
|
|
|
15.63
|
%
|
|
|
|
9.39
|
%
|
|
|
|
(12.12
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
64,322
|
|
|
|
$
|
89,347
|
|
|
|
$
|
110,502
|
|
|
|
$
|
102,633
|
|
|
|
$
|
107,893
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.70
|
%
|
|
|
|
1.67
|
%
|
|
|
|
1.07
|
%
|
|
|
|
1.21
|
%
|
|
|
|
1.32
|
%
|
Net
|
|
|
|
|
1.48
|
%
|
|
|
|
1.46
|
%
|
|
|
|
0.97
|
%
|
|
|
|
1.09
|
%
|
|
|
|
1.31
|
%
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
1.01
|
%
|
|
|
|
1.81
|
%
|
|
|
|
1.46
|
%
|
|
|
|
1.21
|
%
|
|
|
|
1.66
|
%
|
Portfolio Turnover
|
|
|
|
|
104
|
%
|
|
|
|
172
|
%(f)
|
|
|
|
50
|
%
|
|
|
|
47
|
%
|
|
|
|
82
|
%(e)
|
|
|
|
Institutional Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
21.16
|
|
|
|
$
|
23.63
|
|
|
|
$
|
20.69
|
|
|
|
$
|
19.23
|
|
|
|
$
|
22.26
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (a)(b)(c)
|
|
|
|
|
0.26
|
|
|
|
|
0.48
|
|
|
|
|
0.40
|
|
|
|
|
0.34
|
|
|
|
|
0.36
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(2.52
|
)
|
|
|
|
(2.42
|
)
|
|
|
|
2.89
|
|
|
|
|
1.49
|
|
|
|
|
(3.04
|
)
|
Total from Investment Operations
|
|
|
|
|
(2.26
|
)
|
|
|
|
(1.94
|
)
|
|
|
|
3.29
|
|
|
|
|
1.83
|
|
|
|
|
(2.68
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.43
|
)
|
|
|
|
(0.53
|
)
|
|
|
|
(0.35
|
)
|
|
|
|
(0.37
|
)
|
|
|
|
(0.35
|
)
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
Total Distributions
|
|
|
|
|
(0.43
|
)
|
|
|
|
(0.53
|
)
|
|
|
|
(0.35
|
)
|
|
|
|
(0.37
|
)
|
|
|
|
(0.35
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
18.47
|
|
|
|
$
|
21.16
|
|
|
|
$
|
23.63
|
|
|
|
$
|
20.69
|
|
|
|
$
|
19.23
|
|
Total Return
|
|
|
|
|
(11.02
|
)%
|
|
|
|
(7.94
|
)%
|
|
|
|
16.01
|
%
|
|
|
|
9.68
|
%
|
|
|
|
(11.88
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
4,440
|
|
|
|
$
|
5,061
|
|
|
|
$
|
7,872
|
|
|
|
$
|
8,078
|
|
|
|
$
|
13,489
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets: (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.45
|
%
|
|
|
|
1.41
|
%
|
|
|
|
0.82
|
%
|
|
|
|
0.95
|
%
|
|
|
|
1.07
|
%
|
Net
|
|
|
|
|
1.11
|
%
|
|
|
|
1.08
|
%
|
|
|
|
0.61
|
%
|
|
|
|
0.83
|
%
|
|
|
|
1.06
|
%
|
Ratio of net investment income (loss) to average net assets (c)
|
|
|
|
|
1.19
|
%
|
|
|
|
2.21
|
%
|
|
|
|
1.80
|
%
|
|
|
|
1.69
|
%
|
|
|
|
1.78
|
%
|
Portfolio Turnover
|
|
|
|
|
104
|
%
|
|
|
|
172
|
%(f)
|
|
|
|
50
|
%
|
|
|
|
47
|
%
|
|
|
|
82
|
%(e)
|
|
|
|
R6 Shares
|
|
|
|
|
Year Ended
March 31,2020
|
|
|
January 28, 2019*
through March 31, 2019
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
10.47
|
|
|
|
$
|
10.00
|
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (a) (b) (c)
|
|
|
|
|
0.18
|
|
|
|
|
0.01
|
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(1.26
|
)
|
|
|
|
0.46
|
|
|
Total from Investment Operations
|
|
|
|
|
(1.08
|
)
|
|
|
|
0.47
|
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.43
|
)
|
|
|
|
—
|
|
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Total Distributions
|
|
|
|
|
(0.43
|
)
|
|
|
|
—
|
|
|
Net Asset Value, End of Period
|
|
|
|
$
|
8.96
|
|
|
|
$
|
10.47
|
|
|
Total Return
|
|
|
|
|
(10.95
|
)%
|
|
|
|
4.70%***
|
|
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
566
|
|
|
|
$
|
105
|
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets: (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.30
|
%
|
|
|
|
1.64%**
|
|
|
Net
|
|
|
|
|
0.99
|
%
|
|
|
|
0.99
%**
|
|
|
Ratio of net investment income (loss) to average net assets (c)
|
|
|
|
|
1.58
|
%
|
|
|
|
0.44%**
|
|
|
Portfolio Turnover
|
|
|
|
|
104
|
%
|
|
|
|
172
% (f)
|
|
|
Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.
*
Commenced operations January 28, 2019
**
Annualized.
***
Not Annualized.
(a)
Per share numbers have been calculated using the average shares method.
(b)
Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.
(c)
Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise tax purposes. The ratio does not include net investment income of the investment companies in which the fund invests.
(d)
Ratios of expenses to average net assets:
•
Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Does not include expenses of the investment company in which the Fund invests.
(e)
Turnover is higher due to a change in strategy as of March 18, 2016
(f)
Turnover is higher due to Emerging Markets acquiring assets of Pear Tree PanAgora Risk Parity Emerging Markets Fund as of May 8, 2018. See Note 2 to the Financial Statements.
Pear Tree Polaris Foreign Value Fund
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
|
|
|
Ordinary Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
20.77
|
|
|
|
$
|
21.75
|
|
|
|
$
|
19.15
|
|
|
|
$
|
17.03
|
|
|
|
$
|
18.67
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(c)
|
|
|
|
|
0.44
|
(b)
|
|
|
|
0.38
|
(b)
|
|
|
|
0.29
|
(b)
|
|
|
|
0.23
|
|
|
|
|
0.23
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(6.13
|
)
|
|
|
|
(1.17
|
)
|
|
|
|
2.44
|
|
|
|
|
2.07
|
|
|
|
|
(1.60
|
)
|
Total from Investment Operations
|
|
|
|
|
(5.69
|
)
|
|
|
|
(0.79
|
)
|
|
|
|
2.73
|
|
|
|
|
2.30
|
|
|
|
|
(1.37
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.25
|
)
|
|
|
|
(0.11
|
)
|
|
|
|
(0.13
|
)
|
|
|
|
(0.18
|
)
|
|
|
|
(0.27
|
)
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
(0.08
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
Total Distributions
|
|
|
|
|
(0.25
|
)
|
|
|
|
(0.19
|
)
|
|
|
|
(0.13
|
)
|
|
|
|
(0.18
|
)
|
|
|
|
(0.27
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
14.83
|
|
|
|
$
|
20.77
|
|
|
|
$
|
21.75
|
|
|
|
$
|
19.15
|
|
|
|
$
|
17.03
|
|
Total Return
|
|
|
|
|
(27.75
|
)%
|
|
|
|
(3.56
|
)%
|
|
|
|
14.27
|
%
|
|
|
|
13.59
|
%
|
|
|
|
(7.29
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
435,137
|
|
|
|
$
|
784,820
|
|
|
|
$
|
886,354
|
|
|
|
$
|
859,328
|
|
|
|
$
|
932,418
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net
assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.50
|
%
|
|
|
|
1.51
|
%
|
|
|
|
1.51
|
%
|
|
|
|
1.53
|
%
|
|
|
|
1.52
|
%
|
Net
|
|
|
|
|
1.40
|
%
|
|
|
|
1.41
|
%
|
|
|
|
1.41
|
%
|
|
|
|
1.53
|
%
|
|
|
|
1.52
|
%
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
2.13
|
%
|
|
|
|
1.80
|
%
|
|
|
|
1.39
|
%
|
|
|
|
1.31
|
%
|
|
|
|
1.29
|
%
|
Portfolio Turnover
|
|
|
|
|
28
|
%
|
|
|
|
12
|
%
|
|
|
|
30
|
%
|
|
|
|
15
|
%
|
|
|
|
13
|
%
|
|
|
|
Institutional Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
20.71
|
|
|
|
$
|
21.71
|
|
|
|
$
|
19.10
|
|
|
|
$
|
17.00
|
|
|
|
$
|
18.68
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(c)
|
|
|
|
|
0.50
|
(b)
|
|
|
|
0.42
|
(b)
|
|
|
|
0.33
|
(b)
|
|
|
|
0.26
|
|
|
|
|
0.27
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(6.09
|
)
|
|
|
|
(1.14
|
)
|
|
|
|
2.49
|
|
|
|
|
2.07
|
|
|
|
|
(1.60
|
)
|
Total from Investment Operations
|
|
|
|
|
(5.59
|
)
|
|
|
|
(0.72
|
)
|
|
|
|
2.82
|
|
|
|
|
2.33
|
|
|
|
|
(1.33
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.34
|
)
|
|
|
|
(0.20
|
)
|
|
|
|
(0.21
|
)
|
|
|
|
(0.23
|
)
|
|
|
|
(0.35
|
)
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
(0.08
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
Total Distributions
|
|
|
|
|
(0.34
|
)
|
|
|
|
(0.28
|
)
|
|
|
|
(0.21
|
)
|
|
|
|
(0.23
|
)
|
|
|
|
(0.35
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
14.78
|
|
|
|
$
|
20.71
|
|
|
|
$
|
21.71
|
|
|
|
$
|
19.10
|
|
|
|
$
|
17.00
|
|
Total Return
|
|
|
|
|
(27.50
|
)%
|
|
|
|
(3.20
|
)%
|
|
|
|
14.75
|
%
|
|
|
|
13.82
|
%
|
|
|
|
(7.06
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
1,740,548
|
|
|
|
$
|
2,509,455
|
|
|
|
$
|
1,346,164
|
|
|
|
$
|
759,793
|
|
|
|
$
|
697,543
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.25
|
%
|
|
|
|
1.26
|
%
|
|
|
|
1.26
|
%
|
|
|
|
1.27
|
%
|
|
|
|
1.27
|
%
|
Net
|
|
|
|
|
1.03
|
%
|
|
|
|
1.04
|
%
|
|
|
|
1.04
|
%
|
|
|
|
1.27
|
%
|
|
|
|
1.27
|
%
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
2.45
|
%
|
|
|
|
1.98
|
%
|
|
|
|
1.57
|
%
|
|
|
|
1.49
|
%
|
|
|
|
1.51
|
%
|
Portfolio Turnover
|
|
|
|
|
28
|
%
|
|
|
|
12
|
%
|
|
|
|
30
|
%
|
|
|
|
15
|
%
|
|
|
|
13
|
%
|
|
|
|
R6 Shares
|
|
|
|
|
Year Ended
March 31, 2020
|
|
|
Year Ended
March 31, 2019
|
|
|
Year Ended
March 31, 2018
|
|
|
February 6, 2017*
through
March 31, 2017
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
10.97
|
|
|
|
$
|
11.65
|
|
|
|
$
|
10.34
|
|
|
|
$
|
10.00
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (a) (c)
|
|
|
|
|
0.25
|
(b)
|
|
|
|
0.25
|
(b)
|
|
|
|
0.19
|
(b)
|
|
|
|
0.05
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(3.16
|
)
|
|
|
|
(0.64
|
)
|
|
|
|
1.34
|
|
|
|
|
0.29
|
|
Total from Investment Operations
|
|
|
|
|
(2.91
|
)
|
|
|
|
(0.39
|
)
|
|
|
|
1.53
|
|
|
|
|
0.34
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.34
|
)
|
|
|
|
(0.21
|
)
|
|
|
|
(0.22
|
)
|
|
|
|
—
|
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
(0.08
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
Total Distributions
|
|
|
|
|
(0.34
|
)
|
|
|
|
(0.29
|
)
|
|
|
|
(0.22
|
)
|
|
|
|
—
|
|
Net Asset Value, End of Period
|
|
|
|
$
|
7.72
|
|
|
|
$
|
10.97
|
|
|
|
$
|
11.65
|
|
|
|
$
|
10.34
|
|
Total Return
|
|
|
|
|
(27.43
|
)%
|
|
|
|
(3.15
|
)%
|
|
|
|
14.79
|
%
|
|
|
|
3.40
|
%***
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
384,224
|
|
|
|
$
|
325,774
|
|
|
|
$
|
275,084
|
|
|
|
$
|
36,982
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets: (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.10
|
%
|
|
|
|
1.11
|
%
|
|
|
|
1.10
|
%
|
|
|
|
1.14
|
%**
|
Net
|
|
|
|
|
0.94
|
%
|
|
|
|
0.98
|
%
|
|
|
|
1.01
|
%
|
|
|
|
1.14
|
%**
|
Ratio of net investment income (loss) to average net assets (c)
|
|
|
|
|
2.28
|
%
|
|
|
|
2.22
|
%
|
|
|
|
1.58
|
%
|
|
|
|
3.39
|
%**
|
Portfolio Turnover
|
|
|
|
|
28
|
%
|
|
|
|
12
|
%
|
|
|
|
30
|
%
|
|
|
|
15
|
%***
|
*
Commenced operations February 6, 2017
**
Annualized.
***
Not Annualized
(a)
Per share numbers have been calculated using the average shares method.
(b)
Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.
(c)
Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise tax purposes. The ratio includes net investment income of the investment company in which the fund invests.
(d)
Ratios of expenses to average net assets:
•
Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Does not include expenses of the investment company in which the Fund invests.
Pear Tree Polaris Foreign Value Small Cap Fund
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
|
|
|
Ordinary Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
13.56
|
|
|
|
$
|
15.63
|
|
|
|
$
|
13.71
|
|
|
|
$
|
12.06
|
|
|
|
$
|
13.35
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(c)
|
|
|
|
|
0.65
|
(b)
|
|
|
|
0.33
|
(b)
|
|
|
|
0.28
|
(b)
|
|
|
|
0.23
|
|
|
|
|
0.21
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(3.76
|
)
|
|
|
|
(1.84
|
)
|
|
|
|
2.07
|
|
|
|
|
1.64
|
|
|
|
|
(1.26
|
)
|
Total from Investment Operations
|
|
|
|
|
(3.11
|
)
|
|
|
|
(1.51
|
)
|
|
|
|
2.35
|
|
|
|
|
1.87
|
|
|
|
|
(1.05
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.38
|
)
|
|
|
|
(0.24
|
)
|
|
|
|
(0.29
|
)
|
|
|
|
(0.14
|
)
|
|
|
|
(0.19
|
)
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
(0.32
|
)
|
|
|
|
(0.14
|
)
|
|
|
|
(0.08
|
)
|
|
|
|
(0.05
|
)
|
Total Distributions
|
|
|
|
|
(0.38
|
)
|
|
|
|
(0.56
|
)
|
|
|
|
(0.43
|
)
|
|
|
|
(0.22
|
)
|
|
|
|
(0.24
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
10.07
|
|
|
|
$
|
13.56
|
|
|
|
$
|
15.63
|
|
|
|
$
|
13.71
|
|
|
|
$
|
12.06
|
|
Total Return
|
|
|
|
|
(23.73
|
)%
|
|
|
|
(9.33
|
)%
|
|
|
|
17.15
|
%
|
|
|
|
15.73
|
%
|
|
|
|
(7.83
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
133,912
|
|
|
|
$
|
222,526
|
|
|
|
$
|
319,531
|
|
|
|
$
|
270,948
|
|
|
|
$
|
283,509
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.53
|
%
|
|
|
|
1.53
|
%
|
|
|
|
1.52
|
%
|
|
|
|
1.55
|
%
|
|
|
|
1.56
|
%
|
Net
|
|
|
|
|
1.43
|
%
|
|
|
|
1.43
|
%
|
|
|
|
1.42
|
%
|
|
|
|
1.55
|
%
|
|
|
|
1.56
|
%
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
4.85
|
%
|
|
|
|
2.29
|
%
|
|
|
|
1.85
|
%
|
|
|
|
1.82
|
%
|
|
|
|
1.66
|
%
|
Portfolio Turnover
|
|
|
|
|
33
|
%
|
|
|
|
52
|
%
|
|
|
|
26
|
%
|
|
|
|
46
|
%
|
|
|
|
8
|
%
|
|
|
|
Institutional Shares
|
|
|
|
|
Years Ended March 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
13.57
|
|
|
|
$
|
15.66
|
|
|
|
$
|
13.73
|
|
|
|
$
|
12.07
|
|
|
|
$
|
13.36
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(c)
|
|
|
|
|
0.69
|
(b)
|
|
|
|
0.37
|
(b)
|
|
|
|
0.32
|
(b)
|
|
|
|
0.25
|
|
|
|
|
0.24
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(3.76
|
)
|
|
|
|
(1.83
|
)
|
|
|
|
2.09
|
|
|
|
|
1.66
|
|
|
|
|
(1.26
|
)
|
Total from Investment Operations
|
|
|
|
|
(3.07
|
)
|
|
|
|
(1.46
|
)
|
|
|
|
2.41
|
|
|
|
|
1.91
|
|
|
|
|
(1.02
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.43
|
)
|
|
|
|
(0.31
|
)
|
|
|
|
(0.34
|
)
|
|
|
|
(0.17
|
)
|
|
|
|
(0.22
|
)
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
(0.32
|
)
|
|
|
|
(0.14
|
)
|
|
|
|
(0.08
|
)
|
|
|
|
(0.05
|
)
|
Total Distributions
|
|
|
|
|
(0.43
|
)
|
|
|
|
(0.63
|
)
|
|
|
|
(0.48
|
)
|
|
|
|
(0.25
|
)
|
|
|
|
(0.27
|
)
|
Net Asset Value, End of Period
|
|
|
|
$
|
10.07
|
|
|
|
$
|
13.57
|
|
|
|
$
|
15.66
|
|
|
|
$
|
13.73
|
|
|
|
$
|
12.07
|
|
Total Return
|
|
|
|
|
(23.50
|
)%
|
|
|
|
(8.95
|
)%
|
|
|
|
17.56
|
%
|
|
|
|
16.13
|
%
|
|
|
|
(7.62
|
)%
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
367,321
|
|
|
|
$
|
766,409
|
|
|
|
$
|
593,619
|
|
|
|
$
|
312,955
|
|
|
|
$
|
270,846
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.28
|
%
|
|
|
|
1.28
|
%
|
|
|
|
1.27
|
%
|
|
|
|
1.30
|
%
|
|
|
|
1.30
|
%
|
Net
|
|
|
|
|
1.06
|
%
|
|
|
|
1.06
|
%
|
|
|
|
1.05
|
%
|
|
|
|
1.30
|
%
|
|
|
|
1.30
|
%
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
5.02
|
%
|
|
|
|
2.57
|
%
|
|
|
|
2.08
|
%
|
|
|
|
2.03
|
%
|
|
|
|
1.91
|
%
|
Portfolio Turnover
|
|
|
|
|
33
|
%
|
|
|
|
52
|
%
|
|
|
|
26
|
%
|
|
|
|
46
|
%
|
|
|
|
8
|
%
|
|
|
|
R6 Shares
|
|
|
|
|
Year Ended
March 31, 2020
|
|
|
Year Ended
March 31, 2019
|
|
|
Year Ended
March 31, 2018
|
|
|
February 6, 2017*
through
March 31, 2017
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
10.25
|
|
|
|
$
|
12.02
|
|
|
|
$
|
10.63
|
|
|
|
|
$
|
10.00
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (a) (c)
|
|
|
|
|
0.55
|
(b)
|
|
|
|
0.24
|
(b)
|
|
|
|
0.26
(b)
|
|
|
|
|
|
0.04
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(2.83
|
)
|
|
|
|
(1.38
|
)
|
|
|
|
1.62
|
|
|
|
|
|
0.59
|
|
Total from Investment Operations
|
|
|
|
|
(2.28
|
)
|
|
|
|
(1.14
|
)
|
|
|
|
1.88
|
|
|
|
|
|
0.63
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.44
|
)
|
|
|
|
(0.31
|
)
|
|
|
|
(0.35)
|
|
|
|
|
|
—
|
|
Distributions from realized capital gains
|
|
|
|
|
—
|
|
|
|
|
(0.32
|
)
|
|
|
|
(0.14)
|
|
|
|
|
|
—
|
|
Total Distributions
|
|
|
|
|
(0.44
|
)
|
|
|
|
(0.63
|
)
|
|
|
|
(0.49)
|
|
|
|
|
|
—
|
|
Net Asset Value, End of Period
|
|
|
|
$
|
7.53
|
|
|
|
$
|
10.25
|
|
|
|
$
|
12.02
|
|
|
|
|
$
|
10.63
|
|
Total Return
|
|
|
|
|
(23.46
|
)%
|
|
|
|
(8.95
|
)%
|
|
|
|
17.66%
|
|
|
|
|
|
6.30
|
%***
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
96,708
|
|
|
|
$
|
74,795
|
|
|
|
$
|
11,160
|
|
|
|
|
$
|
1,927
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets: (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.13
|
%
|
|
|
|
1.14
|
%
|
|
|
|
1.12%
|
|
|
|
|
|
1.14
|
%**
|
Net
|
|
|
|
|
1.03
|
%
|
|
|
|
1.05
|
%
|
|
|
|
1.02%
|
|
|
|
|
|
1.14
|
%**
|
Ratio of net investment income (loss) to average net assets (c)
|
|
|
|
|
5.62
|
%
|
|
|
|
2.28
|
%
|
|
|
|
2.12%
|
|
|
|
|
|
2.95
|
%**
|
Portfolio Turnover
|
|
|
|
|
33
|
%
|
|
|
|
52
|
%
|
|
|
|
26%
|
|
|
|
|
|
46
|
%***
|
*
Commenced operations February 6, 2017
**
Annualized
***
Not Annualized
(a)
Per share numbers have been calculated using the average shares method.
(b)
Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.
(c)
Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise tax purposes. The ratio includes net investment income of the investment company in which the fund invests.
(d)
Ratios of expenses to average net assets:
•
Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Does not include expenses of the investment company in which the Fund invests.
Pear Tree Polaris International Opportunities Fund (formerly Pear Tree PNC International Small Cap Fund)
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
|
|
|
Ordinary Shares
|
|
|
|
|
Year Ended
March 31, 2020
|
|
|
January 30, 2019*
through March 31, 2019
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
10.60
|
|
|
|
$
|
10.00
|
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(c)
|
|
|
|
|
(0.05
|
)
|
|
|
|
(0.04)
|
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(2.54
|
)
|
|
|
|
0.64
|
|
|
Total from Investment Operations
|
|
|
|
|
(2.59
|
)
|
|
|
|
0.60
|
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Distributions from realized capital gains
|
|
|
|
|
(0.03
|
)
|
|
|
|
—
|
|
|
Total Distributions
|
|
|
|
|
(0.03
|
)
|
|
|
|
—
|
|
|
Net Asset Value, End of Period
|
|
|
|
$
|
7.98
|
|
|
|
$
|
10.60
|
|
|
Total Return
|
|
|
|
|
(24.50
|
)%
|
|
|
|
6.00%***
|
|
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
49
|
|
|
|
$
|
63
|
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.90
|
%
|
|
|
|
4.54%**
|
|
|
Net
|
|
|
|
|
1.90
|
%
|
|
|
|
4.54%**
|
|
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
(0.44
|
)%
|
|
|
|
(3.52)%**
|
|
|
Portfolio Turnover
|
|
|
|
|
142
|
%(e)
|
|
|
|
22%***
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
Year Ended
March 31, 2020
|
|
|
January 30, 2019 *
through March 31, 2019
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
10.60
|
|
|
|
$
|
10.00
|
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(a)(c)
|
|
|
|
|
(0.01
|
)(b)
|
|
|
|
(0.04
) (b)
|
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(2.54
|
)
|
|
|
|
0.64
|
|
|
Total from Investment Operations
|
|
|
|
|
(2.55
|
)
|
|
|
|
0.60
|
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Distributions from realized capital gains
|
|
|
|
|
(0.03
|
)
|
|
|
|
—
|
|
|
Total Distributions
|
|
|
|
|
(0.03
|
)
|
|
|
|
—
|
|
|
Net Asset Value, End of Period
|
|
|
|
$
|
8.02
|
|
|
|
$
|
10.60
|
|
|
Total Return
|
|
|
|
|
(24.10
|
)%
|
|
|
|
6.00%***
|
|
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
6,995
|
|
|
|
$
|
9,245
|
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets:(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.65
|
%
|
|
|
|
4.29%**
|
|
|
Net
|
|
|
|
|
1.53
|
%
|
|
|
|
4.17%**
|
|
|
Ratio of net investment income (loss) to average net assets(c)
|
|
|
|
|
(0.05
|
)%
|
|
|
|
(3.15)%**
|
|
|
Portfolio Turnover
|
|
|
|
|
142
|
%(e)
|
|
|
|
22%***
|
|
|
|
|
|
R6 Shares
|
|
|
|
|
Year Ended
March 31,2020
|
|
|
January 30, 2019 (*)
through March 31, 2019
|
|
Net Asset Value, Beginning of Period
|
|
|
|
$
|
10.60
|
|
|
|
$
|
10.00
|
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (a) (c)
|
|
|
|
|
(0.01
|
)
|
|
|
|
(0.04)
|
|
|
Net realized and unrealized gain/(loss) on securities
|
|
|
|
|
(2.53
|
)
|
|
|
|
0.64
|
|
|
Total from Investment Operations
|
|
|
|
|
(2.54
|
)
|
|
|
|
0.60
|
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
|
|
(0.01
|
)
|
|
|
|
—
|
|
|
Distributions from realized capital gains
|
|
|
|
|
(0.03
|
)
|
|
|
|
—
|
|
|
Total Distributions
|
|
|
|
|
(0.04
|
)
|
|
|
|
—
|
|
|
Net Asset Value, End of Period
|
|
|
|
$
|
8.02
|
|
|
|
$
|
10.60
|
|
|
Total Return
|
|
|
|
|
(24.08
|
)%
|
|
|
|
6.00%***
|
|
|
Net Assets, End of Period (000s)
|
|
|
|
$
|
6,240
|
|
|
|
$
|
1,371
|
|
|
Ratios and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios of expenses to average net assets: (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
1.50
|
%
|
|
|
|
4.14%**
|
|
|
Net
|
|
|
|
|
1.50
|
%
|
|
|
|
4.14%**
|
|
|
Ratio of net investment income (loss) to average net assets (c)
|
|
|
|
|
(0.08
|
)%
|
|
|
|
(3.12)%**
|
|
|
Portfolio Turnover
|
|
|
|
|
142
|
% (e)
|
|
|
|
22%***
|
|
|
**
Annualized
***
Not Annualized
(a)
Per share numbers have been calculated using the average shares method.
(b)
Reflects expense waivers/reimbursements and reductions in effect during the period. See Note 3 to the Financial Statements.
(c)
Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise tax purposes. The ratio includes net investment income of the investment company in which the fund invests.
(d)
Ratios of expenses to average net assets:
•
Gross (total expenses before fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Net (total expenses net of fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
•
Does not include expenses of the investment company in which the Fund invests.
(e)
Turnover is higher due to a change in strategy as of January 1, 2020.
Obtaining Additional Information
More information about the Pear Tree Funds may be obtained free upon request.
The Pear Tree Funds’ Statement of Additional Information and annual and semi-annual reports to shareholders include additional information about the Pear Tree Funds. The Pear Tree Funds’ annual report discusses the market conditions and investment strategies that significantly affected each Pear Tree Fund’s performance during its last fiscal years. The Statement of Additional Information is incorporated by reference into this Prospectus, which means it is part of this Prospectus for legal purposes. The Pear Tree Funds also file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Pear Tree Funds’ most recent portfolio holdings, as filed on Form N-PORT (or its predecessor form, Form N-Q), are also available at
www.peartreefunds.com.
If you have questions about the Pear Tree Funds or your account, or you wish to obtain free copies of the Pear Tree Funds’ current Statement of Additional Information or annual or semiannual reports, please contact your financial adviser or contact us by mail, by telephone or on the Internet.
|
By Mail: Pear Tree Institutional Services
55 Old Bedford Road, Suite 202
Lincoln, MA 01773
|
|
|
By Telephone: 800-326-2151
On the Internet: www.peartreefunds.com
|
|
You may review and obtain copies of the Pear Tree Funds’ Statement of Additional Information, financial reports, Forms N-PORT (or its predecessor form, Form N-Q), and other information at the SEC’s Public Reference Room in Washington, D.C. You may also access reports and other information about the Pear Tree Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. You may get copies of this information, after payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520. Please call the SEC at 1-202-551-8090 for information about the operation of the Public Reference Room. You may need to refer to the Pear Tree Funds’ file number.
Investment Company Act File No. 811-03790
Distributed by U.S. Boston Capital Corporation, member FINRA, SIPC
STATEMENT OF ADDITIONAL INFORMATION
|
|
|
|
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
|
|
*
formerly Pear Tree PNC International Small Cap Fund
August 3, 2020
This Statement of Additional Information (“
SAI”) is not a prospectus. It should be read in conjunction with the Prospectus dated August 3, 2020, for the Ordinary Shares, Institutional Shares and R6 Shares of the separate series identified above (collectively, the “
Pear Tree Funds” and individually, a “
Pear Tree Fund”) of the Pear Tree Funds (the “
Trust”), as amended and supplement from time to time (the “
Prospectus”).
The Pear Tree Funds’ financial statements for the fiscal year ended March 31, 2020, and report of the independent registered public accounting firm in the Pear Tree Funds’ Annual Report are incorporated herein by reference. A copy of the Prospectus, SAI, and the Pear Tree Funds’ most recent annual and semi-annual reports may be obtained free of charge by calling 1-800-326-2151, by written request to the Pear Tree Funds at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773 or from our website at: www.peartreefunds.com.
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of each Pear Tree Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from Pear Tree Funds your financial intermediary, such as a broker-dealer or a bank. Instead, the reports will be made available on the Pear Tree Funds' website, www.peartreefunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from Pear Tree Funds or your financial intermediary electronically by calling Pear Tree Funds at 1-800-326-2151, logging into your account at www.peartreefunds.com, or by calling your financial intermediary.
You may elect to receive all future reports in paper free of charge. You can inform Pear Tree Funds or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling Pear Tree Funds at 1-800-326-2151 or your financial intermediary. If you hold any Pear Tree Funds directly, your election to receive reports in paper will apply to those Pear Tree Funds held directly. If you hold any Pear Tree Funds through a financial intermediary, your election will apply to those Pear Tree Funds you hold through that financial intermediary.
FUND HISTORY
The Trust was established in 1983 as a business trust under Massachusetts law. A copy of the Second Amended and Restated Declaration of Trust dated May 25, 2011, as amended, is on file with the Secretary of the Commonwealth of the Commonwealth of Massachusetts. The Trust was originally called "The Quantitative Group of Funds" and it did business under the name "Quant Funds."
Each Pear Tree Fund identified on the cover page of this SAI is a series of the Trust.
The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act") as an open-end management investment company.
Pear Tree Advisors, Inc. (the “Manager”) serves as the investment manager to each Pear Tree Fund, and for each Pear Tree Fund, there is an investment sub-adviser (each, a “Sub-Adviser”).
For purposes of this SAI, each Pear Tree Fund is referred to as follows:
Pear Tree Polaris Small Cap Fund “Small Cap Fund” (formerly Pear Tree Columbia Small Cap Fund)
Pear Tree Quality Fund “Quality Fund”
Pear Tree Axiom Emerging Markets World Equity Fund “Emerging Markets Fund” (formerly Pear Tree PanAgora Emerging Markets Fund)
Pear Tree Polaris Foreign Value Fund “Foreign Value Fund”
Pear Tree Polaris Foreign Value Small Cap Fund “Foreign Value Small Cap Fund”
Pear Tree Polaris International Opportunities Fund "International Opportunities Fund" (formerly Pear Tree PNC International Small Cap Fund)
Otherwise, terms capitalized in this SAI but not defined herein have the same meanings as in the Prospectus.
INVESTMENT POLICIES, RISKS AND RESTRICTIONS
The Prospectus presents the investment objective and the principal investment strategies and risks of each Pear Tree Fund. This section supplements the disclosure in the Prospectus and provides additional information on the Pear Tree Funds’ investment policies or restrictions. Restrictions or policies stated as a maximum percentage of the Pear Tree Fund’s assets are only applied immediately after a portfolio investment to which the policy or restriction is applicable. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances (e.g., temporary borrowing of money), will not be considered in determining whether the investment complies with the Pear Tree Fund’s restrictions and policies. There is no assurance that the Pear Tree Funds’ objectives will be achieved.
Each Pear Tree Fund may invest in any of the following financial instruments unless otherwise provided in the Prospectus or below.
(a)
Securities and Other Instruments, Other Than Derivatives
Equity Securities
Each Pear Tree Fund may invest in common and preferred equity securities publicly traded in the United States or in foreign countries on developed or emerging markets. A Pear Tree Fund’s equity securities may be denominated in foreign currencies and may be held outside the U.S. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, the Pear Tree Fund may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles.
Fixed Income Securities
Each Pear Tree Fund may invest in fixed income securities of any maturity. Fixed income securities are subject to the risk of an issuer’s inability to meet principal or interest payments on its obligations. Factors which could contribute to a decline in the market value of debt securities in the Pear Tree Fund’s portfolio include rising interest rates or a reduction in the perceived creditworthiness of the issuer of the securities. A fixed income security is considered investment grade if it is rated in one of the top four categories by a nationally recognized statistical rating organization or determined to be of equivalent quality by the Pear Tree Fund’s Sub-Adviser.
Fixed income securities rated below investment grade are commonly referred to as “high-yield bonds” and are considered speculative. Below investment grade fixed income securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher grade fixed income securities.
No Pear Tree Fund may invest more than 10 percent of its net assets in fixed income securities, including convertible debt securities, rated below investment grade or in unrated securities of comparable quality. The following are certain risks associated with investments in fixed income securities. These risks apply to any Pear Tree Fund that invests in fixed income securities.
Interest Rate Risk - the risk that rates will rise causing the value of the instrument to fall, credit risk, that is, the risk that an issuer, guarantor or liquidity provider of an instrument held by the fund will fail to make scheduled interest or principal payments, which may reduce the Pear Tree Fund’s income and the market value of, the instrument.
Credit Risk - The risk that the issuer of the fixed income security, and if guaranteed, the guarantor of the security, will default on its obligation to pay principal, interest or both. Generally, lower rated securities have a higher likelihood of defaulting than a higher rated security.
Prepayment Risk (when repayment of principal occurs before scheduled maturity) and Extension Risk (when rates of repayment of principal are slower than expected) — the risk that the holder may have to invest repayment proceeds in, or continue to hold, lower yielding securities, as the case may be.
Liquidity Risk - the risk that the Pear Tree Fund may not be able to sell some or all of its securities at desired prices or may be unable to sell the securities at all, because of a lack of demand in the market for such securities, or a liquidity provider defaults on its obligation to purchase the securities when properly tendered by the holder.
U.S. Government Obligations
The types of U.S. Government obligations in which each Pear Tree Fund may at times invest include: (1) U.S. Treasury obligations, which differ only in their interest rates, maturities and times of issuance; and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government agency or instrumentality or (d) the credit of the instrumentality (examples of agencies and instrumentalities are: Federal Land Banks, Federal Housing Administration, Federal Farm Credit Bank, Farmers Home Administration, Export — Import Bank of the United States, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, General Services Administration, Maritime Administration, Tennessee Development Bank, Student Loan Marketing Association, and Federal National Mortgage Association). No assurance can be given that in the future the U.S. Government will provide financial support to such U.S. Government agencies or instrumentalities described in (2)(b), (2)(c) and (2)(d), other than as set forth above, since it is not obligated to do so by law. Each Pear Tree Fund may purchase U.S. Government obligations on a forward commitment basis.
Convertible Securities
Each Pear Tree Fund may hold convertible securities of foreign or domestic issuers. A convertible security is a fixed-income security which may be converted into the issuer’s common or preferred stock at a stated price within a specified period of time. Convertible securities are senior to common stocks in a corporation’s capital structure but are usually subordinated to similar nonconvertible securities. Convertible securities provide, through their conversion feature, an opportunity to participate in capital appreciation resulting from a market price advance in a convertible security’s underlying common stock. The price of a convertible security is influenced by the market value of the underlying common stock and tends to increase as the market value of the underlying stock rises, whereas it tends to decrease as the market value of the underlying stock declines.
Repurchase Agreements
Each Pear Tree Fund may enter into repurchase agreements with banks and other financial institutions, such as broker-dealers. Under a repurchase agreement, a Pear Tree Fund purchases securities from a financial institution that agrees to repurchase the securities at the original purchase price plus interest within a specified time. In substance, a repurchase agreement is a cash loan with securities as collateral and the higher repurchase price reflecting the borrowing costs of the counterparty. The securities purchased by the Pear Tree Fund have a total value in excess of the purchase price paid by the Pear Tree Fund and are held by the Pear Tree Fund's custodian bank or another Trustees-approved custodian bank until repurchased. Repurchase agreements assist the Pear Tree Fund in being invested fully while retaining “overnight” flexibility in pursuit of investments of a longer-term nature.
Repurchase transactions are limited to those member banks of the Federal Reserve System and broker-dealers whose creditworthiness the Sub-Adviser to the transacting Pear Tree Fund continually monitors and considers satisfactory. If the other party or “seller” defaults, the Pear Tree Fund might suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Pear Tree Fund are less than the repurchase price and the Pear Tree Fund’s cost associated with delay and enforcement of the repurchase agreement. In addition, in the event of a bankruptcy of the seller, the Pear Tree Fund could suffer additional losses if a court determines that the Pear Tree Fund’s interest in the collateral is not enforceable. In evaluating whether to enter into a repurchase agreement, the Sub-Adviser will carefully consider the creditworthiness of the seller. Distributions of the income from repurchase agreements will be taxable to a Pear Tree Fund’s shareholders.
No more than 5 percent of the value of a Pear Tree Fund’s total assets will be invested in repurchase agreements that have a maturity longer than seven (7) days. Investments in repurchase agreements which have a longer maturity are not considered to be readily marketable (see “— Illiquid Securities,” below). In addition, a Pear Tree Fund will not enter into repurchase agreements with a securities dealer if such transactions constitute the purchase of an interest in such dealer under the 1940 Act.
Reverse Repurchase Agreements
Each Pear Tree Fund may enter reverse repurchase agreements, however, because of the risks associated with that type of agreement, generally will do so only in limited situations and then only with respect to portfolio securities in accordance with its investment restrictions. Under a reverse repurchase agreement, a Pear Tree Fund transfers possession of portfolio securities, that is, sells them, to a financial institution in return for cash in an amount equal to a percentage of the portfolio securities’ market value (reflecting an amount that is usually more than the amount of cash received) and agrees to repurchase the securities at a future date by repurchasing them for an amount that is more than the original sale price. The Pear Tree Fund retains the right to receive interest and principal payments from the securities while they are in the possession of the financial institutions. Cash or liquid high quality debt obligations from a Pear Tree Fund’s portfolio equal in value to the repurchase price including any accrued interest will be segregated on the Pear Tree Fund’s records while a reverse repurchase agreement is in effect.
Reverse repurchase agreements involve the risk that the market value of securities sold by the Pear Tree Fund may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements may be used as a means of borrowing, which can be for, among other things, temporarily for extraordinary or emergency purposes or to facilitate redemptions and are not used to leverage the Pear Tree Fund. If the other party or “seller” defaults, a Pear Tree Fund might suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Pear Tree Fund are less than the repurchase price and the Pear Tree Fund’s cost associated with delay and enforcement of the repurchase agreement. In addition, in the event of bankruptcy of the seller, a Pear Tree Fund could suffer additional losses if a court determines that the Pear Tree Fund’s interest in the collateral is not enforceable.
Investments in Other Collective Investment Funds
Each Pear Tree Fund may invest in shares of other collective investment funds, including open-end mutual funds, closed-end funds, and exchange-traded funds (“ETFs”), as well as business development companies (“BDCs”), that invest principally in securities, as well as in ETFs that invest principally in commodities. A Pear Tree Fund may purchase the securities of another collective investment fund to temporarily gain exposure to a portion of the market while awaiting purchase of securities or as an efficient means of gaining exposure to a particular asset class. A Pear Tree Fund may also purchase shares of another collective investment fund to gain exposure to the securities or commodities in the collective investment fund’s portfolio at times when the Pear Tree Fund may not be able to buy those securities or commodities directly. Any investment by a Pear Tree Fund in another collective investment fund would be consistent with the Pear Tree Fund’s objective and investment program.
The risks of owning another collective investment fund are generally similar to the risks of investing directly in the securities or commodities in which that collective investment fund invests. However, a collective investment fund may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the acquiring Pear Tree Fund’s performance.
In addition, because some closed-end funds and all ETFs trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of their portfolio securities and their shares may have greater volatility because of the potential lack of liquidity.
As a shareholder of a collective investment fund, a Pear Tree Fund must pay its pro-rata share of that collective investment fund’s fees and expenses. A Pear Tree Fund’s investments in other collective investment funds that invest principally in securities may be subject to limits that apply under the 1940 Act.
Exchange Traded Notes
Consistent with its ability to invest in fixed income securities and to enter into derivatives contracts, Emerging Markets Fund may invest in exchange traded notes (“ETNs”). ETNs are unsecured, unsubordinated debt securities typically issued by a bank or an underwriting financial institution, which are designed to track the performance of a market index and may provide exposure to the returns of various market indices, including indices linked to stocks, bonds, commodities and currencies. ETNs combine certain aspects of bonds and ETFs. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be redeemed at any time or can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific index that the ETN is designed to track minus certain fees. Unlike fixed income bonds, ETNs do not make periodic interest payments, and the principal investment is not protected.
ETNs are subject to credit risk, including the risk that the issuer of the ETN may default on its obligations. The value of an ETN may vary and may be influenced by, among other things, the time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the particular index. When Emerging Markets Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. Additionally, the issuer may impose restrictions on the Pear Tree Fund’s right to redeem its investment in an ETN.
Real Estate Investment Trusts
Each Pear Tree Fund may invest in Real Estate Investment Trusts (“REITs”). REITs are companies that invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs generally are not taxed on income distributed to shareholders provided they comply with the applicable income tax rules. In some cases, the Pear Tree Fund will indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests in addition to the expenses paid by the Pear Tree Fund.
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An equity REIT may be affected by changes in the value of the underlying properties owned by the REIT. A mortgage REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their obligations. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, such as health care, are also subject to risks associated with such industry.
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial resources and may trade less frequently and in a more limited volume than larger company securities.
Section 4(2) Commercial Paper
Each Pear Tree Fund may invest in commercial paper issued in reliance on the so-called “private placement” exemption from registration afforded by Section 4(a)(2) (formerly Section 4(2)) of the Securities Act of 1933, as amended (“Section 4(2) paper”). Section 4(2) paper is restricted as to disposition under the federal securities laws, and generally is sold to investors who agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper is normally resold to other investors through or with the assistance of the issuer or investment dealers who make a market in Section 4(2) paper, thus providing liquidity.
Asset-Backed Securities
Each Pear Tree Fund may invest in asset-backed securities. Asset-backed securities represent undivided fractional interests in pools of instruments, such as consumer loans, and are similar in structure to mortgage-related pass-through securities. Payments of principal and interest are passed through to holders of the securities and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by priority to certain of the borrower’s other securities. The degree of credit-enhancement varies, generally applying only until exhausted and covering only a fraction of the security’s par value. The value of asset-backed securities is affected by changes in the market’s perception of the asset backing the security, changes in the creditworthiness of the servicing agent for the instrument pool, the originator of the instruments or the financial institution providing any credit enhancement and the expenditure of any portion of any credit enhancement. The risks of investing in asset-backed securities are ultimately dependent upon payment of the underlying instruments by the obligors, and a Pear Tree Fund
would generally have no recourse against the obligee of the instruments in the event of default by an obligor. The underlying instruments are subject to prepayments which shorten the weighted average life of asset-backed securities and may lower their return, in the same manner as described below for prepayments of pools of mortgage loans underlying mortgage-backed securities. Use of asset-backed securities will represent less than 5 percent of the Pear Tree Fund’s total assets by issuer.
When-Issued Transactions
Each Pear Tree Fund may invest in when-issued securities. New issues of securities are often offered on a when-issued basis. This means that delivery and payment for the securities normally will take place several days after the date the buyer commits to purchase them. The payment obligation and the interest rate that will be received on securities purchased on a when-issued basis are each fixed at the time the buyer enters into the commitment. A Pear Tree Fund will make commitments to purchase when-issued securities only with the intention of actually acquiring the securities, but may sell these securities or dispose of the commitment before the settlement date if it is deemed advisable as a matter of investment strategy. Cash or marketable high quality debt securities equal to the amount of the above commitments will be segregated on the Pear Tree Fund’s records. For the purpose of determining the adequacy of these securities the segregated securities will be valued at market. If the market value of such securities declines, additional cash or securities will be segregated on the Pear Tree Fund’s records on a daily basis so that the market value of the account will equal the amount of such commitments by the Pear Tree Fund.
Securities purchased on a when-issued basis and held by the Pear Tree Fund are subject to changes in market value based upon the public’s perception of changes in the level of interest rates. Generally, the value of such securities will fluctuate inversely to changes in interest rates, i.e., they will appreciate in value when interest rates decline and decrease in value when interest rates rise. Therefore, if in order to achieve higher interest income a Pear Tree Fund remains substantially fully invested at the same time that it has purchased securities on a “when-issued” basis, there will be a greater possibility of fluctuation in a Pear Tree Fund’s net asset value.
When payment for when-issued securities is due, a Pear Tree Fund will meet its obligations from then-available cash flow, the sale of segregated securities, the sale of other securities or, and although it would not normally expect to do so, from the sale of the when-issued securities themselves (which may have a market value greater or less than the Pear Tree Fund’s payment obligation). The sale of securities to meet such obligations carries with it a greater potential for the realization of capital gains, which are subject to federal income taxes.
Investment in Initial Public Offerings
To the extent consistent with its investment objective, each Pear Tree Fund may invest up to 5 percent of its total net assets (at time of purchase) in equity securities being offered in initial public offerings (“IPO”). The market for such securities may be more volatile and entail greater risk of loss than investments in more established companies. Many companies engaged in IPO’s are smaller capitalization companies that present the risks of such companies described in “Principal Risks for the Pear Tree Fund” in the Prospectus. Such risks may include limited operating histories, dependence on a limited number of management personnel, reliance on one or a small number of core businesses, including businesses for which there may not be well developed markets. Newly public companies may also have limited access to additional capital to finance operating needs and/or implementation of strategic plans. At times, investments in IPO’s could represent a significant portion of a Pear Tree Fund’s investment performance. A Pear Tree Fund cannot assure that investments in IPO’s will continue to be available to the Pear Tree Fund or, if available, will result in positive investment performance, particularly during times when the Pear Tree Fund is of smaller size. In addition, as the Pear Tree Fund’s assets increase, the impact of investments in IPO’s on the overall performance of the Pear Tree Fund is likely to decrease.
A Pear Tree Fund may sell stocks purchased in IPO’s shortly after the time of the offering in order to realize a short-term profit. Such sales involve transaction costs and are taxable events that would give rise to short-term capital gains that are taxable at the less favorable rates applicable to ordinary income. Although opportunities may exist to realize a short-term profit on stocks purchased in IPO’s, the Pear Tree Fund may continue to hold such stocks for longer-term investment if the Pear Tree Fund’s Sub-Adviser believes this is appropriate. Holding stocks of newly public companies over the longer-term involves the risk that the prices of such stocks may depreciate substantially from the initial offering price and from higher trading prices that may exist in the markets shortly following the initial offering. In addition to buying stocks directly in an IPO, the Pear Tree Fund may purchase newly public stocks in the secondary market if the Pear Tree Fund’s Sub-Adviser determines that this is an appropriate investment. Purchasing newly public stocks shortly after the offering
may involve paying market prices significantly above the initial offering price. Active market activity in newly public stocks may diminish substantially over time creating the risk that such stocks purchased in the secondary market could depreciate substantially in value, including over a relatively short time period.
Securities Loans
If authorized by the Trustees, each Pear Tree Fund may make secured loans of its portfolio securities amounting to not more than 30 percent of its total assets. The risks in lending portfolio securities, as with other extensions of credit, consist of (a) possible delay in the recovery of the securities or loss of rights in the collateral should the borrower fail financially or (b) the risk that the underlying collateral will decrease in value. Securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral in cash or cash equivalents (such as U.S. Treasury bills) at least equal at all times to the market value of the securities lent. The borrower pays to the Pear Tree Fund an amount equal to any dividends or interest received on the securities lent. A Pear Tree Fund may invest the cash collateral received in interest-bearing, short-term securities or receive a fee from the borrower. Although voting rights, or rights to consent with respect to the loaned securities, pass to the borrower, the Pear Tree Fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by the Pear Tree Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Pear Tree Fund may also call such loans in order to sell the security involved.
In the past, some of the Pear Tree Funds participated in securities lending programs and lent securities as described above. Currently, however, none of the Pear Tree Funds is lending its securities or participates in a securities lending program.
Short Sales
Each Pear Tree Fund may sell securities “short against the box.” A short sale involves the Pear Tree Fund borrowing securities from a broker and selling the borrowed securities. The Pear Tree Fund has an obligation to return securities identical to the borrowed securities to the broker. In a short sale against the box, the Pear Tree Fund at all times own an equal amount of the security sold short or securities convertible into or exchangeable for, with or without payment of additional consideration, an equal amount of the security sold short. Each Pear Tree Fund intends to use such short sales against the box to hedge. For example, when a Pear Tree Fund believes that the price of a current portfolio security may decline, the Pear Tree Fund may use a short sale against the box to lock in a sale price for a security rather than selling the security immediately. In such a case, any future losses in the Pear Tree Fund’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position.
If a Pear Tree Fund effects such a short sale at a time when it has an unrealized gain on the security, it may be required to recognize that gain as if it had actually sold the security (a “constructive sale”) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Pear Tree Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale provided that certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Pear Tree Fund may make short sales against the box.
Special Situations
Each Pear Tree Fund may make carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities, and other similar vehicles (collectively, “special situations”) which could enhance a Pear Tree Fund’s capital appreciation potential. These investments are generally illiquid and the risks of investing in them vary. See “— Illiquid Securities,” below.
Illiquid Securities
Securities which do not trade on stock exchanges or in the over the counter market, or have restrictions on when and how they may be sold, are generally considered to be “illiquid.” An illiquid security is one that a Pear Tree Fund may have difficulty, or may even be legally precluded from, selling within a particular time. A Pear Tree Fund may invest in illiquid securities, including restricted securities and other investments that are not readily marketable. A Pear Tree Fund will not purchase any such security if the purchase would cause the Pear Tree Fund to hold more than 15 percent of its net assets, measured at the time of purchase, in illiquid securities. Repurchase agreements maturing in more than seven (7) days are considered illiquid for purposes of this restriction.
The principal risk of investing in illiquid securities is that the Pear Tree Fund may be unable to dispose of them at the time desired or at a reasonable price. In addition, in order to resell a restricted security, the Pear Tree Fund might have to bear the expense and incur the delays associated with registering the security with the SEC, and otherwise obtaining listing on a securities exchange or in the over the counter market.
(b)
Derivatives
Equity Swaps
Equity swap agreements are contracts between parties in which one party agrees to make payments to the other party based on the change in market value of a specified index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified index or asset. Although swap agreements entail the risk that a party will default on its payment obligations, each Pear Tree Fund will minimize this risk by entering into agreements only with counterparties that the Sub-Adviser to that Pear Tree Fund deems creditworthy. Swap agreements bear the risk that a Pear Tree Fund will not be able to meet its obligation to the counterparty. This risk will be mitigated by investing the portfolio in assets generating cash flows complimentary to the returns it is required to pay. To gain additional market exposure, each Pear Tree Fund may also invest in equity linked notes. These are instruments whose return is determined by the performance of a single equity security, a basket of equity securities, or an equity index. Equity linked notes entail illiquidity and default risk. Due to default risk, each Sub-Adviser uses similar analysis to the equity swap procedure in selecting appropriate counterparties.
Total Rate of Return Swaps
The Pear Tree Funds may contract with a counterparty to pay a stream of cash flows and receive the total return of an index or a security for purposes of attempting to obtain a particular desired return at a lower cost to the Pear Tree Funds than if they had invested directly in an instrument that yielded that desired return.
Interest Rate Swaps and Other Transactions
Each Pear Tree Fund may enter into interest rate swaps, on either an asset-based or liability-based basis, depending on whether it is hedging its assets or its liabilities. The Pear Tree Fund will usually enter into interest rate swaps on a net basis, that is, the two payment streams are netted out, with the Pear Tree Fund receiving or paying, as the case may be, only the net amount of the two payments. When a Pear Tree Fund engages in an interest rate swap, it exchanges its obligations to pay or rights to receive interest payments for the obligations or rights to receive interest payments of another party (i.e., an exchange of floating rate payments for fixed rate payments). The Pear Tree Fund expects to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio or to protect against any increase in the price of securities it anticipates purchasing at a later date.
The net amount of the excess, if any, of a Pear Tree Fund’s obligation over its entitlements with respect to each interest rate swap will be accrued on a daily basis and an amount of cash or liquid high-grade debt securities having an aggregate net asset value at least equal to the accrued excess will be maintained in a segregated account by the Pear Tree Funds’ Custodian. To the extent that the Pear Tree Fund enters into interest rate swaps on other than a net basis, the amount maintained in a segregated account will be the full amount of the Pear Tree Fund’s obligation, if any, with respect to such interest rate swaps, accrued on a daily basis. The Pear Tree Fund will not enter into any interest rate swaps unless the unsecured senior debt or the claims-paying ability of the other party thereto is rated in the highest rating category of at least one nationally recognized rating organization at the time of entering into such transaction.
If there is a default by the other party to such a transaction, the Pear Tree Funds will have contractual remedies pursuant to the agreement related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents using standardized swap documentation. As a result, the swap market has become relatively liquid. The use of interest rate swaps is a highly specialized activity that involves investment techniques and risk different from those associated with ordinary portfolio securities transactions. If the Sub-Adviser is incorrect in its forecast of market values, interest rates and other applicable factors, the investment performance of the Pear Tree Fund will diminish compared to what it would have been if this investment technique was not used. The Pear Tree Fund may only enter into interest rate swaps to hedge its portfolio. Interest rate swaps do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amounts of interest payments that the Pear Tree Fund is contractually obligated to make. If the other party to an interest rate swap defaults, the Pear Tree Fund’s risk of loss consists of the net
amount of interest payments that the Pear Tree Fund is contractually entitled to receive. Since interest rate swaps are individually negotiated, the Pear Tree Fund expects to achieve an acceptable degree of correlation between their right to receive interest on their portfolio securities and their right and obligation to receive and pay interest pursuant to interest rate swaps.
Forward Commitments
Each Pear Tree Fund may make contracts to purchase securities for a fixed price at a future date beyond customary settlement time (“forward commitments”), if the Pear Tree Fund holds, and maintains until the settlement date in a segregated account with the Pear Tree Funds’ custodian, cash or short-term debt obligations in an amount sufficient to meet the purchase price. These debt obligations will be marked to market on a daily basis and additional liquid assets will be added to such segregated accounts as required. Forward commitments may be considered securities in themselves. They involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Pear Tree Fund’s other assets. A Pear Tree Fund will generally enter into forward commitments for hedging purposes or with the intention of acquiring securities for its portfolio, the Pear Tree Fund may dispose of a commitment prior to settlement if the Pear Tree Fund’s Sub-Adviser deems it appropriate to do so. A Pear Tree Fund may realize short-term profits or losses upon the sale of forward commitments.
Warrants
Each Pear Tree Fund may invest in warrants purchased as units or attached to securities purchased by the Pear Tree Fund. Warrants provide a Pear Tree Fund with the right to purchase an equity security at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
Options
Exchange Traded Options.
Each Pear Tree Fund may write covered call options that are traded on national securities exchanges with respect to stocks in its portfolio (ensuring that the Pear Tree Fund at all times will have in its portfolios the securities which it may be obligated to deliver if the options are exercised). The “writer” of a call option gives to the purchaser of that option the right to buy the underlying security from the writer at the exercise price prior to the expiration date of the call. Call options are generally written for periods of less than six months. A Pear Tree Fund may write covered call options on securities in its portfolios in an attempt to realize a greater current return than would be realized on the securities alone or to provide greater flexibility in disposing of such securities. A Pear Tree Fund may also write call options to partially hedge a possible stock market decline. Covered call options generally would not be written by a Pear Tree Fund except at a time when it is believed that the price of the common stock on which the call is being written will not rise in the near future and the Pear Tree Fund does not desire to sell the common stock for tax or other reasons. The writer of a covered call option receives a premium for undertaking the obligation to sell the underlying security at a fixed price during the option period if the option is exercised. So long as a Pear Tree Fund remains obligated as a writer of covered calls, it foregoes the opportunity to profit from increases in the market prices of the underlying securities above the exercise prices of the options, except insofar as the premiums represent such profits, and retain the risk of loss should the value of the underlying securities decline. A Pear Tree Fund may also enter into “closing purchase transactions” in order to terminate its obligations as a writer of covered call options prior to the expiration of the options. Although limiting writing covered call options to those which are traded on national securities exchanges increases the likelihood of being able to make closing purchase transactions, there is no assurance that the Pear Tree Fund will be able to effect such transactions at any particular time or at an acceptable price. If the Pear Tree Fund was unable to enter into a closing purchase transaction, the principal risks to the Pear Tree Fund would be the loss of any capital appreciation of the underlying security in excess of the exercise price and the inability to sell the underlying security in a down market until the call option was terminated. The writing of covered call options could result in an increase in the portfolio turnover rate of the Pear Tree Fund, especially during periods when market prices of the underlying securities appreciate.
Writing Covered Call Options. The Pear Tree Funds are authorized to write (sell) covered call options on the securities in which they may invest and to enter into closing purchase transactions with respect to such options. Writing a call option obligates a Pear Tree Fund to sell or deliver the option’s underlying security, in return for the strike price, upon exercise of the option. By writing a call option, the Pear Tree Fund receives an option premium from the purchaser of the call option. Writing covered call options is generally a profitable strategy if prices remain the same or fall. Through receipt of the option premium, the Pear Tree Fund would seek to mitigate the effects of a price decline. By writing covered call options, however, the Pear Tree Fund gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security above the option exercise price. In addition, a Pear Tree Fund’s ability to sell the underlying security will be limited while the option is in effect unless the Pear Tree Fund effects a closing purchase transaction.
Writing Covered Put Options. The Pear Tree Funds are authorized to write (sell) covered put options on their portfolio securities and to enter into closing transactions with respect to such options. When a Pear Tree Fund writes a put option, it takes the opposite side of the transaction from the option’s purchaser. In return for receipt of the premium, the Pear Tree Fund assumes the obligation to pay the strike price for the option’s underlying instrument if the other party to the option chooses to exercise it. The Pear Tree Fund may seek to terminate its position in a put option it writes before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for an option the Pear Tree Fund has written, however, the Pear Tree Fund must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes, and must continue to set aside assets to cover its position. The Pear Tree Funds may write put options as an alternative to purchasing actual securities. If security prices rise, a Pear Tree Fund would expect to profit from a written put option, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the Pear Tree Fund will also profit, because it should be able to close out the option at a lower price. If security prices fall, the Pear Tree Fund would expect to suffer a loss. This loss should be less than the loss the Pear Tree Fund would have experienced from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline.
Purchasing Put Options. The Pear Tree Funds are authorized to purchase put options to hedge against a decline in the market value of their portfolio securities. By buying a put option a Pear Tree Fund has the right (but not the obligation) to sell the underlying security at the exercise price, thus limiting the Pear Tree Funds’ risk of loss through a decline in the market value of the security until the put option expires. The amount of any appreciation in the value of the underlying security will be partially offset by the amount of the premium paid by the Pear Tree Fund for the put option and any related transaction costs. Prior to its expiration, a put option may be sold in a closing sale transaction and profit or loss from the sale will depend on whether the amount received is more or less than the premium paid for the put option plus the related transaction costs. A closing sale transaction cancels out the Pear Tree Fund’s position as the purchaser of an option by means of an offsetting sale of an identical option prior to the expiration of the option it has purchased. The Pear Tree Funds will not purchase put options on securities (including stock index options) if as a result of such purchase, the aggregate cost of all outstanding options on securities held by a Pear Tree Fund would exceed 5% of the market value of its total assets.
Purchasing Call Options. The Pear Tree Funds are also authorized to purchase call options. The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option’s strike price (call options on futures contracts are settled by purchasing the underlying futures contract). A Pear Tree Fund will purchase call options only in connection with “closing purchase transactions.” The Pear Tree Funds will not purchase call options on securities (including stock index options) if as a result of such purchase the aggregate cost of all outstanding options on securities held by a Pear Tree Fund would exceed 5% of the market value of its total assets.
Interest Rate and Financial Futures Options. The Pear Tree Funds may invest in interest rate futures contracts, foreign currency futures contracts, and options thereon that are traded on a U.S. or foreign exchange or board of trade. An interest rate, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of financial instruments (such as GNMA certificates or Treasury bonds) or foreign currency or the cash value of an index at a specified price at a future date. A futures contract on an index is an agreement between two parties (buyer and seller) to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. In the case of futures contracts traded on U.S. exchanges, the exchange itself or an affiliated clearing corporation assumes the opposite side of each transaction (i.e., as buyer or seller). A futures contract may be satisfied or
closed out by delivery or purchase, as the case may be, of the financial instrument or by payment of the change in the cash value of the index. Frequently, using futures to effect a particular strategy instead of using the underlying or related security or index will result in lower transaction costs being incurred. Although the value of an index may be a function of the value of certain specified securities, no physical delivery of these securities is made. A public market exists in futures contracts covering interest rates, several indexes and a number of financial instruments and foreign currencies.
Each Pear Tree Fund may also purchase and write call and put options on futures contracts. Options on futures contracts possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (in the case of a call) or short position (in the case of a put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. An option on a futures contract may be closed out (before exercise or expiration) by an offsetting purchase or sale of an option on a futures contract of the same series.
A Pear Tree Fund will only enter into futures contracts and options on futures contracts which are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system. A Pear Tree Fund will enter into a futures contract only if the contract is “covered” or if the Pear Tree Funds at all times maintains with the Custodian liquid assets equal to or greater than the fluctuating value of the contract (less any margin or deposit). A Pear Tree Fund will write a call or put option on a futures contract only if the option is “covered.”
Restrictions on the Use of Futures Transactions. The purchase or sale of a futures contract differs from the purchase or sale of a security in that no price or premium is paid or received. Instead, an amount of cash or securities acceptable to the broker and the relevant contract market, which varies, but is generally about 5 percent of the contract amount, must be deposited with the broker. This amount is known as “initial margin” and represents a “good faith” deposit assuring the performance of both the purchaser and seller under the futures contract. Subsequent payments to and from the broker, called “variation margin,” are required to be made on a daily basis as the price of the futures contract fluctuates making the long and short positions in the futures contracts more or less valuable, a process known as “marking to market.” At any time prior to the settlement date of the futures contract, the position may be closed out by taking an opposite position which will operate to terminate the position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid to or released by the broker and the purchaser realizes a loss or gain. In addition, a nominal commission is paid on each completed sale transaction.
Restrictions on OTC Options. Each Pear Tree Fund may engage in "over-the-counter" (OTC) options (including OTC foreign security and currency options and options on foreign security and currency futures if permitted by its investment mandate), only with member banks of the Federal Reserve System and primary dealers in U.S. Government securities or with affiliates of such banks or dealers which have capital of at least $50 million or whose obligations are guaranteed by an entity having capital of at least $50 million. The Pear Tree Fund will acquire only those OTC options for which the Sub-Adviser believes the Pear Tree Fund can receive on each business day at least two independent bids or offers (one of which will be from an entity other than a party to the option). The staff of the SEC has taken the position that purchased OTC options and the assets used as cover for written OTC options are illiquid securities. Therefore, the Pear Tree Funds have adopted an operating policy pursuant to which they will not purchase or sell OTC options (including OTC options on futures contracts) if, as a result of such transaction, the sum of: (a) the market value of outstanding OTC options held by a Pear Tree Fund; (b) the market value of the underlying securities covered by outstanding OTC call options sold by a Pear Tree Fund; (c) margin deposits on a Pear Tree Fund’s existing OTC options on futures contracts; and (d) the market value of all other assets of a Pear Tree Fund that are illiquid or are not otherwise readily marketable, would exceed 15 percent of its net assets, taken at market value. However, if an OTC option is sold by a Pear Tree Fund to a primary U.S. Government securities dealer recognized by the Federal Reserve Bank of New York and a Pear Tree Fund has the unconditional contractual right to repurchase such OTC option from the dealer at a predetermined price, then the Pear Tree Fund will treat as illiquid such amount of the underlying securities as is equal to the repurchase price less the amount by which the option is “in-the-money” (current market value of the underlying security minus the option’s strike price). The repurchase price with primary dealers is typically a formula price which is generally based on a multiple of the premium received for the option plus the amount by which the option is “in-the-money.”
Risk Factors in Options, Futures and Forward Transactions. The use of options and futures involves the risk of imperfect correlation in movements in the price of options and futures and movements in the price of securities which are the subject of the hedge. If the price of the options or futures moves more or less than the price of hedged securities, a Pear Tree Fund will experience a gain or loss which will not be completely offset by movements in the price of the subject of the hedge. The successful use of options and futures also depends on the Sub-Adviser’s ability to correctly predict price movements in the market involved in a particular options or futures transaction. To compensate for imperfect correlations, a Pear Tree Fund may purchase or sell stock index options or futures contracts in a greater dollar amount than the hedged securities if the volatility of the hedged securities is historically greater than the volatility of the stock index options or futures contracts. Conversely, a Pear Tree Fund may purchase or sell fewer stock index options or futures contracts, if the historical price volatility of the hedged securities is less than that of the stock index options or futures contracts. The risk of imperfect correlation generally tends to diminish as the maturity date of the stock index option or futures contract approaches. Options are also subject to the risks of an illiquid secondary market, particularly in strategies involving writing options, which a Pear Tree Fund cannot terminate by exercise. In general, options whose strike prices are close to their underlying instruments’ current value will have the highest trading volume, while options whose strike prices are further away may be less liquid.
Each Pear Tree Fund may contract to purchase securities for a fixed price at a future date beyond customary settlement time. When effecting such transactions, cash or marketable securities held by a Pear Tree Fund of a dollar amount sufficient to make payment for the portfolio securities to be purchased will be segregated by the Custodian on the Pear Tree Funds’ records at the trade date and maintained until the transaction is settled. The failure of the other party to the transaction to complete the transaction may cause a Pear Tree Fund to miss an advantageous price or yield. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, or if the other party fails to complete the transaction.
The Pear Tree Funds intend to enter into options and futures transactions, on an exchange or in the OTC market, only if there appears to be a liquid secondary market for such options or futures or, in the case of OTC transactions, the Sub-Adviser believes the Pear Tree Fund can receive on each business day at least two independent bids or offers. However, there can be no assurance that a liquid secondary market will exist at any specific time. Thus, it may not be possible to close an options or futures position. The inability to close options and futures positions also could have an adverse impact on a Pear Tree Fund’s ability to effectively hedge its portfolio. There is also the risk of loss by a Pear Tree Fund of margin deposits or collateral in the event of bankruptcy of a broker with whom a Pear Tree Fund has an open position in an option, a futures contract or related option.
To the extent that the Pear Tree Fund uses futures, options or forward instruments to gain direct exposure to a security or market, the use of such instruments could expose the Pear Tree Fund to the effects of leverage, which could increase the Pear Tree Fund’s exposure to the market and magnify potential losses. The exchanges on which options on portfolio securities are traded have generally established limitations governing the maximum number of call or put options on the same underlying security (whether or not covered) which may be written by a single investor, whether acting alone or in concert with others (regardless of whether such options are written on the same or different exchanges or are held or written in one or more accounts or through one or more brokers). “Trading limits” are imposed on the maximum number of contracts which any person may trade on a particular trading day.
Certain Regulatory Aspects of Use of Futures and Options on Futures. Pear Tree Funds are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended (“CEA”), and, therefore, is not subject to registration or regulation as a pool operator under the CEA.
Valuation of Derivatives. For purposes of determining compliance with restrictions applicable to investments in derivatives that are based upon a percentage of a Pear Tree Fund’s assets, including for purposes of determining compliance with the requirement to invest at least 80 percent of the Pear Tree Fund’s assets in a specific type of security, as disclosed in the description of the principal investment strategy of the Pear Tree Fund in the Prospectus, each Pear Tree Fund values derivatives using fair value rather than notional value.
(c)
Foreign Securities, Instruments, Currencies and Transactions and Specific Risks
Participatory Notes
Each of Emerging Markets Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund may invest in participatory notes. Participatory notes are offshore derivative instruments issued to foreign investors against underlying Indian securities which are not registered with the Securities and Exchange Board of India. The risks of investing in participatory notes are similar to those risks of investing in foreign securities in general. See “Principal Investment Risks” for each Fund in the Prospectus for a discussion of the risks of investing in foreign securities. Participatory notes function similarly to depositary receipts except that brokers, not U.S. banks, are depositories for Indian-based securities on behalf of foreign investors. Brokers buy Indian-based securities and then issue participatory notes to foreign investors. Any dividends or capital gains collected from the underlying securities are remitted to the foreign investors. However, unlike depositary receipts, participatory notes are subject to credit risk based on the uncertainty of the counterparty’s (i.e., the broker’s) ability to meet its obligations.
Opals
Each of Emerging Markets Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund may each invest in optimized portfolio as listed securities (“OPALS”). OPALS represent an interest in a basket of securities of companies primarily located in a specific country generally designed to track an index for that country. Investments in OPALS are subject to the same risks inherent in directly investing in foreign securities and also have the risk that they will not track the underlying index. See “Principal Investment Risks-Foreign Securities” in the Prospectus. In addition, because the OPALS are not registered under applicable securities laws, they may only be sold to certain classes of investors, and it may be more difficult for the Pear Tree Fund to sell OPALS than other types of securities. However, the OPALS may generally be exchanged with the issuer for the underlying securities, which may be more readily tradable.
Depository Receipts
Each Pear Tree Fund may invest in American Depository Receipts (“American Depositary Receipts, or ADRs,”), European Depository Receipts (“EDRs”) and Global Depository Receipts (“GDRs”). American Depositary Receipts, or ADRs, EDRs and GDRs (collectively, “Depository Receipts”) are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. American Depositary Receipts, or ADRs, are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, American Depositary Receipts, or ADRs, continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and economic risks of the underlying issuer’s country. Depository Receipts may be sponsored or unsponsored. Unsponsored Depository Receipts are established without the participation of the issuer. Unsponsored Depository Receipts differ from Depository Receipts sponsored by an issuer in that they may involve higher expenses, they may not pass-through voting or other shareholder rights, and they may be less liquid.
Foreign Currency Transactions
A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades.
Since investments in foreign companies will usually involve currencies of foreign countries, and since each of Emerging Markets Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund may temporarily hold funds in bank deposits in foreign currencies during the completion of investment programs, the value of the assets of these Pear Tree Funds as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Pear Tree Funds may incur costs in connection with conversions between various currencies. Each of Emerging Markets Fund, Foreign Value Fund, Foreign
Value Small Cap Fund, and International Opportunities Fund will conduct foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward contracts to purchase or sell foreign currencies. Each of Emerging Markets Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund will generally not enter into a forward contract with a term of greater than one year. the Pear Tree Funds’ Custodian (as defined below) will place cash or liquid securities into a segregated account of the series in an amount equal to the value of the Pear Tree Funds’ total assets committed to the consummation of forward foreign currency exchange contracts. If the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Pear Tree Funds’ commitments with respect to such contracts.
Each of Emerging Markets Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund will generally enter into forward foreign currency exchange contracts under two circumstances. First, when a Pear Tree Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transactions, the Pear Tree Fund will seek to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.
Second, when a Pear Tree Fund’s Sub-Adviser believes that the currency of a particular foreign country may experience an adverse movement against the U.S. dollar, it may enter into a forward contract to sell an amount of the foreign currency approximating the value of some or all of the Pear Tree Fund’s portfolio securities denominated in such foreign currency. Alternatively, where appropriate, a Pear Tree Fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies where certain of such currencies act as an effective proxy for other currencies. In such a case, the Pear Tree Fund may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the Pear Tree Fund. The precise matching of the forward contract amounts, and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under certain circumstances, the Pear Tree Fund may commit a substantial portion, or up to 75 percent of the value of its assets, to the consummation of these contracts. The Pear Tree Fund’s Sub-Adviser will consider the effect a substantial commitment of its assets to forward contracts would have on the investment program of the Pear Tree Fund and the flexibility of the Pear Tree Fund to purchase additional securities. Other than as set forth above, the Pear Tree Fund will not enter into such forward contracts or maintain a net exposure to such contracts where the consummation of the contracts would obligate the Pear Tree Fund to deliver an amount of foreign currency in excess of the value of the Pear Tree Fund’s portfolio securities or other assets denominated in that currency. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, the Pear Tree Fund’s Sub-Adviser believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the Pear Tree Fund will be served.
At the maturity of a forward contract, the Pear Tree Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract obligating it to purchase, on the same maturity date, the same amount of the foreign currency.
As indicated above, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of the forward contract. Accordingly, it may be necessary for a Pear Tree Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Pear Tree Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Pear Tree Fund is obligated to deliver.
If a Pear Tree Fund retains the portfolio security and engages in an offsetting transaction, the Pear Tree Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the Pear Tree
Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the Pear Tree Fund’s entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Pear Tree Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Pear Tree Fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.
A Pear Tree Fund is not required to enter into forward contracts with regard to their foreign currency-denominated securities and will not do so unless deemed appropriate by the relevant Pear Tree Fund’s Sub-Adviser. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain that might result from an increase in the value of that currency.
Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (YCDs)
ECDs are U.S. dollar denominated certificates of deposit issued by foreign branches of domestic banks. ETDs are U.S. dollar denominated deposits in foreign banks or foreign branches of U.S. banks. YCDs are U.S. dollar denominated certificates of deposit issued by U.S. branches of foreign banks. Different risks than those associated with the obligations of domestic banks may exist for ECDs, ETDs and YCDs because the banks issuing these instruments, or their domestic or foreign branches, are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as loan limitations, examinations and reserve, accounting, auditing, recordkeeping and public reporting requirements.
Events Causing Significant Market Volatility
Events in certain sectors historically have resulted, and may in the future result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included the following: bankruptcies, corporate restructurings, and other similar events; governmental efforts to limit short selling and high frequency trading; measures to address U.S. federal and state budget deficits; social, political, and economic instability in Europe; economic stimulus by the Japanese central bank; dramatic changes in energy prices and currency exchange rates; and China’s economic slowdown. Interconnected global economies and financial markets increase the possibility that conditions in one country or region might adversely impact issuers in a different country or region. Both domestic and foreign equity markets have experienced increased volatility and turmoil, with issuers that have exposure to the real estate, mortgage, and credit markets particularly affected. Banks and financial services companies could suffer losses if interest rates rise or economic conditions deteriorate.
In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. Actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, such as interventions in currency markets, could cause high volatility in the equity and fixed-income markets. Reduced liquidity may result in less money being available to purchase raw materials, goods, and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in emerging-market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their securities prices.
In addition, while interest rates have been unusually low in recent years in the U.S. and abroad, any decision by the Federal Reserve to adjust the target Fed-funds rate, among other factors, could cause markets to experience continuing high volatility. A significant increase in interest rates may cause a decline in the market for equity securities. Also, regulators have expressed concern that rate increases may contribute to price volatility. These events and the possible resulting market volatility may have an adverse effect on a fund.
Political turmoil within the U.S. and abroad may also impact a fund. Although the U.S. government has honored its credit obligations, it remains possible that the U.S. could default on its obligations. While it is impossible to predict the consequences of such an unprecedented event, it is likely that a default by the U.S. would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of a fund’s investments. Similarly, political events within the U.S. at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. The U.S. is also considering significant new investments in
infrastructure and national defense which, coupled with lower federal taxes, could lead to increased government borrowing and higher interest rates. While these proposed policies are going through the political process, the equity and debt markets may react strongly to expectations, which could increase volatility, especially if the market’s expectations for changes in government policies are not borne out. The U.S. is also renegotiating many of its global trade relationships and has imposed or threatened to impose significant import tariffs. These actions could lead to price volatility and overall declines in U.S. and global investment markets.
Uncertainties surrounding the sovereign debt of a number of EU countries and the viability of the EU have disrupted and may in the future disrupt markets in the U.S. and around the world. If one or more countries leave the EU or the EU dissolves, the world’s securities markets likely will be significantly disrupted. On January 31, 2020, the UK left the EU, commonly referred to as “Brexit,” and there commenced a transition period during which the EU and UK will negotiate and agree on the nature of their future relationship. There is significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict. This uncertainty may affect other countries in the EU and elsewhere, and may cause volatility within the EU, triggering prolonged economic downturns in certain countries within the EU. In addition, Brexit may create additional and substantial economic stresses for the UK, including a contraction of the UK economy and price volatility in UK stocks, decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and declines in business and consumer spending as well as foreign direct investment. Brexit may also adversely affect UK-based financial firms that have counterparties in the EU or participate in market infrastructure (trading venues, clearing houses, settlement facilities) based in the EU. These events and the resulting market volatility may have an adverse effect on the performance of a Pear Tree Fund.
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this coronavirus may be short term or may last for an extended period of time and result in a substantial economic downturn. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in the future, could negatively affect the worldwide economy, as well as the economies of individual countries, individual companies and the market in general in significant and unforeseen ways. Any such impact could adversely affect a Pear Tree Fund’s performance, the performance of the securities in which a Pear Tree Fund invests and may lead to losses on your investment in a Pear Tree Fund. Political and military events, including in North Korea, Venezuela, Iran, Syria, and other areas of the Middle East, and nationalist unrest in Europe and South America, also may cause market disruptions.
In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation. Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country’s economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.
(d)
Defensive Strategies & Liquidity
At times, a Sub-Adviser may judge that market conditions make pursuing the Pear Tree Fund’s investment strategies inconsistent with the best interests of its shareholders. The Pear Tree Fund’s Sub-Adviser may then temporarily use defensive strategies that are mainly designed to limit the Pear Tree Fund’s losses. Although the Pear Tree Fund’s Sub-Adviser has the flexibility to use these strategies, it may choose not to for a variety of reasons, even in very volatile market conditions. These strategies may cause the Pear Tree Fund to miss out on investment opportunities and may prevent the Pear Tree Fund from achieving its goal.
Each Pear Tree Fund may invest in cash, cash equivalents, and short-term debt obligations for defensive purposes, as well as for liquidity purposes (e.g., for redemption of shares, to pay expenses or pending other investments). Short-term debt obligations may include obligations of the U.S. government and (in the case of Emerging Markets Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund securities of foreign governments). Short-term debt obligations may also include certificates of deposit and bankers’ acceptances issued by U.S. banks (and, in the case of Emerging Markets Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund foreign banks) having deposits in excess of $2 billion, commercial paper, short-term corporate bonds, debentures and notes and repurchase agreements, all with one year or less to maturity. Investments in commercial paper are limited to obligations (i) rated Prime-1 by Moody’s Investors Service, Inc. (“Moody’s”) or A-1 by S&P, or in
the case of any instrument that is not rated, of comparable quality as determined by the Manager or the Pear Tree Fund’s Sub-Adviser, or (ii) issued by companies having an outstanding debt issue currently rated Aaa or Aa by Moody’s or AAA or AA by S&P. Investments in other corporate obligations are limited to those having maturity of one year or less and rated Aaa or Aa by Moody’s or AAA or AA by S&P. The value of fixed-income securities may fluctuate inversely in relation to the direction of interest rate changes.
(e)
Portfolio Turnover
A change in securities held by a Pear Tree Fund is known as “portfolio turnover” and almost always involves the payment by the Pear Tree Fund of brokerage commissions or dealer markups and other transaction costs on the sale of securities as well as on the reinvestment of the proceeds in other securities. High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Pear Tree Fund and may affect taxes paid by shareholders to the extent taxable gains are distributed. Portfolio turnover is not a limiting factor with respect to investment decisions by any Pear Tree Fund.
Except as noted, the portfolio turnover rates for the Pear Tree Funds’ two most recently ended fiscal years were as follows:
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Fiscal Years Ended March 31,
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2020
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2019
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Pear Tree Polaris Small Cap Fund
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28%
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24%
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Pear Tree Quality Fund
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35%
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57%
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Pear Tree Axiom Emerging Markets World Equity Fund*
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104%
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172%
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Pear Tree Polaris Foreign Value Fund
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28%
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12%
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Pear Tree Polaris Foreign Value Small Cap Fund
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33%
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52%
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Pear Tree Polaris International Opportunities Fund**
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142%
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22%
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*
Prior to December 8, 2018, Emerging Markets Fund had a different investment sub-adviser and pursued different principal investment strategies.
**
Prior to November 15, 2019, International Opportunities Fund had a different investment sub-adviser and pursued different principal investment strategies.
(f)
Description of Benchmark Indices.
The following are descriptions of indices against which each Pear Tree Fund measures their performance.
Small Cap Fund measures its performance against the Russell 2000® Index. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000® Index representing approximately 10 percent of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set. Russell 2000 Index and Russell 3000 Index are registered trademarks of FTSE Russell.
Quality Fund measures its performance against the S&P 500 Index®. The S&P 500 includes 500 leading companies in leading industries of the U.S. economy. Although the S&P 500 focuses on the large cap segment of the market, with approximately 75 percent coverage of U.S. equities, it is serves as a proxy for the total market. The S&P 500 is part of a series of S&P U.S. indices that have been used as building blocks for portfolio construction. S&P 500 is maintained by the S&P Index Committee, a team of Standard & Poor’s economists and index analysts, who meet on a regular basis. The Index Committee also monitors constituent liquidity to ensure efficient portfolio trading while keeping index turnover to a minimum. S&P 500 Index is a registered trademark of Standard & Poor's Financial Services LLC or its subsidiaries.
Emerging Markets Fund measures its performance against the MSCI Emerging Markets Index®. The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of June 1, 2020, the countries represented in the MSCI Emerging Markets Index were Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, the Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.
Foreign Value Fund measures its performance against the MSCI EAFE® Index. The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. As of June 1, 2020, the countries represented in the MSCI EAFE Index were Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom*.
Foreign Value Small Cap Fund measures its performance against the MSCI ACWI® ex USA Small Cap Index, which captures small-cap representation across 22 developed markets and 23 emerging market countries, and covers approximately 14 percent of the global equity opportunity set outside of the U.S. As of June 1, 2020, countries with developed markets represented in the MSCI ACWI ex USA Small Cap were Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the U.K., and countries with emerging markets represented were Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates.
Since November 15, 2019, International Opportunities Fund measures its performance against the MSCI ACWI® ex USA Index, which captures large- and mid-cap representation across 22 of the 23 developed markets (i.e., it does not include the U.S.) and 26 emerging markets countries. The index purposes to cover approximately 85 percent of the global equity opportunity set outside of the U.S. As of June 1, 2020, countries with developed markets represented in the MSCI ACWI ex USA Index were Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the U.K., and countries with emerging markets represented were Argentina, Brazil, Chile, China, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates. Prior to November 15, 2019, International Opportunities Fund measured its performance against the MSCI ACWI® ex USA Small Cap, which captures small-cap representation across 22 developed markets and 23 emerging market countries, and purports covers approximately 14 percent of the global equity opportunity set outside of the U.S.
MSCI Emerging Markets Index, MSCI EAFE Index, and MSCI ACWI are registered trademarks or service marks of MSCI Inc. or its subsidiaries.
(g)
Diversification Policy
The 1940 Act requires each “management company,” such as any of the Pear Tree Funds, be classified as a “diversified company” or a “non-diversified company.” A “diversified company” is a management company that meets the following requirements: At least 75 percent of the value of its total assets is represented by (a) cash and cash items (including receivables), (b) government securities, (c) securities of other investment companies, and (d) other securities that are limited in respect of any one issuer to an amount (i) not greater in value than 5 percent of the value of the total assets of such management company and (ii) not more than 10 percent of the outstanding voting securities of such issuer. A “non-diversified company” is any management company other than a diversified company.
Emerging Markets Fund is classified as a diversified company. Each of the other Pear Tree Funds is a non-diversified company. If a Pear Tree Fund that is a diversified company sought to change its classification to a non-diversified company, the 1940 Act requires that that Pear Tree Fund’s shareholders approve such reclassification.
INVESTMENT RESTRICTIONS OF THE PEAR TREE FUNDS
Fundamental Investment Restrictions.
Each Pear Tree Fund has adopted certain fundamental investment restrictions, as listed below, which may not be changed without the affirmative vote of the holders of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Pear Tree Fund. For this purpose, a majority of the outstanding shares of the Pear Tree Fund means the vote of the lesser of:
67 percent or more of the shares represented at a meeting, if the holders of more than 50 percent of the outstanding shares are present in person or by proxy, or
More than 50 percent of the outstanding shares of the Pear Tree Fund.
Pear Tree Quality Fund and Pear Tree Polaris Foreign Value Small Cap Fund
Each of Quality Fund and Foreign Value Small Cap Fund may not:
Issue senior securities, except to the extent permitted by applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
Borrow money, except on a temporary basis and except to the extent permitted by applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
Invest in real estate except (a) that the Fund may invest in securities of issuers that invest in real estate or interests therein, securities that are secured by real estate or interests therein, securities of real estate investment trusts, mortgage-backed securities and other securities that represent a similar indirect interest in real estate; and (b) the Fund may acquire real estate or interests therein through exercising rights or remedies with regard to an instrument or security;
Act as an underwriter, except insofar as the Fund technically may be deemed to be an underwriter in connection with the purchase or sale of its portfolio securities;
Make loans, except that the Fund may (i) lend portfolio securities in accordance with the Fund’s investment policies, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, (iv) participate in a credit facility whereby the Fund may directly lend to and borrow money from other affiliated Funds to the extent permitted under the 1940 Act or an exemption therefrom, and (v) make loans in any other manner consistent with applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
Concentrate its investments in securities of companies in any particular industry; or
Invest in commodities or commodity contracts, except that the Fund may invest in currency instruments and currency contracts and financial instruments and financial contracts that might be deemed to be commodities and commodity contracts in accordance with applicable law.
Pear Tree Polaris Small Cap Fund and Pear Tree Polaris Foreign Value Fund
Small Cap Fund and Foreign Value Fund may not:
Purchase any security if as a result a Fund would then hold more than 10 percent of any class of securities of an issuer (taking all common stock issues of an issuer as a single class, all preferred stock issues as a single class, and all debt issues as a single class) or more than 10 percent of the outstanding voting securities of an issuer;
Purchase any security if as a result any Fund would then have more than 10 percent of the value of its net assets (taken at current value) invested in any of the following types of investment vehicles: in securities of companies (including predecessors) less than three years old, in securities which are not readily marketable, in securities which are subject to legal or contractual restrictions on resale (“restricted securities”) and in repurchase agreements which have a maturity longer than seven (7) days, provided, however, that no Fund may invest more than 15 percent of its assets in illiquid securities;
Make short sales of securities or maintain a short position unless at all times when a short position is open the particular Fund owns an equal amount of such securities or securities convertible into, or exchangeable without payment of any further consideration for, securities of the same issue as, and equal in amount to, the securities sold short, and unless not more than 10 percent of the Fund’s net assets (taken at current value) is held as collateral for such sales at any one time. Such sales of securities subject to outstanding options would not be made. A Fund may maintain short positions in a stock index by selling futures contracts on that index;
Issue senior securities, borrow money or pledge its assets except that a Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10 percent (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and pledge its assets to secure such borrowings. A Fund will not purchase any additional portfolio securities so long as its borrowings amount to more than 5 percent of its total assets;
Purchase or retain securities of any company if, to the knowledge of the Funds, officers and Trustees of the Funds or of the Manager or of the Sub-Adviser of the particular Funds who individually own more than ½ of 1 percent of the securities of that company together own beneficially more than 5 percent of such securities;
Buy or sell real estate or interests in real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
Act as underwriter except to the extent that, in connection with the disposition of Fund securities, it may be deemed to be an underwriter under certain provisions of the federal securities laws;
Make investments for the purpose of exercising control or management;
Participate on a joint or joint and several basis in any trading account in securities;
Write, purchase, or sell puts, calls or combinations thereof, except that the Fund may (i) write covered call options with respect to all of its portfolio securities; (ii) purchase put options and call options on widely recognized securities indices, common stock of individual companies or baskets of individual companies in a particular industry or sector; (iii) purchase and write call options on stock index futures and on stock indices; (iv) sell and purchase such options to terminate existing positions;
Invest in interests in oil, gas or other mineral exploration or development programs, although it may invest in the common stocks of companies that invest in or sponsor such programs;
Make loans, except (i) through the purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness of a type commonly sold privately to financial institutions, (ii) through repurchase agreements and loans of portfolio securities (limited to 30 percent of the value of a Fund’s total assets). The purchase of a portion of an issue of such securities distributed publicly, whether or not such purchase is made on the original issuance, is not considered the making of a loan;
Invest more than 25 percent of the value of its total assets in any one industry; or
Invest in commodities or commodity contracts or in puts, calls, or combinations of both, except interest rate futures contracts, options on securities, securities indices, currency and other financial instruments, futures contracts on securities, securities indices, currency and other financial instruments and options on such futures contracts, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants and repurchase agreements entered into in accordance with the fund’s investment policies.
Pear Tree Axiom Emerging Markets World Equity Fund
Emerging Markets Fund may not:
Make short sales of securities or maintain a short position unless at all times when a short position is open the particular Fund owns an equal amount of such securities or securities convertible into, or exchangeable without payment of any further consideration for, securities of the same issue as, and equal in amount to, the securities sold short, and unless not more than 10 percent of the Fund’s net assets (taken at current value) is held as collateral for such sales at any one time. Such sales of securities subject to outstanding options would not be made. A Fund may maintain short positions in a stock index by selling futures contracts on that index;
Issue senior securities, borrow money or pledge its assets except that a Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10 percent (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and pledge its assets to secure such borrowings. A Fund will not purchase any additional portfolio securities so long as its borrowings amount to more than 5 percent of its total assets;
Purchase or retain securities of any company if, to the knowledge of the Funds, officers and Trustees of the Funds or of the Manager or of the Sub-Adviser of the particular Funds who individually own more than ½ of 1 percent of the securities of that company together own beneficially more than 5 percent of such securities;
Buy or sell real estate or interests in real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
Act as underwriter except to the extent that, in connection with the disposition of Fund securities, it may be deemed to be an underwriter under certain provisions of the federal securities laws;
Make investments for the purpose of exercising control or management;
Participate on a joint or joint and several basis in any trading account in securities;
Write, purchase, or sell puts, calls or combinations thereof, except that the Fund may (i) write covered call options with respect to all of its portfolio securities; (ii) purchase put options and call options on widely recognized securities indices, common stock of individual companies or baskets of individual companies in a particular industry or sector; (iii) purchase and write call options on stock index futures and on stock indices; (iv) sell and purchase such options to terminate existing positions;
Invest in interests in oil, gas or other mineral exploration or development programs, although it may invest in the common stocks of companies that invest in or sponsor such programs;
Make loans, except (i) through the purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness of a type commonly sold privately to financial institutions, (ii) through repurchase agreements and loans of portfolio securities (limited to 30% of the value of a Fund’s total assets). The purchase of a portion of an issue of such securities distributed publicly, whether or not such purchase is made on the original issuance, is not considered the making of a loan;
Invest more than 25 percent of the value of its total assets in any one industry; or
Invest in commodities or commodity contracts or in puts, calls, or combinations of both, except interest rate futures contracts, options on securities, securities indices, currency and other financial instruments, futures contracts on securities, securities indices, currency and other financial instruments and options on such futures contracts, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants and repurchase agreements entered into in accordance with the fund’s investment policies.
Pear Tree Polaris International Opportunities Fund
International Opportunities Fund may not:
Issue senior securities, except to the extent permitted by applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
Borrow money, except on a temporary basis and except to the extent permitted by applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
Invest in real estate except (a) that International Opportunities Fund may invest in securities of issuers that invest in real estate or interests therein, securities that are secured by real estate or interests therein, securities of real estate investment trusts, mortgage-backed securities and other securities that represent a similar indirect interest in real estate; and (b) International Opportunities Fund may acquire real estate or interests therein through exercising rights or remedies with regard to an instrument or security;
Act as an underwriter, except insofar as International Opportunities Fund technically may be deemed to be an underwriter in connection with the purchase or sale of its portfolio securities;
Make loans, except that International Opportunities Fund may (i) lend portfolio securities in accordance with the Fund’s investment policies, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, (iv) participate in a credit facility whereby International Opportunities Fund may directly lend to and borrow money from other affiliated Funds to the extent permitted under the 1940 Act or an exemption therefrom, and (v) make loans in any other manner consistent with applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction;
Concentrate its investments in securities of companies in any particular industry; or
Invest in commodities or commodity contracts, except that International Opportunities Fund may invest in currency instruments and currency contracts and financial instruments and financial contracts that might be deemed to be commodities and commodity contracts in accordance with applicable law.
The following statements are not part of the investment restriction.
In the opinion of the SEC, investments are concentrated in a particular industry if such investments aggregate more than 25 percent of the fund’s total assets. When identifying industries for purposes of its concentration policy, the Fund will rely upon available industry classifications. The Pear Tree Funds’ policy on concentration does not apply to investments in U.S. government securities.
All percentage limitations on investments, except the percentage limitations with respect to borrowing in fundamental policy 4 above applicable to Small Cap Fund, Emerging Markets Fund, Foreign Value Fund, and International Opportunities Fund will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment.
For purposes of fundamental policy 4 above applicable to Small Cap Fund, Emerging Markets Fund, Foreign Value Fund, and International Opportunities Fund collateral arrangements with respect to the writing of covered call options and options on index futures and collateral arrangements with respect to margin for a stock index future are not deemed to be a pledge of assets and neither such arrangements nor the purchase or sale of stock index futures or the purchase of related options are deemed to be the issuance of a senior security.
“Invest,” as used in the investment restrictions above, means to purchase or otherwise acquire a financial instrument, or to sell or otherwise dispose of a financial instrument.
TRUSTEES AND OFFICERS OF THE TRUST; FUND GOVERNANCE
The tables below identify the current Trustees and officers of the Trust, their ages, their present positions with the Trust, terms of office with the Trust and length of time served, principal occupations over at least the last five years and other directorships/trusteeships held. Each Trustee and officer holds office for an indefinite term until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The mailing address of each of the Trustees and Officers of the Trust is 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
Trustees who are not Interested Persons of the Trust
The following individuals are Trustees of the Trust (each, a “Trustee”), but not “interested persons” of the Trust, as that term is defined in the 1940 Act.
NAME AND AGE
|
|
|
POSITION
HELD
WITH
TRUST
|
|
|
TERM OF
OFFICE/
LENGTH OF
TIME
SERVED
|
|
|
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE
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); 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
|
|
Trustees and Officers who are Interested Persons of the Trust
The following individuals are Trustees or officers of the Trust who are “interested persons” of the Trust, as that term is defined in the 1940 Act.
NAME AND AGE
|
|
|
POSITION
HELD
WITH
TRUST
|
|
|
TERM OF OFFICE/
LENGTH OF TIME
SERVED
|
|
|
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE
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
|
|
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.ce Consultant (2007 to 2015)
|
|
|
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
|
|
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
|
|
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
|
|
Notes:
The principal occupations of the Trustees and officers of the Trust for the last five years have been with the employers shown above, although in some cases they have held different positions with such employers.
Mr. Umphrey is an “interested person” (as defined in the 1940 Act) of the Trust. Mr. Umphrey has been determined to be an “Interested Trustee” by virtue of, among other things, his affiliation with the Manager and the Pear Tree Funds’ distributor, U.S. Boston Capital Corporation (“Distributor”).
Unless disclosed in a table above, no Trustee or officer of the Pear Tree Funds held during the past five years any directorship in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, or subject to the requirements of Section 15(d) of that act or any company registered as an investment company under the 1940 Act.
Leadership Structure, Qualifications and Responsibilities of the Trustees of the Trust
The Trustees of the Trust are responsible for the oversight of the business of the Trust. The Trustees meet periodically throughout the year to oversee the Pear Tree Funds’ activities, review contractual arrangements with companies that provide services to the Pear Tree Funds and review the Pear Tree Funds’ performance. The Trustees have the authority to take all actions necessary in connection with their oversight of the business affairs of the Trust, including, among other things, approving the investment objectives, policies and procedures for the Pear Tree Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Pear Tree Funds, including the Manager and the Sub-Advisers, administrator, transfer agent, distributor and custodian. The Trustees are responsible for approving these service providers, approving the terms of their contracts with the Pear Tree Funds, and exercising general service provider oversight. The Trustees have engaged the Manager to manage each Pear Tree Fund on a day-to-day basis subject to their oversight.
Leadership Structure and the Board of Trustees.
The Trust currently has five Trustees, including four Trustees who are not “interested persons” of any Pear Tree Fund, as that term is defined in the 1940 Act (each, an “Independent Trustee”). The other Trustee is affiliated with each of the Manager and the Distributor.
The Trustees have appointed Mr. Umphrey to serve in the role of Chairman. Mr. Umphrey is the President of the Manager and a director of the Distributor. The Independent Trustees have designated Mr. Bulbrook as the Lead Independent Trustee. The Lead Independent Trustee participates in the preparation of agendas for the Trustees’ meetings. The Lead Independent Trustee also acts as a liaison between meetings with the Trust’s officers, other Trustees, the Manager, other service providers and counsel to the Independent Trustees. The Lead Independent Trustee may also perform such other functions as may be requested by the other Independent Trustees from time to time. The Trustees have determined that the Trustees’ leadership and committee structure is appropriate because it provides a structure for the Trustees to work effectively with management and service providers and facilitates the exercise of the Trustees’ independent judgment. The Trustees’ leadership structure permits important roles for the President of the Manager, who serves as Chairman of the Trust and oversees the Manager’s day-to-day management of the Pear Tree Funds, and the Independent Trustees, through the designation of a Lead Independent Trustee and the participation of the other Independent Trustees. In addition, the Audit Committee, the sole Committee of the Trustees, provides for: (a) effective oversight of accounting and financial reporting responsibilities, and (b) the ability to meet independently with independent counsel and outside the presence of management on governance and related issues. Except for any duties specified herein or pursuant to the Trust’s Second Amended and Restated Declaration of Trust or By-laws, the designation of Chairman or Lead Independent Trustee does not impose on such Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as Trustee generally. The Trustees conduct an annual evaluation of the performance of the Trustees, including the effectiveness of (i) the Audit Committee and the structure of having a single committee, (ii) the Trustees’ oversight of the Pear Tree Funds, and (iii) the Trustees’ development and implementation of governance policies. The leadership structure of the Trustees may be changed, at any time and in the discretion of the Trustees, including in response to changes in circumstances or the characteristics of the Pear Tree Funds.
Oversight of Risk.
The Trustees oversee risk as part of their general oversight of the Pear Tree Funds. The Pear Tree Funds are subject to a number of risks, including investment, compliance, financial, operational and valuation risks. The Pear Tree Funds’ officers, the Manager, the Distributor and other Fund service providers perform risk management as part of the day-to-day operations of the Pear Tree Funds. The Trustees recognize that it is not possible to identify all risks that may affect the Pear Tree Funds, and that it is not possible to develop processes or controls to eliminate all risks and their possible effects. Risk oversight is addressed as part of various Trustee and Audit Committee activities, including the following: (a) at regular Trustees’ meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to the performance and operations of the Pear Tree Funds; (b) reviewing the compliance policies and procedures of the Trust (including the Pear Tree Funds), the Manager and the Sub-Advisers; (c) meeting with investment personnel to review investment strategies, techniques and the processes used to manage related risks; (d) receiving and reviewing reports regarding key service providers; (e) receiving reports from the Chief Compliance Officer of the Pear Tree Funds and other senior officers of the Trust and the Manager regarding compliance matters affecting the Trust (including the Pear Tree Funds) and their service providers; and (f) meeting with the Manager’s personnel to discuss risks related to the Pear Tree Funds’ investments. The Trustees may, at any time and in their discretion, change the manner in which they conduct their risk oversight role.
The Trustees have one standing committee, an Audit Committee, as described below:
Audit Committee.
The purpose of the Audit Committee is to oversee generally the Trust’s accounting and financial reporting policies and practices, internal controls and, as appropriate, the internal controls of certain service providers; to oversee generally the quality and objectivity of financial statements and the independent audit thereof; recommend to the Trustees the appointment and/or replacement of the independent registered public accounting firm (the “Auditor”) for the Trust; and to act as a liaison between the Auditor and all of the Trustees. The Audit Committee comprises all of the Independent Trustees. Mr. Marshall is the Chairman of the Audit Committee. In performing its oversight function the Audit Committee has, among other things, specific power and responsibility to: (a) oversee the Trust’s accounting and financial
reporting policies and practices, internal control over the Trust’s financial reporting and, as appropriate, the internal control over financial reporting of service providers; (b) oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; (c) approve the terms of the engagement of the Trust’s independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Trust’s independent registered public accounting firm; and (d) act as a liaison between the Auditor and the Trustees.
The Audit Committee also acts as a nominating committee, as necessary from time to time, to identify, interview and recommend to all of the Trustees candidates for consideration as nominees to serve as Independent Trustees. Neither the Audit Committee nor the Trust has adopted procedures for shareholders to submit recommendations for nomination as a Trustee.
The Audit Committee meets as often as necessary or appropriate to discharge its functions, and it will meet at least once annually. During the fiscal year ended March 31, 2020, the Audit Committee met three times.
Trustees’ Qualifications and Experience.
The governing documents for the Trust do not set forth any specific qualifications that a person must meet in order to serve as a Trustee. As noted above, a majority of the Trustees are Independent Trustees. Among the attributes and skills common to all Trustees are the ability to review, evaluate and discuss information and proposals provided to them regarding the Pear Tree Funds, the ability to interact effectively with the Manager and other service providers, and the ability to exercise independent business judgment. Each Trustee’s ability to perform his duties effectively has been attained through: (a) the individual’s business and professional experience and accomplishments; (b) the individual’s experience working with the other Trustees and management; (c) the individual’s prior experience serving in executive positions and/or on the boards of other companies and organizations; and (d) the individual’s educational background, professional training, and/or other experiences. Generally, no one factor is decisive in determining that an individual should serve as a Trustee. Set forth below is a brief description of the specific experience of each Trustee. Additional details regarding the background of each Trustee are included in the chart earlier in this section.
Robert M. Armstrong. Mr. Armstrong has served as a Trustee since 1985. Mr. Armstrong has more than 30 years of business experience in the real estate and consulting areas, including serving as a chief financial officer. Mr. Armstrong has also served on the board of a public company.
John M. Bulbrook. Mr. Bulbrook has served as a Trustee since 1985. He serves as the current Lead Independent Trustee. Mr. Bulbrook has more than 30 years of experience in the insurance and risk management industry, including serving as chief executive officer of a distributor of insurance products.
William H. Dunlap. Mr. Dunlap has served as a Trustee since 2006. Mr. Dunlap has more than 30 years of experience in consumer sales, consulting and non-profit management, including senior management experience. Mr. Dunlap also serves on the board of directors of a bank holding company and its savings bank subsidiary.
Clinton S. Marshall. Mr. Marshall has served as a Trustee since 2003. He currently serves as the Chairman of the Audit Committee. Mr. Marshall has over 30 years of business and financial experience, including time as Chief Financial Officer. Through his company Mr. Marshall serves as the chief financial officer and in other financial capacities for a number of startup and more established businesses throughout northern New England. Additionally, Mr. Marshall has also served on the board of directors of other corporations.
Willard L. Umphrey. Mr. Umphrey has served as a Trustee since 1985. He is the President of the Manager and a director of the Distributor.
Trustee Compensation
The Pear Tree Funds currently pay each Independent Trustee an annual retainer in the amount of $42,500. The Independent Trustees have elected to waive $1,000 of such amount for the fiscal year beginning April 1, 2020. Additionally, the Pear Tree Funds pay each of the Lead Independent Trustee and the Chairperson of the Audit Committee an additional annual retainer in the amount of $3,000. The pro rata share of such compensation paid by the Fund is based on the Fund’s average net assets as a percentage of the average net assets of all of the Pear Tree Funds.
COMPENSATION TABLE
for the fiscal year ended March 31, 2020
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
|
|
|
|
$
|
41,500
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
|
|
$
|
41,500
|
|
|
John M. Bulbrook
|
|
|
|
$
|
44,500
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
|
|
$
|
44,500
|
|
|
William H. Dunlap
|
|
|
|
$
|
41,500
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
|
|
$
|
41,500
|
|
|
Clinton S. Marshall
|
|
|
|
$
|
44,500
|
|
|
|
|
|
N/A
|
|
|
|
|
|
N/A
|
|
|
|
|
$
|
44,500
|
|
|
The Second Amended and Restated Agreement and Declaration of Trust of the Trust provides that the Pear Tree Funds will indemnify their Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Pear Tree Funds, except if it is determined in the manner specified in the Second Amended and Restated Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust or that such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. The Pear Tree Funds, at their expense, will provide liability insurance for the benefit of their Trustees and officers.
At June 30, 2020, the Trustees and officers as a group owned in the aggregate the following percentages of outstanding Ordinary Shares, Institutional Shares and R6 Shares.
|
|
|
Ordinary
Shares
|
|
|
Institutional
Shares
|
|
|
R6
Shares
|
|
Pear Tree Polaris Small Cap Fund
|
|
|
|
|
0.84%
|
|
|
|
|
|
8.97%
|
|
|
|
|
|
N/A
|
|
|
Pear Tree Quality Fund
|
|
|
|
|
1.06%
|
|
|
|
|
|
8.98%
|
|
|
|
|
|
N/A
|
|
|
Pear Tree Axiom Emerging Markets World Equity Fund
|
|
|
|
|
1.01%
|
|
|
|
|
|
12.16%
|
|
|
|
|
|
15.25%
|
|
|
Pear Tree Polaris Foreign Value Fund
|
|
|
|
|
0.17%
|
|
|
|
|
|
0.07%
|
|
|
|
|
|
0.38%
|
|
|
Pear Tree Polaris Foreign Value Small Cap Fund
|
|
|
|
|
0.61%
|
|
|
|
|
|
1.07%
|
|
|
|
|
|
14.95%
|
|
|
Pear Tree Polaris International Opportunities Fund
|
|
|
|
|
98.43%
|
|
|
|
|
|
99.72%
|
|
|
|
|
|
16.05%
|
|
|
TRUSTEE SHARE OWNERSHIP TABLE
For the Calendar Year ended December 31, 2019
INDEPENDENT TRUSTEES:
|
|
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
|
|
|
|
$10,00
– $50,000
|
|
|
|
None
|
|
|
|
None
|
|
|
|
$10,000 –
$50,000
|
|
|
|
None
|
|
|
|
None
|
|
|
|
Over
$100,000
|
|
|
|
|
John M. Bulbrook
|
|
|
|
Over
$100,000
|
|
|
|
Over
$100,000
|
|
|
|
Over
$100,000
|
|
|
|
Over
$100,000
|
|
|
|
Over
$100,000
|
|
|
|
None
|
|
|
|
Over
$100,000
|
|
|
|
|
William H. Dunlap
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
Clinton S. Marshall
|
|
|
|
None
|
|
|
|
None
|
|
|
|
$10,000 –
$50,000
|
|
|
|
$10,000 –
$50,000
|
|
|
|
$10,000 –
$50,000
|
|
|
|
None
|
|
|
|
$10,000 –
$50,000
|
|
|
INTERESTED TRUSTEE:
|
|
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
|
|
|
|
Over $100,000
|
|
|
PRINCIPAL SHAREHOLDERS
As of June 30, 2020, each of the following persons owned 5 percent or more of a class of shares of a Pear Tree Fund. Beneficial owners of 25 percent or more of any class of shares of a Pear Tree Fund are presumed to be in control of that Pear Tree Fund’s class of shares for the purposes of voting on certain matters submitted to that Pear Tree Fund’s shareholders.
PEAR TREE
POLARIS SMALL
CAP FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING ORDINARY SHARES
|
|
|
|
|
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
|
|
17.57%
|
|
|
|
|
Lowell Anesthesiology Service/Profit Sharing Retirement Plan
60 East Street, Ste 1300
Methuen, MA 01844
|
|
|
5.70%
|
|
|
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
|
|
|
Bernard Horn, Jr.
99 Beaver Road
Reading, MA 01867
|
|
|
63.49%
|
|
|
|
|
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
|
|
15.59%
|
|
|
|
|
National Financial Services Corp
200 Liberty Street
New York, NY 10281
|
|
|
9.12%
|
|
PEAR TREE
QUALITY FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING ORDINARY SHARES
|
|
|
|
|
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
|
|
14.28%
|
|
|
|
|
Lowell Anesthesiology Service/Profit Sharing Retirement Plan
60 East Street, Ste 1300
Methuen, MA 01844
|
|
|
7.14%
|
|
|
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
|
|
|
National Financial Services Corp
200 Liberty Street
New York, NY 10281
|
|
|
29.09%
|
|
|
|
|
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
|
|
17.80%
|
|
|
|
|
First Clearing, LLC
One North Jefferson
St. Louis, MO 63103
|
|
|
13.35%
|
|
|
|
|
Pershing Division of /Donaldson Lufkin & Jenrette
One Pershing Plaza
Jersey City, NJ 07339
|
|
|
16.53%
|
|
PEAR TREE
AXIOM
EMERGING
MARKETS
WORLD EQUITY
FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING ORDINARY SHARES
|
|
|
|
|
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
|
|
23.03%
|
|
|
|
|
Lowell Anesthesiology Service/Profit Sharing Retirement Plan
60 East Street, Ste 1300
Methuen, MA 01844
|
|
|
6.76%
|
|
|
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
|
|
|
Mid Atlantic Trust Company
1251 Waterfront Place
Pittsburgh, PA 15222
|
|
|
28.06%
|
|
|
|
|
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
|
|
23.20%
|
|
|
|
|
Zwanzinger Family Ventures LLC
148 Dartmouth Street
West Newton, MA 02465
|
|
|
20.02%
|
|
|
|
|
National Financial Services Corp
200 Liberty Street
New York, NY 10281
|
|
|
5.68%
|
|
|
|
|
|
|
|
% OF OUTSTANDING R6 SHARES
|
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY 10281
|
|
|
99.99%
|
|
PEAR TREE
POLARIS
FOREIGN VALUE
FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING ORDINARY SHARES
|
|
|
|
|
National Financial Services Corp
200 Liberty Street
New York, NY 10281
|
|
|
67.67%
|
|
|
|
|
Charles Schwab & Co Inc
For the Exclusive Benefit of Customers
100 Montgomery Street
San Francisco, CA 94104
|
|
|
8.60%
|
|
|
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
|
|
|
National Financial Services Corp/ For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
|
|
30.53%
|
|
|
|
|
Charles Schwab & Co Inc
For the Exclusive Benefit of Customers
100 Montgomery Street
San Francisco, CA 94104
|
|
|
19.61%
|
|
|
|
|
Morgan Stanley Smith Barney LLC/ For the Exclusive Benefit of its Owners
1585 Broadway
New York, NY 10036
|
|
|
16.57%
|
|
PEAR TREE
POLARIS
FOREIGN VALUE
FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
|
|
|
UBS Financial Services
100 Harbor Blvd, 8th Floor
Weehawken, NJ 07086
|
|
|
11.83%
|
|
|
|
|
SEI Private Trust Company
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456
|
|
|
5.63%
|
|
|
|
|
% OF OUTSTANDING R6 SHARES
|
|
|
|
|
National Financial Services LLC
200 Liberty Street
New York, NY 10281
|
|
|
46.23%
|
|
|
|
|
Greenleaf Trust
211 South Rose Street
Kalamazoo, MI 49007
|
|
|
15.85%
|
|
|
|
|
Christian Church Foundation
PO Box 1986
Indianapolis, IN 46206
|
|
|
8.88%
|
|
|
|
|
Charles Schwab & Co Inc
For the Exclusive Benefit of Customers
100 Montgomery Street
San Francisco, CA 94104
|
|
|
8.08%
|
|
|
|
|
Northern Trust Company
PO Box 92956
Chicago, IL 60675
|
|
|
5.29%
|
|
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
|
|
|
27.94%
|
|
|
|
|
Charles Schwab & Co Inc
For the Exclusive Benefit of Customers
100 Montgomery Street
San Francisco, CA 94104
|
|
|
14.79%
|
|
|
|
|
National Financial Services Corp/ For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
|
|
13.12%
|
|
|
|
|
Joseph E. Kasputys
148 Sandy Pond Road
Lincoln, MA 01773
|
|
|
11.87%
|
|
PEAR TREE
POLARIS
FOREIGN VALUE
SMALL CAP FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
|
|
|
National Financial Services Corp/ For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
|
|
31.65%
|
|
|
|
|
Charles Schwab & Co Inc
For the Exclusive Benefit of Customers
100 Montgomery Street
San Francisco, CA 94104
|
|
|
28.12%
|
|
|
|
|
TD Ameritrade
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103
|
|
|
15.99%
|
|
|
|
|
% OF OUTSTANDING R6 SHARES
|
|
|
|
|
Edward Jones For the Benefit of Customers
12555 Manchester Road
Saint Louis, MO 63131
|
|
|
42.09%
|
|
|
|
|
National Financial Services Corp/ For Exclusive Benefit of our Customers
200 Liberty Street
New York, NY 10281
|
|
|
25.97%
|
|
|
|
|
Willard Umphrey
55 Old Bedford Road
Lincoln, MA 01773
|
|
|
13.32%
|
|
|
|
|
Bernard Horn, Jr, & Lorraine Horn
99 Beaver Road
Reading, MA 01867
|
|
|
8.34%
|
|
PEAR TREE
POLARIS
INTERNATIONAL
OPPORTUNITIES
FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING ORDINARY SHARES
|
|
|
|
|
Willard Umphrey
55 Old Bedford Road
Lincoln, MA 01773
|
|
|
98.43%
|
|
|
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES
|
|
|
|
|
Willard Umphrey
55 Old Bedford Road
Lincoln, MA 01773
|
|
|
78.81%
|
|
|
|
|
Leon Okurowski
294 Elm Street
Concord, MA 01742
|
|
|
18.81%
|
|
|
|
|
% OF OUTSTANDING R6 SHARES
|
|
|
|
|
Polaris Capital Management, LLC
121 High Street
Boston, MA 02110
|
|
|
55.70%
|
|
|
|
|
Bernard Horn, Jr, & Lorraine Horn
99 Beaver Road
Reading, MA 01867
|
|
|
27.73%
|
|
PEAR TREE
POLARIS
INTERNATIONAL
OPPORTUNITIES
FUND
|
|
|
NAME AND ADDRESS
|
|
|
% OF OUTSTANDING R6 SHARES
|
|
|
|
|
Leon Okurowski
294 Elm Street
Concord, MA 01742
|
|
|
13.05%
|
|
THE MANAGER AND THE SUB-ADVISERS
The Manager
The Manager is an affiliate of U.S. Boston Capital Corporation, the Pear Tree Funds’ Distributor, which is a wholly owned subsidiary of U.S. Boston Corporation. Willard L. Umphrey, CFA, President and Trustee of the Trust, Leon Okurowski, Treasurer of the Trust, individually and jointly with their spouses, together own 100 percent of the Manager’s outstanding voting securities. Messrs. Umphrey and Okurowski also are affiliates of U.S. Boston Capital Corporation.
The Management Contract
Under the terms of the management agreement (the “Management Contract”), the Manager may, subject to the approval of the Trustees, manage a Pear Tree Fund itself or select a sub-adviser to manage the Fund. In the latter case, the Manager monitors the Sub-Advisers’ investment program and results, reviews brokerage matters, oversees compliance by the Pear Tree Funds with various federal and state statutes and the Pear Tree Funds’ own investment objectives, policies, and restrictions and carries out the directives of the Trustees. In each case, the Manager also provides the Pear Tree Funds with office space, office equipment, and personnel necessary to operate and administer the Pear Tree Funds’ business, and it provides general management and administrative services to the Pear Tree Funds, including overall supervisory responsibility for the management and investment of the Pear Tree Funds’ securities portfolios and for the provision of services by third parties such as the Pear Tree Funds’ custodian.
The Management Contract continues in force from year to year, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Manager or the Pear Tree Funds, and by (ii) either the majority vote of all the Trustees or the vote of a majority of the outstanding voting securities of each Pear Tree Fund. The Management Contract automatically terminates on assignment and is terminable on 60 days’ written notice by either party.
In addition to the management fee, the Pear Tree Funds pay all expenses not assumed by the Manager, including, without limitation, fees and expenses of the Trustees, interest charges, taxes, brokerage commissions, expenses of issue or redemption of shares, fees and expenses of registering and qualifying the Trust and shares of the respective Pear Tree Funds for distribution under federal and state laws and regulations, charges of custodians, auditing and legal expenses, expenses of determining net asset value of the Pear Tree Funds’ shares, reports to shareholders, expenses of meetings of shareholders, expenses of printing and mailing Prospectuses and proxies to existing shareholders, and their proportionate share of insurance premiums and professional association dues or assessments.
Pear Tree Fund expenses generally are allocated among and charged to the assets of the respective the Pear Tree Funds, and then further allocated between the classes thereof in accordance with the Pear Tree Funds’ Multi-class Plan pursuant to Rule 18f-3 under the 1940 Act (the “18f-3 Plan”). Allocations for most expenses are based on the relative net assets of each Pear Tree Fund and each class. Certain expenses attributable to a specific Pear Tree Fund or a specific class of a Pear Tree Fund are allocated to that Pear Tree Fund and class. In addition, the Trustees approve fee waivers and expense reimbursements for certain costs associated with providing regulatory and compliance services to the Pear Tree Funds. For the twelve months ended March 31, 2020, the Trustees have approved reimbursements that amounted to $265,832. The Pear Tree Funds are also responsible for such non-recurring expenses as may arise, including litigation in which the Pear Tree Funds may be a party, and other expenses as determined by the Trustees. The Pear Tree Funds may have an obligation to indemnify their officers and Trustees with respect to such litigation.
The Pear Tree Funds and the Manager have received an exemptive order from the SEC that permits the Manager, subject to certain conditions, to enter into or amend an agreement with a Sub-Adviser (an “Advisory Contract”) without obtaining shareholder approval. With Trustee approval, the Manager may employ a new Sub-Adviser for a Pear Tree Fund, change the terms of the Advisory Contracts, or enter into new Advisory Contracts with an unaffiliated Sub-Adviser. The Manager retains ultimate responsibility to oversee the Sub-Advisers and to recommend their hiring, termination, and replacement. Shareholders of a Pear Tree Fund continue to have the right to terminate the Advisory Contract applicable to that Pear Tree Fund at any time by a vote of the majority of the outstanding voting securities of the Pear Tree Fund. Shareholders will be notified of any Sub-Adviser changes or other material amendments to an Advisory Contract that occurs under these arrangements.
As compensation for services rendered, each Pear Tree Fund, other than Small Cap Fund and International Opportunities Fund, pays the Manager a monthly management fee at the annual rate of 1.00 percent of the average daily net assets. As compensation for services rendered, Small Cap Fund pays the Manager a monthly management fee at an annual rate of 0.80 percent of average daily net assets and International Opportunities Fund pays the Manager a monthly management fee at an annual rate of 0.90 percent of average daily net assets.
The Manager received fees for services rendered for the three most recently ended fiscal years as follows:
Fund Name
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
Pear Tree Polaris Small Cap Fund
|
|
|
|
$
|
926,747
|
|
|
|
$
|
1,013,044
|
|
|
|
$
|
883,275
|
|
Pear Tree Quality Fund
|
|
|
|
$
|
1,279,128
|
(1)
|
|
|
$
|
1,506,736
|
(1)
|
|
|
$
|
1,347,000
|
(1)
|
Pear Tree Axiom Emerging Markets World Equity Fund
|
|
|
|
$
|
533,681
|
(2)
|
|
|
$
|
946,557
|
(2)
|
|
|
$
|
892,964
|
(2)
|
Pear Tree Polaris Foreign Value Fund
|
|
|
|
$
|
21,119,415
|
(3)
|
|
|
$
|
31,757,709
|
(3)
|
|
|
$
|
36,594,094
|
(3)
|
Pear Tree Polaris Foreign Value Small Cap Fund
|
|
|
|
$
|
7,936,341
|
(4)
|
|
|
$
|
10,155,247
|
(4)
|
|
|
$
|
9,723,796
|
(4)
|
Pear Tree Polaris International Opportunities Fund
|
|
|
|
|
-
|
(5)
|
|
|
$
|
15,196
|
|
|
|
$
|
107,793
|
|
(1)
Includes waiver by the Manager of its management fee in the amount of $330,428 for fiscal year 2018, $442,445 for fiscal year 2019 and $365,030 for fiscal year 2020.
(2)
Includes waiver by the Manager of its management fee in the aggregate amount of $117,433 for fiscal year 2018, $208,206 for fiscal year 2019, and $196,452 for fiscal year 2020.
(3)
Includes waiver by the Manager of its management fee in the aggregate amount of $2,112,031 for the fiscal year 2018, $3,175,771 for the fiscal year 2019, and $3,659,410 for fiscal year 2020.
(4)
Includes waiver by the Manager of its management fee in the aggregate amount of $793,634 for the fiscal year 2018, $1,015,525 for the fiscal year 2019, and $972,380 for fiscal year 2020.
(5)
The Manager did not receive compensation relating to International Opportunities Fund in any of the fiscal year ended March 31, 2018 because International Opportunities Fund did not commence operations until January 2019.
A discussion regarding the basis for the Trustees’ approval of the Management Contract and each Advisory Contract relating to a Pear Tree Fund was included in the Pear Tree Fund’s semi-annual report to shareholders for the period ended September 30. You can request the Pear Tree Fund’s most recent annual and semi-annual reports free of charge, by contacting your plan sponsor, broker-dealer, or financial intermediary, or by contacting a Pear Tree Fund representative at 1-800-326-2151. The reports are also available, free of charge, on www.peartreefunds.com.
Fee Waivers/Expense Limitations.
Pear Tree Quality Fund
The Manager has agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to Quality Fund, such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of Quality Fund would be calculated using (a) an annual rate of 0.75 percent for the first $125 million of Quality Fund’s net assets, and (b) an annual rate of 0.50 percent for Quality Fund’s net assets in excess of $125 million. This fee waiver only may be terminated with the approval of the Trustees.
Since June 1, 2020, the Manager also has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Quality Fund attributable to Institutional Shares such that "Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement" with respect to Institutional Shares, other than extraordinary expenses, is not greater than 0.79 percent of Quality Fund's net assets attributable to Institutional Shares. The aggregate expenses of Quality Fund with respect to Ordinary and R6 Shares remain unchanged. This fee waiver only may be terminated with the approval of the Trustees. For the fiscal year ended March 31, 2020, the Manager waived its management fee and reimbursed Quality Fund for its expenses in the aggregate amount of $365,030.
Pear Tree Axiom Emerging Markets World Equity Fund
The Manager has contractually agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to Emerging Markets Fund, such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of Emerging Markets Fund would be calculated using (a) an annual rate of 0.78 percent if Emerging Markets Fund’s net assets are up to $300 million, (b) an annual rate of 0.83 percent if Emerging Markets Fund’s net assets are between $300 million and $600 million, and (c) an annual rate of 0.88 percent if Emerging Markets Fund’s net assets are in excess of $600 million. This fee waiver only may be terminated with the approval of the Trustees.
The Manager also has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Emerging Markets Fund attributable to R6 Shares such that “Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement” with respect to R6 Shares, other than extraordinary expenses, is not greater than 0.99 percent of Emerging Markets Fund’s net assets attributable to R6 Shares. This expense reimbursement agreement only may be terminated with the approval of the Trustees. The aggregate expenses of Emerging Markets Fund with respect to Ordinary and Institutional Shares remain unchanged.
For the fiscal year ended March 31, 2020, the Manager waived its management fee and reimbursed Emerging Markets Fund for its expenses in the aggregate amount of $197,192.
Pear Tree Polaris Small Cap Fund
The Manager is contractually obligated to assume expenses of Pear Tree Polaris Small Cap Fund, if necessary, in order to reduce its total expenses to no more than 2.00 percent of average daily net assets for any fiscal year. This agreement limits expenses at the fund level and not at the individual share class level. Accordingly, the fees of any individual class may be higher than the expense limitation because the expense limit calculation adds the expenses of the different classes together and then divides that number by the total average net assets of the Pear Tree Fund. Expenses eligible for reimbursement under all applicable expense limitations do not include interest, taxes, brokerage commissions or extraordinary expenses. As a result, and as indicated above, total expenses may be higher than the expense limitation applicable for the Pear Tree Fund. No such reductions in compensation were necessary for the fiscal year ended March 31, 2020.
Pear Tree Polaris Foreign Value Fund; Pear Tree Polaris Foreign Value Small Cap Fund
The Manager has contractually agreed until July 31, 2021 to waive such portion of the management fees that it would otherwise receive under its agreement with Pear Tree Funds for serving as investment manager to each of Foreign Value Fund and Foreign Value Small Cap Fund such that the aggregate management fee that the Manager would receive during the waiver period for serving as the investment manager of each of Foreign Value Fund and Foreign Value Small Cap Fund would be calculated using an annual rate of 0.90 percent of the Fund’s net assets. This fee waiver with respect to either Fund only may be terminated with the approval of the Trustees.
For the fiscal year ended March 31, 2020, the Manager waived its management fee and reimbursed Foreign Value Fund and Foreign Value Small Cap Fund for its expenses in the aggregate amount of $3,924,502 and $972,380, respectively.
Pear Tree Polaris Foreign Value Fund
The Manager has contractually agreed until July 31, 2021 to reimburse such portion of the expenses of Foreign Value Fund attributable to R6 Shares such that “Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement” with respect to R6 Shares, other than extraordinary expenses, is not greater than 0.94 percent of Foreign Value Fund’s net assets attributable to R6 Shares. This expense reimbursement agreement only may be terminated with the approval of the Trustees.
For the fiscal year ended March 31, 2020 the manager waived fees in the aggregate amount of $265,092. All share classes of Foreign Value Fund were included in the previous agreement.
Pear Tree Polaris International Opportunities Fund
There are currently no agreements by the Manager to waive International Opportunities Fund fees or reimburse International Opportunities Fund expenses.
All Funds
The Manager, in its capacity as transfer agent to Pear Tree Funds, has contractually agreed until July 31, 2021 to waive such portion of the fees that it would otherwise receive for serving as transfer agent under its agreement with Pear Tree Funds such that the aggregate transfer agent fee with respect to Institutional Shares of each Fund would be calculated using an annual rate of 0.04 percent of the Fund’s net assets attributable to its Institutional Shares. This fee waiver with respect to any Fund only may be terminated with the approval of the Trustees. The aggregate transfer agent fee with respect to Ordinary Shares and R6 Shares, if any, of each Fund remains unchanged.
For the fiscal year ended March 31, 2020, the Manager, in its capacity as transfer agent, waived its transfer agency fee in the aggregate amount of $3,811,661.
No Recoupment
With respect to each expense reimbursement or fee waiver agreement described above, the Manager does not have a right to recoup from the applicable Pear Tree Fund amounts that it has waived or reimbursed under that agreement.
The Sub-Advisers
Pear Tree Quality Fund
Chartwell Investment Partners, LLC (“Chartwell”) 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312 serves as the Sub-Adviser to Pear Tree Quality Fund. Chartwell is a wholly owned subsidiary of TriState Capital Holdings, Inc., a bank holding company listed on the NASDAQ Global Select Market (Ticker: TSC) and is based in Pittsburgh, Pennsylvania. On or about March 31, 2018, Chartwell replaced Columbia Partners, L.L.C. – Investment Management (“Columbia”) as sub-adviser to Quality Fund.
Pear Tree Axiom Emerging Markets World Equity Fund
Axiom International Investors LLC (“Axiom”), 33 Benedict Place, Greenwich, Connecticut 06830 serves as Sub-Adviser to Emerging Markets Fund. Axiom was founded on September 1, 1998 as an independent investment adviser by Andrew Jacobson. From its origins in 1998 as an investment adviser specializing in managing international equity portfolios, Axiom has evolved into a global investment management firm. Axiom manages international, global, small cap, and emerging market equities on behalf of our global institutional clients. Since its inception, Axiom has been independent and employee owned. On December 8, 2018, Axiom replaced PanAgora Asset Management, Inc. ("PanAgora") as sub-adviser to Emerging Markets Fund.
Pear Tree Polaris Small Cap Fund, Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Foreign Value Small Cap Fund & Pear Tree Polaris International Opportunities Fund
Polaris Capital Management, LLC. (“Polaris”), 121 High Street, Boston, Massachusetts 02110 serves as Sub-Adviser to each of Small Cap Fund, Foreign Value Fund, Foreign Value Small Cap Fund, and International Opportunities Fund. Bernard R. Horn, Jr. is the majority owner and is thus a control person of Polaris. On January 1, 2015, Polaris replaced Columbia as the sub-adviser to Small Cap Fund. On November 15, 2019, Polaris replaced PNC Capital Advisors LLC ("PNC Capital") as sub-adviser to International Opportunities Fund.
Advisory Contracts
The Manager has an Advisory Contract relating to a Pear Tree Fund with the Sub-Adviser to that Fund. The terms of each Advisory Contract generally are the same. Pursuant to each Advisory Contract, the Sub-Adviser to the Pear Tree Fund furnishes an investment program for the Fund (except in the case of Pear Tree Quality Fund, in which the Manager selects the target portfolio), makes investment decisions on behalf of the Pear Tree Fund, places all orders for the purchase and sale of portfolio investments for the Pear Tree Fund’s account with brokers or dealers selected by such Sub-Adviser and may perform certain limited, related administrative functions in connection therewith.
The Advisory Contract provides that it will continue in force for two years from its date, and from year to year thereafter, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Sub-Adviser, the Manager or the Pear Tree Funds, and by (ii) either the majority vote of all of the Trustees or the vote of a majority of the outstanding voting securities of the Pear Tree Fund. The Advisory Contract may be terminated without penalty by vote of the Trustees or the shareholders of the Pear Tree Fund, or by the Manager on not less than 30 days’ written notice or more than 60 days’ written notice or by the Sub-Adviser on not less than 30 days’ or more than 60 days’ written notice. The Advisory Contract may be amended without a vote of the shareholders of the Pear Tree Fund. The Advisory Contract also terminates without payment of any penalty in the event of its assignment and in the event that for any reason the Management Contract between the Trust and the Manager terminates generally or terminates with respect to the Pear Tree Fund.
The Advisory Contract provides that the Sub-Adviser shall not be subject to any liability to the Pear Tree Funds or to the Manager or to any shareholder of the Pear Tree Funds for any act or omission in the course of or connected with the rendering of services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties on the part of the Sub-Adviser.
For services rendered, the Manager pays to the Sub-Adviser of the Pear Tree Fund a fee based on a percentage of the average daily total net assets of the Pear Tree Fund. The fee for each Pear Tree Fund is determined separately.
Currently, the contractually stated fees to be paid by the Manager to the Sub-Advisers are as follows:
|
|
|
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.
|
|
*
Until July 31, 2021, or the Trustees terminate the management fee waiver with respect to Foreign Value Fund, the Sub-Adviser has agreed to waive its fees such that the annual advisory fee rates are as follows: 0.30 percent of the first $35 million; 0.35 percent of amounts in excess of $35 million but less than $200 million; and 0.45 percent of assets in excess of $200 million of average daily total net assets.
**
Until July 31, 2021, or the Trustees terminate the management fee waiver with respect to Foreign Value Small Cap Fund, the Sub-Adviser has agreed to waive its fees such that the annual advisory fee rates are as follows: 0.30 percent of the first $35 million; 0.35 percent of amounts in excess of $35 million but less than $200 million; and 0.45 percent of assets in excess of $200 million of average daily total net assets.
For services rendered for the three most recently ended fiscal years, the applicable Sub-Adviser received fees of, as follows:
|
|
|
Fiscal Years Ended March 31,
|
|
|
|
|
Sub-Adviser
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
Pear Tree Polaris Small Cap Fund
|
|
|
|
|
Polaris
|
|
|
|
|
$
|
297,530
|
|
|
|
|
$
|
329,891
|
|
|
|
$
|
282,336
|
|
|
Pear Tree Quality Fund
|
|
|
|
|
Chartwell(1)
|
|
|
|
|
$
|
122,330
|
|
|
|
|
$
|
123,587
|
|
|
|
$
|
90,000
|
|
|
Pear Tree Axiom Emerging Markets World Equity Fund
|
|
|
|
|
Axiom(2)
|
|
|
|
|
$
|
133,420
|
|
|
|
|
$
|
265,055
|
|
|
|
$
|
310,078
|
|
|
Pear Tree Polaris Foreign Value Fund
|
|
|
|
|
Polaris
|
|
|
|
|
$
|
10,342,158
|
|
|
|
|
$
|
15,661,355
|
(3)
|
|
|
$
|
18,079,547
|
|
|
Pear Tree Polaris Foreign Value Small Cap Fund
|
|
|
|
|
Polaris
|
|
|
|
|
$
|
3,750,671
|
|
|
|
|
$
|
4,860,123
|
(4)
|
|
|
$
|
4,644,398
|
|
|
Pear Tree Polaris International Opportunities Fund
|
|
|
|
|
Polaris(5)
|
|
|
|
|
|
-
|
|
|
|
|
$
|
5,065
|
|
|
|
$
|
35,931
|
|
|
(1)
On or about March 31, 2018, Columbia sold part of its business to Chartwell, including its sub-advisory agreement regarding Quality Fund. Thus, all sub-advisory fees paid prior to March 31, 2018 were paid to Columbia.
(2)
On December 8, 2018, Axiom replaced PanAgora as sub-adviser to Emerging Markets Fund. Thus, all sub-advisory fees paid prior to that date were paid to PanAgora.
(3)
Amounts presented represent gross sub-advisory fees paid to Polaris. Of such gross amount, Polaris waived sub-advisory fees in the annual aggregate amount as follows: $1,055,966 in 2018, $1,587,885 in 2019, and $1,829,705 in 2020.
(4)
Amounts presented represent gross sub-advisory fees paid to Polaris. Of such gross amount, Polaris waived sub-advisory fees in the annual aggregate amount as follows: $396,817 in 2018, $507,762 in 2019, and $486,190 in 2020.
(5)
On November 15, 2019, Polaris replaced PNC Capital Advisors LLC as sub-adviser to International Opportunities Fund. Thus, all sub-advisory fees paid prior to that date were paid to PNC Capital Advisors LLC.
Portfolio Managers
The portfolio managers for the Pear Tree Fund are listed below. In some instances, a portfolio manager manages other investment companies and/or investment accounts in addition to the Pear Tree Fund for which he or she serves as portfolio manager. The following tables show, as of March 31, 2020, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The tables also show the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.
Pear Tree Polaris Small Cap Fund — Polaris (as of March 31, 2020)
|
|
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
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Sumanta Biswas, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Bin Xiao, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
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
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
*
For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies, excluding Pear Tree Funds.
Pear Tree Quality Fund — Chartwell (as of March 31, 2020)
|
|
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
|
|
|
|
|
$107 million
|
|
|
|
|
|
None
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
None
|
|
|
|
|
$0
|
|
|
|
|
|
None
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
11
|
|
|
|
|
$204 million
|
|
|
|
|
|
None
|
|
|
|
|
|
$
|
0
|
|
|
|
*
For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.
Pear Tree Axiom Emerging Markets World Equity Fund — Axiom (as of March 31, 2020)
|
|
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
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
515
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
12
|
|
|
|
|
|
$
|
1,938
|
|
|
|
|
|
|
2
|
|
|
|
|
|
$
|
120
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
6
|
|
|
|
|
|
$
|
2,986
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
Christopher Lively, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
3
|
|
|
|
|
|
$
|
238
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
8
|
|
|
|
|
|
$
|
2,726
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
12
|
|
|
|
|
|
$
|
2,525
|
|
|
|
|
|
|
6
|
|
|
|
|
|
$
|
984
|
|
|
|
|
|
Jose Gerardo Morales, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
3
|
|
|
|
|
|
$
|
238
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
8
|
|
|
|
|
|
$
|
2,726
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
12
|
|
|
|
|
|
$
|
2,525
|
|
|
|
|
|
|
6
|
|
|
|
|
|
$
|
984
|
|
|
|
*
For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.
Pear Tree Polaris Foreign Value Fund — Polaris (as of March 31, 2020)
|
|
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
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Sumanta Biswas, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Bin Xiao, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Jason M. Crawshaw
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
Pear Tree Polaris Foreign Value Small Cap Fund — Polaris (as of March 31, 2020)
|
|
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
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Sumanta Biswas, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Bin Xiao, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
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
|
|
|
|
|
|
$
|
4,244,783
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
|
$
|
493,103
|
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
|
$
|
4,165,939
|
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
*
For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies excluding the Pear Tree Funds.
Pear Tree Polaris International Opportunities Fund — Polaris (as of March 31, 2020)*
|
|
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
|
|
|
|
|
$4,244,783
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment
|
|
|
|
|
|
5
|
|
|
|
|
$493,103
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
$4,165,939
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Bin Xiao, CFA
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
$4,244,783
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
$493,103
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
$4,165,939
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
|
|
Jason M. Crawshaw
|
|
|
|
Registered Investment
Companies
|
|
|
|
|
|
7
|
|
|
|
|
$4,244,783
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
5
|
|
|
|
|
$493,103
|
|
|
|
|
|
0
|
|
|
|
|
|
$
|
0
|
|
|
|
|
Other Accounts
|
|
|
|
|
|
28
|
|
|
|
|
$4,165,939
|
|
|
|
|
|
1
|
|
|
|
|
|
$
|
32,970,528
|
|
|
|
*
Polaris replaced PNC Capital as the sub-adviser to International Opportunities Fund on November 15, 2019.
**
For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies excluding the Pear Tree Funds.
The following table shows the dollar range of shares of a Pear Tree Fund (other than International Opportunities Fund) that were beneficially owned by each portfolio manager as of March 31, 2020.
|
|
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)
|
|
|
|
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
|
|
|
|
|
Mark D. Tindall, CFA
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pear Tree Fund
(Portfolio Manager)
|
|
|
|
Dollar Range of Equity Securities Owned
|
|
|
|
|
Pear Tree Axiom Emerging Markets World Equity Fund (Axiom)
|
|
|
|
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)(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
|
|
|
|
|
Sumanta Biswas, CFA
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bin Xiao, CFA
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason M. Crawshaw
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
On November 15, 2019, Polaris replaced PNC Capital as sub-adviser to International Opportunities Fund.
Conflicts of Interest
It is possible that conflicts of interest may arise in connection with a portfolio managers’ management of the Pear Tree Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Pear Tree Fund and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between the Pear Tree Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Pear Tree Fund. In some cases, another account managed by a portfolio manager may compensate the investment sub-adviser based on the performance of the securities held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.
Sub-Adviser Compensation Structure and Method Used to Determine Compensation
Chartwell
The compensation paid to a Chartwell portfolio manager and analyst consists of base salary, annual bonus, and an annual profit-sharing contribution to the firm’s retirement plan.
A portfolio manager’s and analyst’s base salary is determined by Chartwell’s Compensation Committee and is reviewed at least annually. A portfolio manager’s and analyst’s experience, historical performance, and role in firm or product team management are the primary considerations in determining the base salary. Industry benchmarking is utilized by the Compensation Committee on an annual basis.
Annual bonuses are determined by the Compensation Committee based on a number of factors. The primary factor is a performance-based compensation schedule that is applied to all accounts managed by a portfolio manager within a particular investment product and is not specific to any one account. The bonus is calibrated based on the gross composite performance of such accounts versus the appropriate benchmark and peer group rankings. Portfolio construction, sector and security weighting, and performance are reviewed by the Compliance Committee and Compensation Committee to prevent a manager from taking undue risks. Additional factors used to determine the annual bonus include the portfolio manager’s contribution as an analyst, product team management, and contribution to the strategic planning and development of the investment group as well as the firm. For employee retention purposes, if an individual employee’s bonus exceeds $50,000 for a given year, an amount equal to 25% of the bonus is deferred and paid 3 years after the initial pay date.
Chartwell also provides a profit sharing and 401(k) plan for all employees. The annual profit-sharing contribution and/or matching contribution from Chartwell is discretionary and based solely on the profitability of the firm.
Axiom
Axiom ties compensation to investment performance. The firm also engages an independent third-party consultant to evaluate its compensation practices.
Portfolio manager compensation comprises base salary, health and dental benefits, equity partnership (all portfolio managers are partners), 401k match, and discretionary bonus. A percentage of the bonus is in the form of deferred compensation on a vesting schedule.
Polaris
All cash flow earned by the firm is distributed to personnel annually in the form of a salary, bonus, retirement plan contribution or equity compensation. Each employee receives a salary and possible discretionary year-end bonus depending on the overall performance and profitability of the firm. Cash flow in excess of operating expenses earned by the firm is distributed to personnel annually. At the senior level, bonuses range from 0 percent to unlimited upside as base salary is kept at a minimum. A typical bonus at this level may be more than 75 percent of base salary. The recognition and retention of firm personnel is supported by the fact that the bonus is based on annual firm profits, which are a function of assets under management, and therefore, performance. There is no formal split between specific performance targets and subjective criteria. The firm seeks to attract best-of-breed personnel and expects compensation of employees to be better than that of peer groups over time. In addition to base salary and bonuses, the firm offers additional incentives for staff, which may include equity ownership or equity-based compensation.
Securities Lending
During the fiscal year ended March 31, 2020, Securities Finance Trust Company (the “Lending Agent”) served as the securities lending agent for each Fund pursuant to the terms and conditions provided in a securities lending agreement (the “Lending Agreement”). The Trust terminated the Lending Agreement as of June 30, 2019 and has not entered into a securities lending agreement with any other lending agent.
Generally, the Lending Agent may lend portfolio securities deemed “available securities” by the Manager or Sub-adviser, as the case may be, to one more institutional investors that has been approved under the terms of the Lending Agreement. Such loans of securities are terminable on demand of the Fund lending the securities or the Lending Agent on the Fund’s behalf. Cash received by the Fund as collateral for the borrower’s obligation is typically invested in a registered mutual
fund that meets the requirements of a money market fund. Such loans of securities, including the reinvestment of cash collateral, are subject to the terms of the Lending Agreement, including any applicable operating procedures. Among other things, the Lending Agent is responsible for monitoring each transaction for compliance with the Lending Agreement.
During the most recent fiscal year ended March 31, 2020, each of the following Pear Tree Funds received the following amounts related to its portfolio securities that were lent pursuant to the Lending Agreement. During that year, neither Foreign Value Fund nor Foreign Value Small Cap Fund nor International Opportunities Fund participated in any securities lending transaction.
|
|
|
|
|
A
|
|
|
|
B
|
|
|
|
C
|
|
|
|
D
|
|
|
|
E
|
|
|
|
|
|
|
|
|
|
|
|
Gross Income
From
Securities
Lending
Activities(1)
|
|
|
|
Fees/
Compensation
Paid to Lending
Agent (i.e.,
"revenue split")
|
|
|
|
Rebate Paid to
Borrowers
|
|
|
|
Amounts Paid
to Custodian
|
|
|
|
Aggregate Fees/
Compensation(2)
(B+C+D)
|
|
|
|
Net Income
(A-E)
|
|
|
|
Pear Tree Quality Fund
|
|
|
|
$355
|
|
|
|
$47
|
|
|
|
$39
|
|
|
|
$18
|
|
|
|
$104
|
|
|
|
$251
|
|
|
|
Pear Tree Axiom Emerging Markets World Equity Fund(3)
|
|
|
|
$1,788
|
|
|
|
$248
|
|
|
|
$135
|
|
|
|
$644
|
|
|
|
$1,027
|
|
|
|
$761
|
|
|
|
Pear Tree Polaris Small Cap Fund
|
|
|
|
$15,673
|
|
|
|
$2,059
|
|
|
|
$1,944
|
|
|
|
$1,852
|
|
|
|
$5,855
|
|
|
|
$9,818
|
|
|
|
Pear Tree Polaris International Opportunities Fund
|
|
|
|
$2,483
|
|
|
|
$368
|
|
|
|
$29
|
|
|
|
$163
|
|
|
|
$560
|
|
|
|
$1,923
|
|
|
(1)
Includes income from cash collateral reinvestment.
(2)
No fees were paid for cash collateral management services, administration services, indemnification, or other fees relating to the securities lending program sponsored by the Lending Agent.
(3)
Prior to December 8, 2018, Emerging Markets Fund had a different investment sub-adviser and pursued different principal investment strategies.
DISTRIBUTOR AND DISTRIBUTION PLAN
Distributor
U.S. Boston Capital Corporation, 55 Old Bedford Road, Suite 202, Lincoln, MA 01773 (“Distributor”), a Massachusetts corporation organized April 23, 1970, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”). The Distributor is an affiliate of the Manager by virtue of being under common ownership with the Manager. The Distributor acts as the principal distributor of the Pear Tree Funds’ shares pursuant to a written agreement (“Distribution Agreement”). Under the Distribution Agreement, the Distributor is not obligated to sell any specific amount of shares of the Pear Tree Funds and will purchase shares for resale only against orders for shares. The Distribution Agreement requires the Distributor to use its best efforts to secure purchasers for shares of the Pear Tree Funds.
Distribution Plan
Each Pear Tree Fund has adopted a distribution plan (the “12b-1 Plan”) on behalf of its Ordinary Shares pursuant to Rule 12b-1 under the 1940 Act to pay for the marketing and distribution of the Pear Tree Fund’s Ordinary Shares including all expenses of preparing, printing and distributing advertising and sales literature and for services provided to shareholders of the Pear Tree Fund’s Ordinary shares. The fee is not directly tied to the Distributor’s expenses. If expenses exceed the Distributor’s fees, the Pear Tree Fund is not required to reimburse the Distributor for excess expenses; if the Distributor’s fees exceed the expenses of distribution, the Distributor may realize a profit.
Each Pear Tree Fund pays the Distributor a monthly fee at the annual rate of 0.25 percent of the average daily net asset value of the Pear Tree Fund’s Ordinary Shares held in shareholder accounts opened during the period the 12b-1 Plan is in effect, as determined at the close of each business day during the month.
For the fiscal year ended March 31, 2020, the Pear Tree Funds paid to the Distributor fees pursuant to the 12b-1 Plan in the following amounts:
|
|
|
Ordinary Shares
|
|
Pear Tree Polaris Small Cap Fund
|
|
|
|
$
|
262,013
|
|
|
Pear Tree Quality Fund
|
|
|
|
$
|
317,775
|
|
|
Pear Tree Axiom Emerging Markets World Equity Fund
|
|
|
|
$
|
209,127
|
|
|
Pear Tree Polaris Foreign Value Fund
|
|
|
|
$
|
1,793,180
|
|
|
Pear Tree Polaris Foreign Value Small Cap Fund
|
|
|
|
$
|
502,024
|
|
|
Pear Tree Polaris International Opportunities Fund
|
|
|
|
$
|
163
|
|
|
Rule 12b-1 provides that any payments made by an investment company to a distributor must be made pursuant to a written plan describing all material aspects of the proposed financing of distributions and that all agreements with any person relating to implementation of the 12b-1 Plan must be in writing. Continuance of the 12b-1 Plan and the Distribution Agreement is subject to annual approval by a vote of the Trustees, including a majority of the Trustees who are not “interested persons” of the Pear Tree Funds and have no direct or indirect financial interest in the operation of the plan or related agreements (“Qualified Trustees”), cast in person at a meeting called for the purpose. The 12b-1 Plan may be terminated as to a Pear Tree Fund by the vote of a majority of the Qualified Trustees, or by the vote of a majority of the outstanding voting securities of the Pear Tree Fund. All material amendments to the 12b-1 Plan as they relate to a Pear Tree Fund must be approved by the Qualified Trustees and any amendment to increase materially the amount to be spent pursuant to the 12b-1 Plan must be approved by the vote of a majority of the outstanding voting securities of the Pear Tree Fund. The Trustees review quarterly a written report of the amounts so expended and the purposes for which such expenditures were made. The 12b-1 Plans also terminate automatically upon assignment.
Marketing and Intermediary Support Payments/Revenue Sharing Arrangements.
In addition to payments made by the Pear Tree Funds to the Distributor under the 12b-1 Plan, to support distribution and servicing efforts, the Manager may make payments to certain intermediaries or their affiliates, including the Distributor out of its own assets and not the Pear Tree Funds’ assets.
In this regard, the Manager currently pays the Distributor a monthly fee at the annual rate of up to (a) 0.30 percent of the average net asset value of Institutional Shares and R6 Shares of the Pear Tree Funds held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record, and (b) 0.25 percent of the average net asset value of Ordinary Shares of the Pear Tree Funds held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record. In addition, the Manager may pay, as needed, additional amounts to support distribution and servicing efforts.
The Manager also maintains the discretion to pay fees out of its own assets to unaffiliated brokers in excess of the amount paid out to such brokers by the Distributor pursuant to the 12b-1 Plan as a condition of such unaffiliated brokers agreeing to sell shares of the Pear Tree Funds. In this regard, the Manager has established arrangements for the Pear Tree Funds to be included on platforms or “supermarkets” sponsored by a number of unaffiliated brokers. Participation in these systems generally involves fixed set-up fees and ongoing fees based upon the higher of either a percentage of assets (up to 0.40 percent under certain current arrangements) in the subject Pear Tree Fund(s) maintained through the platform or a flat fee. Such fees are first paid out of fees received by the Distributor pursuant to the 12b-1 Plan, to the extent applicable to a class of the Pear Tree Funds, and any remainder is paid by the Manager out of its own assets (and not the Pear Tree Funds’ assets).
The Manager and the Distributor (“Pear Tree Affiliates”) make these payments from their own resources (and not out of the assets of the Pear Tree Funds), which include resources that derive from compensation for providing services to the Pear Tree Funds. Such additional payments are not reflected in and do not change the expenses paid by investors for the purchase of a share of the Pear Tree Funds as set forth in the “Fees and Expenses” table in the Prospectus. These additional payments are described below. The Pear Tree Funds, the Manager and the Sub-Advisers do not consider an intermediary’s sales of Pear Tree Fund shares as a factor when choosing brokers or dealers to effect portfolio transactions for the Pear Tree Funds.
No dealer compensation is paid from fund assets on sales of R6 Shares. R6 Shares do not carry sales commissions, pay Rule 12b-1 fees, or make payments to financial intermediaries to assist in the Distributor’s efforts to promote the sale of Pear Tree Fund shares. Neither the Manager nor its affiliates make any type of administrative or service payments in connection with investments in R6 Shares.
A financial intermediary’s receipt of additional compensation may create conflicts of interest between the financial intermediary and its clients. Each type of payment discussed below may provide your financial intermediary with an economic incentive to actively promote the Pear Tree Funds over other mutual funds or cooperate with the Distributor’s promotional efforts. The receipt of additional compensation for Pear Tree Affiliates may be an important consideration in a financial intermediary’s willingness to support the sale of Pear Tree Fund shares through the financial intermediary’s distribution system. Pear Tree Affiliates are motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of financial intermediaries. In certain cases, these payments could be significant to the financial intermediary. The financial intermediary may charge additional fees or commissions other than those disclosed in the Prospectus. Financial intermediaries may categorize and disclose these arrangements differently than Pear Tree Affiliates do. To the extent financial intermediaries sell more shares of the Pear Tree Funds or retain shares of the Pear Tree Funds in their clients’ accounts, Pear Tree Affiliates benefit from the incremental management and other fees paid to Pear Tree Affiliates by the Pear Tree Funds with respect to those assets.
Administrative and Processing Support Payments.
Pear Tree Affiliates also may make payments to certain financial intermediaries that sell Pear Tree Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts, to the extent that the Pear Tree Funds do not pay for these costs directly. Pear Tree Affiliates also may make payments to certain financial intermediaries that sell Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Pear Tree Affiliates may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial intermediary, payment of networking fees in connection with certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial intermediary’s mutual fund trading system.
The same financial intermediary may receive payments under more than one arrangement described herein. Many financial intermediaries that sell shares of the Pear Tree Fund receive one or more types of these payments. A Pear Tree Affiliate negotiates these arrangements individually with financial intermediaries and the amount of payments and the specific arrangements may differ significantly.
As of July 1, 2020, the Manager anticipates that the following financial intermediaries or their affiliates may receive revenue sharing payments as described in the Prospectus and this SAI:
Ascensus/EFC Financial Services
Benefit Plans Administrative Services
BMO Harris Bank
Charles Schwab & Co., Inc.
Edward Jones
Fidelity Institutional Operations Co
GWFS Equities, Inc.
Goldman, Sachs & Co
John Hancock
J.P. Morgan
LPL Financial LLC
Merrill Lynch
Morgan Stanley Smith Barney
MSCS Financial Services
National Financial Services LLC
Nationwide Financial Services
Pershing LLC
Raymond James Assoc.
Reliance Trust Company
T Rowe Price
TD Ameritrade
TD Ameritrade Trust Company
Trust Company of America/TC Advisors Network
UBS Financial Services
U.S. Bank N.A.
Vanguard Brokerage Services
Vanguard Retirement Services
Voya Retirement Insurance and Annuity Company
Please contact your financial intermediary for details about any payment it receives from Pear Tree Affiliates or the Pear Tree Funds, as well as about fees and/or commissions it charges.
Other service providers to the PEAR TREE FundS
Custodian
UMB Bank n.a. (the “Custodian”) is the custodian of the Pear Tree Funds’ securities and cash. The Custodian is not affiliated with the Manager. The Custodian’s responsibilities include safekeeping and controlling the Pear Tree Funds’ cash and securities, handling the receipt and delivery of securities, determining income and collecting interest and dividends on the Pear Tree Funds’ investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts, and calculating the daily net asset value of each class of shares of each Pear Tree Fund. The Custodian does not determine the investment policies of any Pear Tree Fund or decide which securities a Pear Tree Fund will buy or sell. The Pear Tree Funds may, however, invest in securities of the Custodian and may deal with the Custodian as principal in securities transactions. Custodial services are performed at the Custodian’s office at 928 Grand Boulevard, 5th Floor, Kansas City, Missouri 64106.
Co-Administrators
Pear Tree Advisors, Inc. (the “PT CO-Administrator”) serves as a co-administrator to the Pear Tree Funds and provides certain administrative services to the Pear Tree Funds under an Administration Agreement. Pursuant to the Administration Agreement, each Pear Tree Fund shall pay to the PT CO-Administrator an annual fee of 0.03% of net assets for which the manager acts as a co-administrator. For the fiscal year ended March 31, 2020, the PT CO-Administrator has received fees in the amount of $1,371,292. Fund administration services are performed at the PO CO-Administrator’s offices at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
UMB Fund Services, Inc. (the “UMB CO-Administrator”) also serves as a co-administrator to the Pear Tree Funds and provides certain other administrative services to the Pear Tree Funds pursuant to an agreement. The UMB CO-Administrator is not affiliated with the Manager. Fund administration services are performed at the UMB CO-Administrator’s offices at 235 West Galena Street, Milwaukee, Wisconsin 53212.
Transfer Agent
Pear Tree Institutional Services (“Transfer Agent”), a division of the Manager, is the transfer agent and dividend disbursing agent for each Pear Tree Fund. Account balances and other shareholder inquiries can be directed to the Transfer Agent at 800-326-2151. The Transfer Agent receives a base fee of 0.16 percent of average total net asset value of each class of shares of each Pear Tree Fund, other than R6 Shares. With respect to R6 Shares, the Transfer Agent receives a base fee of 0.01 percent of average total net asset value of a Pear Tree Fund attributable to R6 Shares. The Transfer Agent is also reimbursed for out of pocket expenses and for other services approved by the Trustees.
All mutual fund transfer, dividend disbursing, and shareholder services activities are performed at the offices of the Transfer Agent, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773. In certain instances, other intermediaries may perform some or all of the transaction processing, recordkeeping or shareholder services which would otherwise be provided by Transfer Agent. The Transfer Agent or its affiliates may make payments, out of their own assets, to intermediaries, including those that sell shares of each Pear Tree Fund, for transaction processing, recordkeeping or shareholder services (up to 0.25 percent under certain current arrangements).
For example, Pear Tree Fund shares may be owned by certain intermediaries for the benefit of their customers. Because the Transfer Agent often does not maintain Pear Tree Fund accounts for shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by intermediaries. In addition, retirement plans may hold Fund shares in the name of the plan, rather than in the name of the participant. Plan record keepers, who may have affiliated financial intermediaries who sell shares of the Pear Tree Funds, may, at the discretion of a retirement plan’s named fiduciary or administrator, be paid for providing services that would otherwise have been performed by the Transfer Agent or an affiliate. Payments may also be made to plan trustees to defray plan expenses or otherwise for the benefit of plan participants and beneficiaries. For certain types of tax-exempt plans, payments may be made to a plan custodian or other entity which holds plan assets. Payments may also be made to offset charges for certain services such as plan participant communications, provided by the Transfer Agent or an affiliate or by an unaffiliated third party.
Further, subject to the approval of the Trustees, the Transfer Agent or the Pear Tree Funds may from time to time appoint a sub-transfer agent for the receipt of purchase and sale orders and funds from certain investors.
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP, is the independent registered public accounting firm for each Pear Tree Fund. The independent registered public accounting firm conducts an annual audit of the Pear Tree Funds’ financial statements, assists in the preparation of federal and state income tax returns and consults with the Pear Tree Funds as to matters of accounting and federal and state income taxation.
Counsel to the Independent Trustees and the Funds
Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts 02109, serves as counsel to Pear Tree Funds and the Independent Trustees.
PORTFOLIO TRANSACTIONS
Investment Decisions.
Investment decisions for each Pear Tree Fund are made by the Manager or the Sub-Adviser to such Fund with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In some instances, one client may sell a particular security to another client. It also happens that two or more clients simultaneously buy or sell the same security, in which event each day’s transactions in such security are, insofar as possible, allocated between such clients in a manner designed to be equitable to each, taking into account among other things the amount being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients.
Brokerage and Research Services.
Transactions on stock exchanges and other agency transactions involve the payment by a Pear Tree Fund of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price paid by a Pear Tree Fund usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid includes a disclosed, fixed commission or discount retained by the underwriter or dealer.
All orders for the purchase and sale of portfolio securities for each Pear Tree Fund are placed, and securities for the Pear Tree Fund bought and sold, through a number of brokers and dealers. In so doing, the Manager or Sub-Adviser for the Pear Tree Fund uses its best efforts to obtain for the Pear Tree Fund the most favorable price and execution available, except to the extent that it may be permitted to pay higher brokerage commissions as described below. In seeking the most favorable price and execution, the Manager or Sub-Adviser, having in mind the Pear Tree Fund’s best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer in other transactions.
It has for many years been common practice in the investment advisory business for sub-advisers of investment companies and other institutional investors to receive research, statistical and quotation services from broker-dealers which execute portfolio transactions for the clients of such sub-advisers. Consistent with this practice, each Sub-Adviser and the Manager may receive research, statistical and quotation services from certain broker-dealers with which the Manager or Sub-Adviser place a Pear Tree Fund’s portfolio transactions. These services, which in some instances may also be purchased for cash, include such matters as general economic and securities market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to a Sub-Adviser or the Manager in advising various of their clients (including the Pear Tree Fund), although not all of these services are necessarily useful and of value in advising the Pear Tree Fund. The fees paid to the Sub-Adviser by the Manager or paid to the Manager by the Pear Tree Fund are not reduced because the Sub-Advisers or the Manager receive such services.
As permitted by Section 28(e) of the 1934 Act, and by each Advisory Contract, the Manager or Sub-Advisers may cause the Pear Tree Fund to pay a broker-dealer which provides “brokerage and research services” (as defined in that 1940 Act) to the Manager or Sub-Advisers an amount of disclosed commission for effecting a securities transaction for the Pear Tree Funds in excess of the commission which another broker-dealer would have charged for effecting that transaction. The Manager’s or Sub-Advisers’ authority to cause a Pear Tree Fund to pay any such greater commissions is subject to such written policies as the Trustees may adopt from time to time.
Consistent with the Conduct Rules of FINRA and with the requirements of Rule 12(b)-1(h)(1) of the 1940 Act, and, subject to seeking the most favorable price and execution available and such other policies as the Trustees may determine, the Manager or Sub-Advisers may use broker-dealers who sell shares of the Pear Tree Funds to execute portfolio transactions for the Pear Tree Funds.
Pursuant to conditions set forth in rules of the SEC, the Pear Tree Funds may purchase securities from an underwriting syndicate of which U.S. Boston Capital Corporation is a member (but not from U. S. Boston Capital Corporation itself). The conditions relate to the price and amount of the securities purchased, the commission or spread paid, and the quality of the issuer. The rules further require that such purchases take place in accordance with procedures adopted and reviewed periodically by the Trustees, particularly those Trustees who are not “interested persons” of the Pear Tree Fund.
Brokerage commissions paid by the Pear Tree Funds on portfolio transactions for the three most recently ended fiscal year ended March 31 as follows:
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
Pear Tree Polaris Small Cap Fund
|
|
|
|
$
|
53,069
|
|
|
|
|
$
|
79,588
|
|
|
|
|
$
|
84,571
|
|
|
Pear Tree Quality Fund
|
|
|
|
$
|
66,845
|
|
|
|
|
$
|
80,348
|
|
|
|
|
$
|
58,346
|
|
|
Pear Tree Axiom Emerging Markets World Equity Fund*
|
|
|
|
$
|
51,383
|
|
|
|
|
$
|
165,251
|
|
|
|
|
$
|
161,110
|
|
|
Pear Tree Polaris Foreign Value Fund
|
|
|
|
$
|
1,197,137
|
|
|
|
|
$
|
1,669,385
|
|
|
|
|
$
|
1,752,285
|
|
|
Pear Tree Polaris Foreign Value Small Cap Fund
|
|
|
|
$
|
811,606
|
|
|
|
|
$
|
1,189,809
|
|
|
|
|
$
|
793,966
|
|
|
Pear Tree Polaris International Opportunities Fund**
|
|
|
|
$
|
-
|
|
|
|
|
$
|
10,128
|
|
|
|
|
$
|
33,364
|
|
|
*
Prior to December 8, 2018, Emerging Markets Fund had a different investment sub-adviser and pursued different principal investment strategies.
**
Prior to November 15, 2019, International Opportunity Fund had a different investment sub-adviser and pursued different principal investment strategies.
None of such commissions was paid to a broker who was an affiliated person of the Pear Tree Funds or an affiliated person of such a person or, to the knowledge of the Pear Tree Funds, to a broker an affiliated person of which was an affiliated person of the Pear Tree Funds, the Manager or any Sub-Adviser.
Disclosure of Portfolio Holdings
The Trustees have adopted, on behalf of the Pear Tree Funds, policies and procedures relating to disclosure of the Pear Tree Funds’ portfolio securities. These policies and procedures are designed to protect the confidentiality of each Pear Tree Fund’s portfolio holdings and to prevent the selective disclosure of such information by providing a framework for disclosing information regarding portfolio holdings, portfolio composition or other portfolio characteristics consistent with applicable regulations of the federal securities laws and general principles of fiduciary duty relating to fund shareholders.
Confidential Dissemination to Outside Parties
The Manager or a Sub-Adviser may disclose the Pear Tree Funds’ portfolio holdings information to unaffiliated parties prior to the time such information has been disclosed to the public through a filing with the SEC only if an Authorized Person (as defined below) determines that:
there is a legitimate business purpose for the disclosure; and
the recipient is subject to a confidentiality agreement or a duty not to trade on or disclose the nonpublic information.
A legitimate business purpose includes disseminating or providing access to portfolio information to:
the Trust’s service providers (e.g., custodian, counsel, independent auditors) in order for the service providers to fulfill their contractual duties to the Trust;
a newly hired sub-adviser prior to the sub-adviser commencing its duties;
the sub-adviser of a Pear Tree Fund that will be the surviving Pear Tree Fund in a merger; and
firms that provide pricing services, proxy voting services and research and trading services.
The confidentiality agreement must contain the following provisions:
The Pear Tree Fund’s portfolio information is the confidential property of the Pear Tree Fund and may not be used for any purpose except in connection with the provision of services to the Pear Tree Fund;
The information may not be traded upon; and
The recipient agrees to limit access to the information to its employees and agents who shall be subject to a duty to keep and treat such information as confidential.
Currently, arrangements are in place to make available portfolio holdings information to the following Service Providers.
|
Name of Entity
|
|
|
Type of Service
|
|
|
Frequency
|
|
|
Lag Time
|
|
|
UMB Bank, n.a.
|
|
|
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
|
|
The information that may be disseminated to such outside parties is limited to information that the Sub-Adviser believes is reasonably necessary in connection with the services to be provided by the recipient.
Non-public portfolio information may not be disseminated for compensation or other consideration.
The Trust’s Chief Compliance Officer, General Counsel, principal executive or principal accounting officer, or persons designated by such officers, (each, an “Authorized Person”) is authorized to disseminate nonpublic portfolio information, but only in accordance with these procedures.
Any exceptions to these procedures may be made only if approved by the Trust’s Chief Compliance Officer as in the best interests of the Trust, and only if such exceptions are reported to the Trustees at its next regularly scheduled meeting.
Dissemination within the Manager and Sub-Advisers
Dissemination of nonpublic portfolio information to employees of the Manager and Sub-Advisers shall be limited to those persons:
who are subject to a duty to keep such information confidential; and
who need to receive the information as part of their duties.
Dissemination to Shareholders
As a general matter, the Trust disseminates portfolio holdings to shareholders only in the Annual or Semiannual Reports or in other formats that are generally available on a contemporaneous basis to all such shareholders or the general public.
Shareholder Reports. The Trust publicly discloses their portfolio holdings twice a year in the annual and semi-annual report to shareholders. These reports must be mailed within 60 days after the end of the reporting period. These reports are filed with the SEC.
Form N-Port (formerly Form N-Q). The Trust is required to file for each Pear Tree Fund its complete portfolio holdings as an exhibit to Form N-Port as of the close of the first and third quarters of each year. The reports must be filed with the SEC not later than 60 days after the close of the quarter. Copies of the Trust's Form N-Port are available on the SEC's website at www.sec.gov.
On the Trust’s website www.peartreefunds.com. Pear Tree Funds’ full securities holdings are generally posted monthly, but at least quarterly, approximately 7 business days after month or quarter end.
Disclosures Required by Law
No provision of these procedures is intended to restrict or prevent the disclosure of portfolio holding information that may be required by applicable law or which are requested by governmental authorities.
Periodic Review
Compliance with the Trust’s portfolio holdings disclosure policy is subject to periodic review by the Trustees, including a review of any exceptions permitted under the policy.
SHARES OF THE TRUST
Pear Tree Fund Shares, Generally
The Trust has an unlimited authorized number of shares of beneficial interest that may, without shareholder approval, be divided into an unlimited number of series of such shares and an unlimited number of classes of shares of any such series. Shares are presently divided into six series of shares, each comprised of three classes of shares: Ordinary Shares, Institutional Shares, and R6 Shares. There are no rights of conversion between shares of different Pear Tree Funds granted by the Second Amended and Restated Agreement and Declaration of Trust, but holders of shares of a class of a Pear Tree Fund may exchange all or a portion of their shares for shares of a like class in another Pear Tree Fund (subject to their respective minimums). No exchanges are permitted from one class of shares to different class of shares.
These shares are entitled to one vote per share (with proportional voting for fractional shares) on such matters as shareholders are entitled to vote, including the election of Trustees. Shares vote by individual Pear Tree Fund (or class thereof under certain circumstances) on all matters except that (i) when the 1940 so requires, shares shall be voted in the aggregate and not by individual Pear Tree Fund and (ii) when the Trustees of the Trust have determined that a matter affects only the interest of one or more the Pear Tree Funds, then only holders of shares of such Pear Tree Fund shall be entitled to vote thereon.
There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, at which time the Trustees then in office will call a shareholders’ meeting for the election of Trustees. In addition, Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares of each Pear Tree Fund and filed with the Pear Tree Fund or by a vote of the holders of two-thirds of the outstanding shares of each Pear Tree Fund at a meeting duly called for that purpose, which meeting shall be held upon the written request of the holders of not less than 10 percent of the outstanding shares. Upon written request by ten or more shareholders, who have been such for at least six months and who hold, in the aggregate, shares having a net asset value of at least $25,000, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a Trustee, the Pear Tree Funds have undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, the Trustees shall continue to hold office and may appoint their successors.
Shares are freely transferable, are entitled to dividends as declared by the Trustees, and in liquidation of the Pear Tree Fund or Trust are entitled to receive the net assets of their Pear Tree Fund, but not of the other Pear Tree Funds. Shareholders have no preemptive rights. The Pear Tree Funds’ fiscal year ends on the last day of March.
Under Massachusetts law, shareholders could, under certain circumstances, be held liable for the obligations of the Pear Tree Funds. However, the Second Amended and Restated Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Pear Tree Funds and requires notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Pear Tree Funds or the Trustees. The Second Amended and Restated Agreement and Declaration of Trust provides for indemnification out of a Pear Tree Fund’s property for all loss and expense of any shareholder of that Pear Tree Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Pear Tree Fund of which he was a shareholder would be unable to meet its obligations.
Code of Ethics
The Trust, the Manager, the Sub-Advisers and the Distributor each have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics permit employees to invest in securities for their own accounts, including securities that may be purchased or held by the Pear Tree Funds. The Codes of Ethics are on public file with, and are available from, the Commission.
How to Invest
The procedures for purchasing shares of the Pear Tree Fund are summarized in the Prospectus under the caption HOW TO PURCHASE.
Pear Tree Funds have authorized one or more brokers to receive purchase and redemption orders on their behalf. Authorized brokers may designate other intermediaries to receive purchase and redemption orders on the Pear Tree Funds’ behalf. A Pear Tree Fund will be deemed to have received a purchase or redemption order when an authorized broker, or if applicable, a broker’s authorized designee, receives the purchase or redemption order. Purchase and redemption orders will be priced at the net asset value per share of the Pear Tree Fund next computed for the appropriate class of shares next computed after the purchase or redemption order is received in good order by an authorized broker or the broker’s authorized designee and accepted by the Pear Tree Fund.
Exchange of Securities for Shares of the Pear Tree Funds.
Applications to exchange common stocks for Pear Tree Fund shares must be accompanied by stock certificates (if any) and stock powers with signatures guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. Securities accepted by a Pear Tree Fund will be valued as set forth under CALCULATION OF NET ASSET VALUE in the Prospectus as of the time of the next determination of net asset value after such acceptance. Shares of a Pear Tree Fund are issued at net asset value determined as of the same time. All dividends, subscription, or other rights which are reflected in the market price of accepted securities at the time of valuation become the property of the Pear Tree Funds and must be delivered to the Pear Tree Funds by the investor upon receipt from the issuer. A gain or loss for Federal income tax purposes would be realized by the investor upon the exchange depending upon the cost of the securities tendered.
Open Account System.
Under the Pear Tree Funds’ Open Account System all shares purchased are credited directly to your account in the designated Pear Tree Fund at the time of purchase. All shares remain on deposit with the Transfer Agent. No certificates are issued.
The following services are currently offered by the Open Account System:
You may make additional investments in a Pear Tree Fund by sending a check in U.S. dollars (made payable to “Pear Tree Funds”) to the Pear Tree Funds, by wire, or by online ACH transactions, as described under HOW TO PURCHASE in the Prospectus.
You may select one of the following distribution options which best fits your needs.
REINVESTMENT PLAN OPTION: Income dividends and capital gain distributions paid in additional shares at net asset value.
INCOME OPTION: Income dividends paid in cash, capital gain distributions paid in additional shares at net asset value.
CASH OPTION: Income dividends and capital gain distributions paid in cash.
You should indicate the Option you prefer, as well as the other registration details of your account, on the Account Application. The Reinvestment Plan Option will automatically be assigned unless you select a different option. Dividends and distributions paid on a class of shares of a Pear Tree Fund will be paid in shares of such class taken at the per share net asset value of such class determined at the close of business on the ex-date of the dividend or distribution or, at your election, in cash.
You will receive a confirm setting forth the most recent transactions in your account after each transaction which affects your share balance.
The cost of services rendered under the Open Account System to the holders of a particular class of shares of a Pear Tree Fund are borne by that class as an expense of all shareholders of that class. However, in order to cover additional administrative costs, any shareholder requesting a historical transcript of his account will be charged a fee based upon the number of years researched. There is a minimum fee of $5. The right is reserved on 60 days’ written notice to make charges to individual investors to cover other administrative costs of the Open Account System.
Tax Deferred Retirement Plans.
Accounts Offered by Pear Tree Funds. The Pear Tree Funds offer tax-deferred accounts, for which UMB Bank, n.a. acts as custodian, including:
Traditional Individual Retirement Accounts (IRAs);
Roth IRAs; and
Simplified Employee Pension plans (SEP-IRAs).
Agreements to establish these kinds of accounts and additional information about them, including information about fees and charges, are available from the Distributor. There are many detailed rules, including provisions of tax law, governing each of these kinds of accounts. Investors considering participation in any of these plans should consult with their attorneys or tax advisers with respect to the establishment and maintenance of any of these plans. The following is some very general information about them.
Contributions to a traditional IRA will generally be deductible if the individual for whom the account is established is not an active participant in an employer-sponsored plan; contributions may be deductible in whole or in part if the individual is such a participant, depending on the individual’s income. Distributions from traditional IRAs are generally taxable as ordinary income. Contributions to a Roth IRA are generally not deductible. However, withdrawals generally may not be taxable if certain requirements are met. In either case, capital gains and income earned on Pear Tree Fund shares held in an IRA are generally not taxable as long as they are held in the IRA.
Other Retirement Plans. Pear Tree Fund shares also may be made available as an investment under other tax-favored retirement plans, such as qualified pension plans and qualified profit-sharing plans, including 401(k) plans.
How to Exchange
The procedures for exchanging shares of one Pear Tree Fund for those of another Pear Tree Fund are also described in the Prospectus under HOW TO EXCHANGE.
An exchange involves a redemption of all or a portion of shares of one class of a Pear Tree Fund and the investment of the redemption proceeds in shares of a like class in another Pear Tree Fund. The redemption will be made at the per share net asset value of the particular class of shares of a Pear Tree Fund being redeemed which is next determined after the exchange request is received in proper order.
The shares of the particular class of shares of a Pear Tree Fund being acquired will be purchased when the proceeds from the redemption become available, normally on the day of the exchange request, at the per share net asset value of such class next determined after acceptance of the purchase order by the Pear Tree Fund being acquired in accordance with the customary policy of that Pear Tree Fund for accepting investments.
The exchange of shares of one class of a Pear Tree Fund for shares of a like class of another Pear Tree Fund will constitute a sale for federal income tax purposes on which the investor will realize a capital gain or loss.
The exchange privilege may be modified or terminated at any time, and the Pear Tree Funds may discontinue offering shares of any Pear Tree Fund or any class of any Pear Tree Fund generally or in any particular State without notice to shareholders.
How To Redeem
The procedures for redeeming shares of the Pear Tree Fund are described in the Prospectus under “How to Redeem,” below
Proceeds will normally be forwarded on the second day on which the New York Stock Exchange is open after a redemption request is received and in good order and processed; however, the Pear Tree Funds reserve the right to take up to seven days to make payment. This amount may be more or less than the shareholder’s investment and thus may involve a capital gain or loss for tax purposes. If the shares to be redeemed represent an investment made by check or through the automatic investment plan, the Pear Tree Funds reserve the right not to honor the redemption request until the check or monies have been collected.
The Pear Tree Funds will normally redeem shares for cash, however, the Pear Tree Funds reserve the right to pay the redemption price wholly or partially in kind if the Trustees determine it to be advisable and in the interest of the remaining shareholders of a Pear Tree Fund. The redemptions in kind will be selected by the Manager or Sub-Adviser in light of the Pear Tree Fund’s objective and will not generally represent a pro rata distribution of each security held in the Pear Tree Fund’s portfolio. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage commissions upon subsequent disposition of any such securities. However, the Pear Tree Funds shall redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1 percent of the total net asset value of the Pear Tree Fund at the beginning of such period. A redemption constitutes a sale of shares for federal income tax purposes on which the investor may realize a long- or short-term capital gain or loss. See also “Taxation,” below.
Shareholders are entitled to redeem all, or any portion of the shares credited to their accounts by submitting a written request for redemption to the Pear Tree Funds. Shareholders who redeem more than $100,000, or request that the redemption proceeds be paid to someone other than the shareholders of record or sent to an address other than the address of record, must have their signature(s) guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. If the shareholder is a corporation, partnership, agent, fiduciary or surviving joint owner, the Pear Tree Funds may require additional documentation of a customary nature. Shareholders who have authorized the Pear Tree Funds to accept telephone instructions may redeem shares credited to their accounts by telephone. Once made, a telephone request may not be modified or canceled.
The Pear Tree Funds and the Transfer Agent will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. If the Pear Tree Funds and the Transfer Agent fail to do so, they may be liable for any losses due to unauthorized or fraudulent transactions. The Pear Tree Funds provide written confirmation of all transactions effected by telephone and will only mail the proceeds of telephone redemptions to the redeeming shareholder’s address of record.
The Transfer Agent will assess a fee for overnight delivery or to wire the proceeds of a redemption. Such fee will be subtracted from the net redemption amount.
Excessive Trading
The Pear Tree Funds intend to deter market timing activities and do not have any agreements to permit any person to market time in the Pear Tree Funds. See “Excessive Trading” in the Prospectus for more information on the Pear Tree Funds’ policies.
Calculation of Net Asset Value
Portfolio securities are valued each business day at the last reported sale price up to the close of the New York Stock Exchange (ordinarily 4:00 p.m., Eastern time). Where applicable and appropriate, portfolio securities will be valued using the NASDAQ Official Closing Price. If there is no such reported sale, the securities generally are valued at the mean between the last reported bid and asked prices. For certain securities, where no such sales have been reported, the Pear Tree Fund may value such securities at the last reported bid price. In the event that there is information suggesting that valuation of such securities based upon bid and/or asked prices may not be accurate, a Pear Tree Fund may value such securities in good faith at fair value in accordance with procedures established by the trustees, which may include a determination to value such securities at the last reported sale price.
Securities quoted in foreign currencies are translated into U.S. dollars, based upon the prevailing exchange rate on each business day. Other assets and securities for which no quotations are readily available are valued at fair value as determined in good faith using procedures approved by the Trustees. The Pear Tree Fund translates prices for its investments quoted in foreign currencies into U.S. dollars at current exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect the Pear Tree Fund’s net asset value. Because foreign markets may be open at different times than the New York Stock Exchange, the value of the Pear Tree Fund’s shares may change on days when shareholders are not able to buy or sell them. If events materially affecting the values of the Pear Tree Fund’s foreign investments occur between the close of foreign markets and the close of regular trading on the New York Stock Exchange, these investments will be valued at their fair value.
The fair value of any restricted securities from time to time held by a Pear Tree Fund is determined by its Sub-Adviser in accordance with procedures approved by the Trustees. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of such securities is generally determined as the amount that the Pear Tree Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. The valuation procedures applied in any specific instance are likely to vary from case to case. However, consideration is generally given to the financial position of the issuer and other fundamental analytical data relating to the investment and to the nature of the restrictions on disposition of the securities (including any registration expenses that might be borne by the Pear Tree Fund in connection with such disposition). In addition, such specific factors are also generally considered as the cost of the investment, the market value of any unrestricted securities of the same class (both at the time of purchase and at the time of valuation), the size of the holding, the prices of any recent transactions or offers with respect to such securities and any available analysts’ reports regarding the issuer. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost.
Market quotations are not considered to be readily available for long-term corporate bonds, debentures and notes; such investments are stated at fair value on the basis of valuations furnished by a pricing service, approved by the Trustees, which determines valuations for normal, institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
For purposes of determining the net asset value per share of each class of a Pear Tree Fund, all assets and liabilities initially expressed in foreign currencies will be valued in U.S. dollars at the mean between the bid and asked prices of such currencies against U.S. dollars.
Generally, trading in foreign securities, as well as corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times prior to 4:00 p.m. Eastern time upon the close of business on the primary exchange for such securities. The values of such securities used in determining the net asset value of the Pear Tree Funds’ shares are computed as of such other times. Foreign currency exchange rates are also generally determined prior to 4:00 p.m. Eastern time. Occasionally, events affecting the value of such securities may occur between such times and 4:00 p.m. Eastern time which will not be reflected in the computation of the Pear Tree Funds’ net asset value. If events materially affecting the value of the Pear Tree Funds’ securities occur during such a period, then these securities will be valued at their fair value as determined in good faith by the Manager in accordance with procedures approved by the Trustees.
Expenses of the Pear Tree Funds directly charged or attributable to any Pear Tree Fund will be paid from the assets of that Pear Tree Fund. 12b-1 Plan expenses will be borne by holders of Ordinary Shares of the Pear Tree Funds in accordance with the 12b-1 Plan. General expenses of the Pear Tree Funds will be allocated among and charged to the assets of the respective Pear Tree Funds on the basis set forth in the 18f-3 Plan, which may be the relative assets of each Pear Tree Fund or Class.
Price of Shares
Orders received by an investment dealer or authorized designee, the Transfer Agent or a Pear Tree Fun dafter the time of the determination of the net asset value will be entered at the next calculated offering price. Note that investment dealers or other intermediaries may have their own rules about share transactions and may have earlier cut-off times than those of the Pear Tree Funds. For more information about how to purchase through your intermediary, contact your intermediary directly.
Prices that appear in the newspaper do not always indicate prices at which you will be purchasing and redeeming shares of a Pear Tree Fund, since such prices generally reflect the previous day’s closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4:00 p.m. Eastern time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open. If, for example, the New York Stock Exchange closes at 1:00 p.m., a Pear Tree Fund’s share price would still be determined as of 4:00 p.m. Eastern time.
Distributions
Each Pear Tree Fund will be treated as a separate entity for federal income tax purposes (see “Taxation,” below) with its net realized gains or losses being determined separately, and capital loss carryovers determined and applied on a separate Pear Tree Fund basis.
TAXATION
The following discussion summarizes certain U.S. federal income tax considerations generally affecting the Pear Tree Funds and their shareholders. This discussion does not provide a detailed explanation of all tax consequences and cannot address the particular circumstances of any individual shareholder. Accordingly, potential shareholders are advised to consult their personal tax advisers with respect to the particular federal, state, local and foreign tax consequences to them of an investment in the Pear Tree Funds. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations issued thereunder, and judicial and administrative authorities as in effect on the date of this Statement of Additional Information, all of which are subject to change, which change may be retroactive. This summary addresses only the consequences to shareholders that are U.S. persons under the Code and does not apply to shareholders that are subject to special treatment under the Code.
Each Pear Tree Fund intends to elect each year to be taxed as a regulated investment company (“RIC”) under Subchapter M of the Code. As described below, for so long as a Pear Tree Fund continues to qualify as a RIC, such Fund generally will not be subject to taxation at the Pear Tree Fund level on the investment company taxable income (before the dividends paid deduction) and the net capital gains that it distributes to its shareholders.
In addition to making an affirmative election to be taxed as a RIC, each Pear Tree Fund must meet the requirements set forth in Code section 851 with respect to its (a) sources of income, (b) diversity of holdings and (c) minimum distributions to its shareholders, each as described below.
A Pear Tree Fund will meet the income test if it derives at least 90 percent of its gross income from the following sources in each taxable year: (i) dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies; and (ii) interests in “qualified publicly traded partnerships’’ (as defined in the Code).
The diversity of holdings requirement is met if at the end of each quarter of each taxable year (i) at least 50 percent of the market value of the Pear Tree Fund’s total assets consists of a combination of cash and cash equivalents, U.S. government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5 percent of the value of the Pear Tree Fund’s total assets and not more than 10 percent of the outstanding voting securities of such issuer and (ii) not more than 25 percent of the market value of the Pear Tree Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of (A) any one issuer, (B) any two or more issuers that the Pear Tree Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses or (C) any one or more ‘‘qualified publicly traded partnerships’’ (as defined in the Code).
The minimum distribution requirement is met if the Pear Tree Fund distributes to its shareholders each taxable year at least the sum of (i) 90 percent of the Pear Tree Fund’s investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income, other than any net capital gain, reduced by deductible expenses) determined without regard to the deduction for dividends paid and (ii) 90 percent of the Pear Tree Fund’s net tax-exempt interest (the excess of its gross tax-exempt interest over certain disallowed deductions).
As a RIC, a Pear Tree Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, that it distributes to shareholders. Each Pear Tree Fund intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income and net capital gains. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4 percent excise tax unless the Pear Tree Fund distributes at least 98 percent of its ordinary income (not taking into account any capital gains or losses) for the calendar year plus at least 98.2 percent of its capital gains in excess of its capital losses (adjusted for certain ordinary losses, as prescribed by the Code) for the one-year period ending on October 31 of the calendar year, and any ordinary income and capital gains for previous years that was not distributed during those years. A distribution will be treated as paid on December 31 of the current calendar year if it is declared by the Pear Tree Fund in October, November or December with a record date in such a month and paid by a Pear Tree Fund during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. To prevent application of the excise tax, each Pear Tree Fund intends to make its distributions in accordance with the calendar year distribution requirement.
If, in any taxable year, a Pear Tree Fund fails to qualify as a RIC and be accorded special tax treatment under the Code, it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Pear Tree Fund in computing its taxable income. In addition, the Pear Tree Fund’s distributions, to the extent derived from its current or accumulated earnings and profits, would constitute taxable dividends to shareholders. Moreover, the Pear Tree Fund would not be required to make any distributions to its shareholders. If a Pear Tree Fund fails to qualify as a RIC in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a RIC in any subsequent year. Moreover, if the Pear Tree Fund failed to qualify as a RIC for a period greater than one taxable year, the Pear Tree Fund may be required to recognize any net built-in gains with respect to certain of its assets (the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized if the Pear Tree Fund had been liquidated) in order to qualify as a RIC in a subsequent year.
Distributions paid out of a Pear Tree Fund’s investment company taxable income will be taxable to a U.S. shareholder as ordinary income, except to the extent that certain distributions of “qualified dividend income” are taxable at reduced rates when received by individuals. Qualified dividend income generally includes dividends received during the taxable year from domestic corporations and qualified foreign corporations. For an individual shareholder to benefit from the lower tax rate on qualified dividends (either 15 percent or 20 percent, depending on income levels), the shareholder must hold shares in the Pear Tree Fund, and the Pear Tree Fund must hold shares in the dividend-paying corporation, at least 61 days before the date on which the shareholder or the Pear Tree Fund, as the case may be, becomes entitled to receive the dividend. Furthermore, in determining the holding period for this purpose, any period during which the recipient’s risk of loss is offset by means of options, short sales or similar instruments is not included. Additionally, an individual shareholder would not benefit from the lower tax rate to the extent it or the Pear Tree Fund is obligated (e.g., pursuant to a short sale) to make related payments with respect to positions in substantially similar or related property. If a portion of a Pear Tree Fund’s income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Pear Tree Fund may be eligible for the corporate dividends-received deduction. Distributions of net capital gains, if any, designated as capital gain dividends are taxable to shareholders as long-term capital gains, regardless of how long the shareholder has held the Pear Tree Fund’s shares, and are not eligible for the dividends-received deduction. Shareholders receiving distributions in the form of additional shares, rather than cash, generally will have a cost basis in each such share equal to the net asset value of a share of the Pear Tree Fund on the reinvestment date. Shareholders will be notified annually as to the U.S. federal tax status of distributions and any tax withheld thereon and shareholders receiving distributions in the form of additional shares will receive a report as to the net asset value of those shares.
The taxation of equity options and over-the-counter options on debt securities is governed by Code section 1234. Pursuant to Code section 1234, the premium received by a Pear Tree Fund for selling a put or call option is not included in income at the time of receipt. If the option expires, the premium is short-term capital gain to the Pear Tree Fund. If a Pear Tree Fund enters into a closing transaction, the difference between the amount paid to close out its position and the premium received is short-term capital gain or loss. If a call option written by a Pear Tree Fund is exercised, thereby requiring the Pear Tree Fund to sell the underlying security, the premium will increase the amount realized upon the sale of such security and any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term depending upon the holding period of the security. With respect to a put or call option that is purchased by a Pear Tree Fund, if the option is sold, any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term depending upon the holding period of the option. If the option that is purchased by a Pear Tree Fund expires, the resulting loss is a capital loss and is long-term or short-term depending upon the holding period of the option. If the option that is purchased by a Pear Tree Fund is exercised, the cost of the option, in the case of a call option, is added to the basis of the purchased security and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss.
Certain options and futures contracts in which a Pear Tree Fund may invest are “section 1256 contracts.” Gains or losses on section 1256 contracts generally are considered 60 percent long-term and 40 percent short-term capital gains or losses; however, foreign currency gains or losses (as discussed below) arising from certain section 1256 contracts may be treated as ordinary income or loss. Also, section 1256 contracts held by a Pear Tree Fund at the end of each taxable year (and, generally, for purposes of the 4 percent excise tax, on October 31 of each year) are “marked-to-market” (that is, treated as sold at fair market value), resulting in unrealized gains or losses being treated as though they were realized.
Generally, the hedging transactions undertaken by the Pear Tree Fund may result in “straddles” for U.S. federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Pear Tree Fund. In addition, losses realized by the Pear Tree Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are
realized. Because only a few regulations implementing the straddle rules have been promulgated, the tax consequences to a Pear Tree Fund of engaging in hedging transactions are not entirely clear. Hedging transactions may increase the amount of short-term capital gain realized by a Pear Tree Fund which is taxed as ordinary income when distributed to shareholders. Each Pear Tree Fund may make one or more of the elections available under the Code which are applicable to straddles. If a Pear Tree Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions. Because the application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount that may be distributed to shareholders, and that will be taxed to them as ordinary income or long-term capital gain, may be increased or decreased as compared to a Pear Tree Fund that did not engage in such hedging transactions.
Notwithstanding any of the foregoing, a Pear Tree Fund may recognize gain (but not loss) from a constructive sale of certain “appreciated financial positions” if the Pear Tree Fund enters into a short sale, offsetting notional principal contract, futures or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated financial positions subject to this constructive sale treatment are interests (including options, futures and forward contracts and short sales) in stock, partnership interests, certain actively traded trust instruments and certain debt instruments. Constructive sale treatment does not apply to certain transactions closed on or before the 30th day after the close of the taxable year if the Pear Tree Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.
Unless certain constructive sale rules (discussed above) apply, a Pear Tree Fund will not realize gain or loss on a short sale of a security until it closes the transaction by delivering the borrowed security to the lender. Pursuant to Code section 1233, all or a portion of any gain arising from a short sale may be treated as short-term capital gain, regardless of the period for which the Pear Tree Fund held the security used to close the short sale. In addition, the Pear Tree Fund’s holding period of any security which is substantially identical to that which is sold short may be reduced or eliminated as a result of the short sale. Certain short sales against the box and other transactions, however, will be treated as a constructive sale of the underlying security held by the Pear Tree Fund, thereby requiring recognition of gain with respect to such securities and may result in long-term gain or loss if the underlying securities have been held for more than twelve months. Similarly, if a Pear Tree Fund enters into a short sale of property that becomes substantially worthless, the Pear Tree Fund will recognize gain at that time as though it had closed the short sale. Future Treasury regulations may apply similar treatment to other transactions with respect to property that becomes substantially worthless.
Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time a Pear Tree Fund accrues receivables or liabilities denominated in a foreign currency, and the time the Pear Tree Fund actually collects such receivables or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain options, futures and forward contracts, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains or losses, referred to under the Code as “section 988” gains or losses, may increase or decrease the amount of a Pear Tree Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.
Upon the sale or other disposition of shares of a Pear Tree Fund, a shareholder may realize a capital gain or loss which may be long-term or short-term, generally depending upon the shareholder’s holding period for the shares. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced (including shares acquired pursuant to a dividend reinvestment plan) within a period of 61 days beginning 30 days before and ending 30 days after disposition of the shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of Pear Tree Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gains received by the shareholder with respect to such shares.
If a Pear Tree Fund invests in stock of certain foreign companies that are classified as “passive foreign investment companies” (“PFICs”) under the Code, the Pear Tree Fund may be subject to U.S. federal income taxation on a portion of any “excess distribution” with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the Pear Tree Fund’s holding period for the stock. The distribution or gain so allocated to any taxable year of the Pear Tree Fund, other than the taxable year of the excess distribution or disposition, would be taxed to the Pear Tree Fund at the highest ordinary income tax rate in effect for such
year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Pear Tree Fund’s investment company taxable income and, accordingly, would not be taxable to the Pear Tree Fund to the extent distributed by the Pear Tree Fund as a dividend to its shareholders. Alternatively, a Pear Tree Fund may elect to mark-to-market its passive foreign investment company stock, resulting in the stock being treated as sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported as ordinary income; any resulting loss and any loss from an actual disposition of the stock would be reported as ordinary loss to the extent of any net mark-to-market gains previously included in income. A Pear Tree Fund also may elect, in lieu of being taxable in the manner described above, to include annually in income its pro rata share of the ordinary earnings and net capital gain of the foreign investment company, if the foreign investment company agrees to provide the necessary information.
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject each Pear Tree Fund itself to tax on certain income from PFIC stock, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a Pear Tree Fund that did not invest in PFIC stock. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualified dividend income.
Income received by a Pear Tree Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries.
If more than 50 percent of the value of a Pear Tree Fund’s total assets at the close of its taxable year consists of securities of foreign corporations, the Pear Tree Fund will be eligible and may elect to “pass-through” to the Pear Tree Fund’s shareholders the amount of foreign income and similar taxes paid by the Pear Tree Fund. Pursuant to this election, if made, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his or her pro rata share of the foreign income and similar taxes paid by the Pear Tree Fund, and will be entitled either to deduct his or her pro rata share of foreign income and similar taxes in computing his taxable income or to apply the amount of foreign taxes as a foreign tax credit against his or her U.S. Federal income taxes attributable to such foreign income, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Foreign taxes generally may not be deducted by a shareholder who is an individual in computing the alternative minimum tax.
Generally, a credit for foreign taxes is subject to the limitation that the credit may not exceed the shareholder’s U.S. tax attributable to the shareholder’s total foreign source taxable income. For this purpose, if a Pear Tree Fund makes the election described in the preceding paragraph, the source of the Pear Tree Fund’s income flows through to its shareholders. With respect to the Pear Tree Fund, gains from the sale of securities generally will be treated as derived from U.S. sources and section 988 gains will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, including foreign source passive income received from the Pear Tree Fund. The foreign tax credit limitation rules do not apply to certain electing individual taxpayers who have limited creditable foreign taxes and no foreign source income other than passive investment-type income. The foreign tax credit is eliminated with respect to foreign taxes withheld on dividends if the dividend paying shares or the shares of a Pear Tree Fund are held by the Pear Tree Fund or the shareholder, as the case may be, for 15 days or less (45 days in the case of preferred shares) during the 31-day period (91-day period for preferred shares) beginning 15 days (45 days for preferred shares) before the shares become ex-dividend. In addition, if a Pear Tree Fund fails to satisfy these holding period requirements, it cannot elect under Section 853 to pass through to shareholders the ability to claim a deduction for the related foreign taxes.
The foregoing is only a general description of the foreign tax credit under current law. Because application of the credit depends on the particular circumstances of each shareholder, shareholders are advised to consult their own tax advisers to determine the impact of the credit on their personal tax situations.
A Pear Tree Fund may be required to withhold U.S. federal income tax at the rate of 24 percent of all taxable distributions payable to a shareholder who fails to provide the Pear Tree Fund with his or her correct taxpayer identification number or to make required certifications, or who has been notified by the Internal Revenue Service (the “IRS”) that he or she is subject to backup withholding or who has furnished an incorrect taxpayer identification number
to the Pear Tree Fund and the Pear Tree Fund has been notified by the IRS of the error. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability.
Pear Tree Fund shareholders may be subject to state, local and foreign taxes on their Pear Tree Fund distributions. In many states, Pear Tree Fund distributions that are derived from interest on certain U.S. Government obligations are exempt from taxation. The tax consequences to a foreign shareholder of an investment in the Pear Tree Fund may be different from those described herein. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Pear Tree Fund. U.S. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Pear Tree Fund. Further, the Pear Tree Funds from time-to-time may make certain types of investments whose tax consequences are not addressed in this brief summary.
PROXY VOTING POLICIES
The Trustees have adopted Proxy Voting Policies and Procedures on behalf of the Pear Tree Funds which delegates responsibility for voting proxies to the Manager, subject to the Trustees’ continuing oversight. The Manager in turn has, where applicable, delegated responsibility for voting proxies to the Sub-Advisers that actually manage the assets of the Pear Tree Fund. The Manager and the Sub-Advisers have their own proxy voting policies and procedures, which the Trustees have reviewed. The Manager’s and the Sub-Advisers’ policies and procedures assure that all proxy voting decisions are made in the best interest of the Pear Tree Funds and that the Manager or the Sub-Advisers will act in a prudent and diligent manner for the benefit of the Pear Tree Funds. The Manager’s and the Sub-Advisers’ policies and procedures include specific provisions to determine when a conflict exists between the interests of a Pear Tree Fund and the interests of the Manager or the Sub-Advisers, as the case may be. Copies of the proxy voting policies and procedures are attached to this SAI as Appendix A. Information on how the Pear Tree Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2020 will be available without charge on the Pear Tree Funds website (www.peartreefunds.com), upon request by contacting the Pear Tree Funds or via the Securities and Exchange Commission website at www.sec.gov.
Financial Statements
Each Pear Tree Fund’s audited financial statements for the fiscal year ended March 31, 2020, including the notes thereto and the report of the independent registered public accounting firm thereon, from the
Pear Tree Funds’ Annual Report for the fiscal year ended March 31, 2020 and the Pear Tree Funds’ unaudited financial statements for the period ended September 30, 2019 in the
Pear Tree Funds’ Semi-Annual Report for the semi-annual period ended September 30, 2019 are incorporated by reference into this Statement of Additional Information (meaning such documents are legally part of this Statement of Additional Information) and are on file with the Securities and Exchange Commission. The Pear Tree Funds’ Annual and Semi-Annual Reports are available without charge, upon request, by calling the Funds at 1-800-326-2151 or by visiting the Pear Tree Funds’ website at www.peartreefunds.com or on the Securities and Exchange Commission’s website at www.sec.gov.
APPENDIX A
PROXY VOTING POLICIES
1
Proxy Voting Policies of Pear Tree Funds (all Pear Tree Funds)
PEAR TREE FUNDS
PROXY VOTING POLICIES AND PROCEDURES
(Adopted: July 23, 2003, Amended: August 1, 2011)
I.
Pear Tree Funds’ Policy Statement
Pear Tree Funds is firmly committed to ensuring that proxies relating to Pear Tree Funds’ portfolio securities are voted in the best interests of Pear Tree Funds’ shareholders. The following policies and procedures have been established to implement Pear Tree Funds’ proxy voting program.
II.
Trust’s Proxy Voting Program
Pear Tree Advisors serves as the investment manager of Pear Tree Funds’ portfolios. Pear Tree Advisors is responsible for the selection and ongoing monitoring of investment sub-advisers (the “Sub-Advisers”) who provide the day-to-day portfolio management for each portfolio. Pear Tree Funds has delegated proxy voting responsibility to Pear Tree Advisors. Because Pear Tree Advisors views proxy voting as a function that is incidental and integral to portfolio management, it has in turn delegated the proxy voting responsibility with respect to each portfolio to the applicable Sub-Adviser. The primary focus of Pear Tree Funds’ proxy voting program, therefore, is to seek to ensure that the Sub-Advisers have adequate proxy voting policies and procedures in place and to monitor each Sub-Adviser’s proxy voting. These policies and procedures may be amended from time to time based on Pear Tree Funds’ experience as well as changing environments, especially as new and/or differing laws and regulations are promulgated.
III.
Pear Tree Advisors’ Due Diligence and Compliance Program
As part of its ongoing due diligence and compliance responsibilities, Pear Tree Advisors will seek to ensure that each Sub-Adviser maintains proxy voting policies and procedures that are reasonably designed to comply with applicable laws and regulations. Pear Tree Advisors will review each Sub-Adviser’s proxy voting policies and procedures (including any proxy voting guidelines) in connection with the initial selection of the Sub-Adviser to manage a portfolio and on at least an annual basis thereafter.
IV.
Sub-Advisers’ Proxy Voting Policies and Procedures
Each Sub-Adviser will be required to maintain proxy voting policies and procedures that satisfy the following elements:
Written Policies and Procedures: The Sub-Adviser must maintain written proxy voting policies and procedures in accordance with applicable laws and regulations and must provide to Pear Tree Funds and Pear Tree Advisors, upon request, copies of such policies and procedures.
Fiduciary Duty: The Sub-Adviser’s policies and procedures must be reasonably designed to ensure that Sub-Adviser votes client securities in the best interest of its clients.
Conflicts of Interest: The Sub-Adviser’s policies and procedures must include appropriate procedures to identify and resolve as necessary all material proxy-related conflicts of interest between the Sub-Adviser (including its affiliates) and its clients before voting client proxies.
Voting Guidelines: The Sub-Adviser’s policies and procedures must address with reasonable specificity how the Sub-Adviser will vote proxies, or what factors it will take into account, when voting on particular types of matters, e.g., corporate governance proposals, compensation issues and matters involving social or corporate responsibility.
Monitoring Proxy Voting: The Sub-Adviser must have an established system and/or process that is reasonably designed to ensure that proxies are voted on behalf of its clients in a timely and efficient manner.
Record Retention and Inspection: The Sub-Adviser must have an established system for creating and retaining all appropriate documentation relating to its proxy voting activities as required by applicable laws and regulations. The Sub-Adviser must provide to Pear Tree Funds and Pear Tree Advisors such information and records with respect to proxies relating to Pear Tree’s portfolio securities as required by law and as Pear Tree Funds or Pear Tree Advisors may reasonably request.
V.
Disclosure of Pear Tree’s Proxy Voting Policies and Procedures and Voting Record
Pear Tree Advisors, on behalf of Pear Tree Funds, will take reasonable steps as necessary to seek to ensure that Pear Tree Funds complies with all applicable laws and regulations relating to disclosure of Pear Tree’s proxy voting policies and procedures and its proxy voting record. Pear Tree Advisors (including, at its option, through third-party service providers) will maintain a system that is reasonably designed to ensure that the actual proxy voting record of the Sub-Advisers with respect to Pear Tree Funds’ portfolio securities are collected, processed, filed with the Securities and Exchange Commission and delivered to Pear Tree Funds’ shareholders, as applicable, in a timely and efficient manner and as required by applicable laws and regulations.
VI.
Reports to Pear Tree’s Board of Trustees
Pear Tree Advisors will periodically (but no less frequently than annually) report to the Board of Trustees with respect to Pear Tree Funds’ implementation of its proxy voting program, including summary information with respect to the proxy voting record of the Sub-Advisers with respect to Pear Tree Funds’ portfolio securities and any other information requested by the Board of Trustees.
2.
Proxy Voting Policies of Pear Tree Advisors, Inc. (all Pear Tree Funds)
PEAR TREE ADVISORS, INC.
PROXY VOTING POLICIES AND PROCEDURES
(1/01/15)
Pear Tree Advisors serves as the investment adviser to the series of the Pear Tree Funds (each a “Fund” and together the “Funds”). In that capacity Pear Tree Advisors has adopted these policies and procedures in accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”). These policies and procedures are designed to ensure that Pear Tree Advisors administers proxy voting matters in a manner consistent with the best interests of the Funds and in accordance with its fiduciary duties under the Advisers Act and other applicable laws and regulations.
I.
POLICY
In the typical course of Pear Tree Advisors’ business, voting of proxies of individual securities is delegated to the respective sub-advisers retained to oversee and direct the investments of the Funds. Each sub-adviser has the fiduciary responsibility for voting the proxies in a manner that is in the best interest of the Funds.
In limited instances, transitional securities may be held in an account and may not be overseen by a sub-adviser. In those cases, it is Pear Tree Advisors’ policy to ensure that the Funds are aware of their right to vote proxies of securities they hold if they so choose. If the Funds choose not to exercise voting authority, those Funds will be deemed to have delegated authority to Pear Tree Advisors to vote such proxies in a manner that is consistent with the Funds’ best interests.
II.
RESPONSIBILITY
In most cases, voting of proxies is delegated to the respective sub-adviser retained to oversee and direct the investments of the Funds. If the security is held in an account not directly overseen by a sub-adviser, the proxy voting committee of Pear Tree Advisors will be responsible for ensuring that proxies are either forwarded to the Funds or voted in a manner consistent with the best interests of the Funds. There may be times when refraining from voting a proxy is in a Fund’s best interest, such as when the Proxy Committee determines that the cost of voting the proxy exceeds the expected benefit to the Fund.
III.
PROCEDURES
In the limited instances of voting of proxies not delegated to sub-advisers or forwarded to the Funds as mentioned above, Pear Tree Advisors will (i) obtain and evaluate the proxy information provided by the companies whose shares are being voted; (ii) vote proxies in the best interest of the Funds; and (iii) submit, or arrange for the submission of, the votes to the shareholders meetings in a timely manner.
Prior to a proxy voting deadline, the Proxy Committee will make a determination as to how to vote each proxy proposal based on his or her analysis of the proposal. In evaluating a proxy proposal, the Proxy Committee may consider information from many sources, including management of the company, shareholder groups and independent proxy research services. When determining how to vote a proxy, the Proxy Committee shall consider only those factors that relate to a Fund’s investment, including how its vote will economically impact and affect the value of a Fund’s investment.
Proxy votes generally will be cast in favor of proposals that (i) maintain or strengthen the shared interests of shareholders and management; (ii) increase shareholder value; (iii) maintain or increase shareholder influence over the issuer’s board of directors and management; and (iv) maintain or increase the rights of shareholders. Proxy votes generally will be cast against proposals having the opposite effect.
IV.
CONFLICTS OF INTEREST
Pear Tree Advisors may have a conflict of interest in voting a particular proxy. A conflict of interest could arise, for example, as a result of a business relationship with a company, or a direct or indirect business interest in the matter being voted upon, or as a result of a personal relationship with corporate directors or candidates for directorships. Whether a relationship creates a material conflict of interest will depend upon the facts and circumstances.
A.
Identifying Conflicts of Interest
The Proxy Committee will seek to identify Pear Tree Advisors conflicts by relying on publicly available information about a company and its affiliates and information about the company and its affiliates that is generally known by Pear Tree Advisors’ senior management. The Proxy Committee may determine that Pear Tree Advisors has a conflict of interest as a result of the following:
Significant Business Relationships — The Proxy Committee will consider whether the matter involves an issuer or proponent with which Pear Tree Advisors, its members, officers or employees have a significant business relationship. Pear Tree Advisors, its members, officers or employees may have significant business relationships with certain entities, such as other investment advisory firms, vendors, clients and broker-dealers. For this purpose, a “significant business relationship” is one that might create an incentive for Pear Tree Advisors, its members, officers or employees to have a vote cast in favor of the entity soliciting proxies.
Significant Personal or Family Relationships — The Proxy Committee will consider whether the matter involves an issuer, proponent or individual with which an employee of Pear Tree Advisors who is involved in the proxy voting process may have a significant personal or family relationship. For this purpose, a “significant personal or family relationship” is one that would be reasonably likely to influence how Pear Tree Advisors votes the proxy. Employees of Pear Tree Advisors, including the Proxy Committee, are required to disclose any significant personal or family relationship they may have with the issuer, proponent or individual involved in the matter. If the Proxy Committee has a significant personal or family relationship with an issuer, proponent or individual involved in the matter, he/she will immediately contact Pear Tree Advisors’ Compliance Officer who will determine (i) whether to treat the proxy in question as one involving a material conflict of interest; and (ii) if so, whether the Proxy Committee should recuse him/herself from all further matters regarding the proxy and another individual should be appointed to consider the proposal.
Determining Whether a Conflict is Material
In the event that the Proxy Committee determines that Pear Tree Advisors has a conflict of interest with respect to a proxy proposal, the Proxy Committee shall determine whether the conflict is “material.”. The Proxy Committee may determine on a case-by-case basis that the relationship as it regards a particular proposal involves a material conflict of interest. To make a determination of nonmateriality, the Proxy Committee must conclude that the proposal is not directly related to Pear Tree Advisors’ conflict with the issuer. If the Proxy Committee determines that a conflict is not material, then he or she may vote the proxy in accordance with his or her recommendation.
Voting Proxies Involving a Material Conflict
In the event that the Proxy Committee determines that Pear Tree Advisors has a material conflict of interest with respect to a proxy proposal, prior to voting on the proposal, the Proxy Committee must:
•
fully disclose the nature of the conflict to the Funds and obtain the Funds’ consent as to how Pear Tree Advisors shall vote on the proposal (or otherwise obtain instructions from the Funds as to how the proxy should be voted); OR
•
contact an independent third party to recommend how to vote on the proposal and vote in accordance with the recommendation of such third party (or have the third party vote such proxy); OR
•
vote on the proposal and, in consultation with the Compliance Officer, detail how Pear Tree Advisors’ material conflict did not influence the decision-making process.
The Proxy Committee may address a material conflict of interest by abstaining from voting, provided that he or she has determined that abstaining from voting on the proposal is in the best interests of the Funds.
Documenting Conflicts of Interest
The Proxy Committee shall document the manner in which proxies involving a material conflict of interest have been voted as well as the basis for any determination that Pear Tree Advisors does not have a material conflict of interest in respect of a particular matter. Such documentation shall be maintained with the records of Pear Tree Advisors.
V.
RECORDKEEPING AND DISCLOSURE
Pear Tree Advisors maintains the following books and records required by Rule 204-2(c)(2) under the Advisers Act for a period of not less than five years:
a copy of these proxy voting policies and procedures, including all amendments hereto;
a copy of each proxy statement received regarding Fund securities, provided, however, that Pear Tree Advisors may rely on the proxy statement filed on EDGAR as its record;
a record of each vote Pear Tree Advisors casts on behalf of the Funds;
a copy of any document created by Pear Tree Advisors that was material its making a decision on how to vote proxies on behalf of the Funds or that memorializes the basis for that decision;
a copy of any written response by Pear Tree Advisors to any Fund request for information on how Pear Tree Advisors voted proxies on behalf of the requesting Fund.
Pear Tree Advisors will describe in Part II of its Form ADV (or other brochure fulfilling the requirement of Advisers Act Rule 204-3) its proxy voting policies and procedures and advise the Funds how they may obtain information about how Pear Tree Advisors voted their securities. Information about how the Funds securities were voted or a copy of Pear Tree Advisors’ proxy voting policies and procedures free of charge by written request addressed to Pear Tree Advisors.
3.
Proxy Voting Policies of Chartwell Investment Partners (Quality Fund)
PROXY VOTING POLICIES AND PROCEDURES
Adopted April 11, 1997
As Amended February, 2020
Purpose.Chartwell Investment Partners (“Chartwell”) has adopted these Proxy Voting Policies and Procedures (“Policies”) to seek to ensure that it exercises voting authority on behalf of Chartwell clients in a manner consistent with the best interests of each client and its agreement with the client.
Scope. These Policies apply where clients have delegated the authority and responsibility to Chartwell to decide how to vote proxies. Chartwell does not accept or retain authority to vote proxies in accordance with individual client guidelines with the exception of those clients who wish their proxies voted in accordance with Taft-Hartley Proxy Voting Guidelines and who have instructed Chartwell to do so. In addition, Clients who wish to instruct Chartwell not to vote in accordance with AFL-CIO Key Vote Survey recommendations, as described below, retain that authority. Clients who wish to arrange to vote proxies in accordance with their own guidelines may elect to do so at any time by notifying Chartwell. Chartwell generally will follow these Policies if asked to make recommendations about proxy voting to clients who request that advice but have not delegated proxy voting responsibility to Chartwell.
Guiding Principles. Chartwell believes that voting proxies in the best interests of each client means making a judgment as to what voting decision is most likely to maximize total return to the client as an investor in the securities being voted, and casting the vote accordingly. For this reason, Chartwell’s evaluation of the possible impact of a proxy vote on the economic interests of company shareholders similarly situated to Chartwell’s clients will be the primary factor governing Chartwell’s proxy voting decisions.
Use of Independent Proxy Voting Service. Chartwell has retained ISS, an independent proxy voting service, to assist it in analyzing specific proxy votes with respect to securities held by Chartwell clients and to handle the mechanical aspects of casting votes. Historically, Chartwell has placed substantial reliance on ISS’ analyses and recommendations and generally gives instructions to ISS to vote proxies in accordance with ISS’ recommendations, unless Chartwell reaches a different conclusion than ISS about how a particular matter should be voted. ISS’ proxy voting recommendations typically are made available to Chartwell about a week before the proxy must be voted, and are reviewed and monitored by members of the Proxy Voting Committee (and, in certain cases, by Chartwell portfolio managers), with a view to determining whether it is in the best interests of Chartwell’s clients to vote proxies as recommended by ISS, or whether client proxies should be voted on a particular proposal in another manner. In addition, Chartwell generally votes in accordance with AFL-CIO Key Votes Survey, a list of proposals and meetings based on recommendations by the AFL-CIO Office of Investment. To the extent that any of the proxy voting positions stated in these Policies are inconsistent with a Key Vote Survey recommendation, Chartwell will generally vote in accordance with the Key Vote Survey recommendation on all impacted securities unless any client has chosen to instruct Chartwell to refrain from doing so. In that case, Chartwell will vote the client’s securities position in accordance with these Policies (which may or may not cause the vote to be the same as the Key Vote Survey recommendation).
Administration of Policies. Chartwell has established a Proxy Voting Committee to oversee and administer the voting of proxies on behalf of clients, comprised of approximately five representatives of the firm’s compliance and operations departments. The Committee’s responsibilities include reviewing and updating these Policies as may be appropriate from time to time; identifying and resolving any material conflicts of interest on the part of Chartwell or its personnel that may affect particular proxy votes; evaluating and monitoring, on an ongoing basis, the analyses, recommendations and other services provided by ISS or another third party retained to assist Chartwell in carrying out its proxy voting responsibilities; when deemed appropriate by the Committee, consulting with Chartwell portfolio managers and investment professionals on particular proposals or categories of proposals presented for vote; and determining when and how client proxies should be voted other than in accordance with the general rules and criteria set forth in Chartwell’s Proxy Voting Guidelines or with the recommendations of ISS or another independent proxy voting service retained by Chartwell.
Conflicts of Interest. It is Chartwell’s policy not to exercise its authority to decide how to vote a proxy if there is a material conflict of interest between Chartwell’s interests and the interests of the client that owns the shares to be voted that could affect the vote on that matter. To seek to identify any such material conflicts, a representative of the Proxy
Voting Committee screens all proxies and presents any potential conflicts identified to the Committee for determination of whether the conflict exists and if so, whether it is material.
Conflicts of interest could result from a variety of circumstances, including, but not limited to, significant personal relationships between executive officers of an issuer and Chartwell personnel, a current or prospective investment adviser-client relationship between an issuer or a pension plan sponsored by an issuer and Chartwell, a significant ownership interest by Chartwell or its personnel in the issuer and various other business, personal or investment relationships. Generally, a current or prospective adviser-client relationship will not be considered material for these purposes if the net advisory revenues to Chartwell have not in the most recent fiscal year and are not expected in the current fiscal year to exceed ½ of 1 percent of Chartwell’s annual advisory revenue.
Currently, the Proxy Voting Committee has determined that voting in accordance with AFL-CIO Key Votes Survey recommendations is not a material conflict of interest. In reaching this decision, the Committee recognized that Chartwell has many union clients and many clients that are not union-oriented. By voting all impacted securities positions in accordance with AFL-CIO recommendations, it could be said that Chartwell is attempting to retain or attract existing and prospective union clients. However, the overall number of proxy issues in the AFL-CIO Key Votes Survey on which Chartwell has historically voted is approximately 14 – 30 out of a total of approximately 500 company meetings and thousands of proxy votes cast by Chartwell each year. Chartwell does not use its AFL-CIO Key Votes Survey rankings for marketing purposes, so to the extent any client or prospect becomes aware of how Chartwell votes in the Surveys, it does so on its own. In addition, Union Clients have the ability to instruct Chartwell to vote their proxies entirely in accordance with the Taft-Hartley policy. Recognizing that deciding this is not a material conflict of interest is fundamentally subjective, Chartwell nonetheless discloses its practices to clients and invites clients to instruct Chartwell not to change any vote in these Policies to be consistent with an AFL-CIO Key Votes Survey recommendation (even though voting consistently with these Policies may result in voting the same way).
In the event the Committee determines that there is a material conflict of interest that may affect a particular proxy vote, Chartwell will not make the decision how to vote the proxy in accordance with these Policies unless the Policies specify how votes shall be cast on that particular type of matter, i.e., “for” or “against” the proposal. Where the Policies provide that the voting decision will be made on a “case-by-case” basis, Chartwell will either request the client to make the voting decision, or the vote will be cast in accordance with the recommendations of ISS or another independent proxy voting service retained by Chartwell for that purpose. Chartwell also will not provide advice to clients on proxy votes without first disclosing any material conflicts to the client requesting such advice.
Proxy Voting Guidelines
Generally, Chartwell votes all proxies in accordance with the following guidelines provided by Institutional Shareholder Services (ISS). These guidelines may be changed or supplemented from time to time. Votes on matters not covered by these guidelines will be determined in accordance with the principles set forth above. Client guidelines may be inconsistent with these guidelines and may cause Chartwell to vote differently for different clients on the same matter.
4.
Proxy Voting Procedures of Axiom International Investors LLC. (Emerging Markets Fund)
PROXY VOTING POLICY DISCLOSURE
Axiom International Investors LLC
Adopted: August, 2016
I. General Policies and Potential Conflicts of Interest
A. General Policies
Axiom International Investors, LLC (“Axiom”) has adopted these proxy voting policies and guidelines (the “Policies”) with respect to securities owned by clients for which Axiom serves as investment adviser and has the power to vote proxies. Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) requires investment advisers that have voting authority with respect to securities held in their clients’ accounts to exercise a duty of care by monitoring corporate actions and voting proxies. To satisfy its duty of loyalty, an adviser must cast proxy votes in the best interests of its clients and not in a way that advances the adviser’s interests above those of its clients. In addition to these SEC requirements governing registered investment advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R. 2509.94-2 (July 29, 1994).
The Policies are designed to reasonably ensure that Axiom votes proxies in the best interest of clients for which it has voting authority, and describe how Axiom addresses material conflicts between its interests and those of its clients with respect to proxy voting. Under the Policies, Axiom will generally vote proxies by considering those factors that would affect the value of the securities held in clients’ accounts.
As a general matter, Axiom considers, but is not required to adhere to, the proxy voting guidelines established by Institutional Shareholder Services Inc. (ISS) when casting proxy votes on behalf of clients.
ISS is an independent third party that specializes in providing a variety of fiduciary-level proxy related services to institutional investment managers. ISS provides us with in-depth research, voting recommendations, vote execution and recordkeeping. However, Axiom recognizes that there are certain types of proposals that may result in different voting positions being taken with respect to the different issuers. Some items that otherwise would be acceptable will be voted against the proponent when it is seeking extremely broad flexibility without offering adequate justification. In addition, Axiom generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts. Axiom reviews proxy issues on a case-by-case basis, and there are instances when our judgment of the anticipated effect on the best interests of our clients may warrant exceptions to the policies on specific issues set forth in Section II.
B. Conflicts of Interest
Axiom is responsible for identifying potential conflicts of interest in the process of voting proxies on behalf of its clients. Examples of potential conflicts of interest include situations where Axiom or personnel of Axiom: (1) provide services to a company whose management is soliciting proxies; (2) have a material business relationship with a proponent of a proxy proposal and this business relationship may influence how the proxy vote is cast; or (3) have a business or personal relationship with participants in a proxy contest, corporate directors or candidates for directorships.
Axiom may address material conflicts between its interests and those of its advisory clients by using any of the following methods: (1) adopting a policy of disclosing the conflict to clients and obtaining their consent before voting; (2) basing the proxy vote on pre-determined voting guidelines if the application of the guidelines to the matter presented to clients involves minimal discretion on the part of Axiom; or (3) using the recommendations of an independent third party.
II. Axiom's Policies on Specific Issues
A. Management Proposals
Axiom will typically support ISS’s recommendation on management proposals. However, in the event that we decide to vote a proxy (or a particular proposal within a proxy) in a manner different from the ISS recommendation, we will document the reasons supporting the decision.
B. Shareholder Proposals
Axiom will typically support ISS’s recommendation on shareholder proposals. However, in the event that we decide to vote a proxy (or a particular proposal within a proxy) in a manner different from the ISS recommendation, we will document the reasons supporting the decision.
C. Foreign Issuers - Share Blocking
In accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior to the meeting (e.g., one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g., in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). Due to these restrictions, Axiom must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. In many cases, the disadvantage of being unable to sell the stock regardless of changing conditions outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, Axiom generally will not vote those proxies in the absence of an unusual, highly material vote.
D. Foreign Issuers - Beneficial Owner Meeting Attendance Requirement
Some foreign markets require the Beneficial Owner to attend a meeting in order to cast a vote. Accordingly, Axiom will generally not vote those proxies.
E. Share Lending
At times, Axiom and/or ISS may not be able to vote proxies on behalf of clients when our clients lend securities to third parties beyond our control.
III. Procedures for Reviewing and Voting Proxies
A. Procedures
Whenever possible proxy solicitations from securities held for client accounts who have delegated proxy voting responsibility to Axiom are sent directly by the client’s custodian to Axiom’s proxy voting vendor, ISS. Axiom will use its’ best judgment to vote proxies in the best interests of our clients and will typically follow the recommendations of ISS. In the event that we decide to vote a proxy (or a particular proposal within a proxy) in a manner different from the ISS recommendation, we will document the reasons supporting the decision.
Any proposal where Axiom has decided to vote differently than the ISS recommendation and it is determined a material conflict of interest exists between Axiom and its clients as a result of voting differently on such proposal, that proposal will be directed to the Chief Compliance Officer for consideration. The Chief Compliance Officer will recommend to the Chief Investment Officer and Portfolio Manager the appropriate voting response for such proposal by applying one of the methods identified in Section I.B. of the Policies. For each proposal for which a material conflict of interest exists and Axiom votes contrary to ISS, the Chief Compliance Officer shall prepare a memorandum (a “Material Conflict Memorandum”), to be kept with the record of the proxy vote, that identifies the material conflict of interest and the method used for determining how to vote on the proposal.
B. Amending Axiom's Policies on Specific Issues
Axiom will periodically review Axiom’s Policies on Specific Issues to ensure that they contain appropriate guidance for determining how votes will be cast on a variety of matters and the underlying rationale for such determination.
IV. Recordkeeping and Client Reporting
In accordance with Rule 204-2 under the Advisers Act, Axiom shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in Axiom’s office:
1. The Policies and any additional procedures created pursuant to the Policies;
2. a copy of each proxy statement Axiom receives regarding securities held on behalf of its clients;
3. a record of each vote cast by Axiom on behalf of its clients;
4. a copy of any document created by Axiom that was material to making its voting decision or that memorializes the basis for such decision; and
5. a copy of each written request from a client, and response to the client, for information on how Axiom voted the client’s proxies.
Axiom shall provide a copy of Axiom’s Policies or information about how Axiom voted securities held in the client’s account, in each case if requested by the client.
5.
Proxy Voting Policies of Polaris Capital Management, Inc. (Small Cap Fund, Foreign Value Fund, Foreign Value Small Cap Fund and International Opportunities Fund)
POLARIS PROXY POLICY
Polaris Capital Management, LLC (the “Adviser”)’s policy regarding the voting of proxies consists of (1) the statement of the law and policy, (2) identification of the person(s) responsible for implementing this policy, and (3) the procedures adopted by the Adviser to implement the policy.
I. Statement of Law and Policy
A. Law
Because a registered investment company (“fund”) is the beneficial owner of its portfolio securities, it has the right to vote proxies relative to its portfolio securities. The Securities and Exchange Commission has stated that a fund’s board has the obligation to vote proxies. As a practical matter, fund boards typically delegate this function to the fund’s adviser/sub- adviser.
Rule 206(4)-6 under the Investment Advisers Act of 1940 requires that a registered investment adviser with proxy voting authority generally must satisfy the following four requirements: (i) adopt and implement written proxy voting policies and procedures reasonably designed to ensure the adviser votes client and fund securities in the best interests of clients and fund investors and addressing how conflicts of interest are handled; (ii) disclose its proxy voting policies and procedures to clients and fund investors and furnish clients and fund investors with a copy if they request it; (iii) inform clients and fund investors as to how they can obtain information from the adviser on how their securities were voted; and (iv) retain certain records.
II. Policy
The Adviser will vote proxies delivered to it by the fund’s custodian in accordance with this proxy policy. The vote will be cast in such a manner, which, in the Adviser’s judgment, will be in the best interests of shareholders. The Adviser contracts with Boston Investor Services, Inc. for the processing of proxies.
The Adviser, through its investment personnel, will generally comply with the following guidelines:
Routine Corporate Governance Issues
The Adviser will vote in favor of management.
Routine issues may include, but not be limited to, election of directors, appointment of auditors, changes in state of incorporation or capital structure. In certain cases the Adviser will vote in accordance with the guidelines of specific clients.
Non-routine Corporate Governance Issues
The Adviser will vote in favor of management unless voting with management would limit shareholder rights or have a negative impact on shareholder value. Non-routine issues may include, but not be limited to, corporate restructuring/mergers and acquisitions, proposals affecting shareholder rights, anti-takeover issues, executive compensation, and social and political issues. In cases where the number of shares in all stock option plans exceeds 10% of basic shares outstanding, the Adviser generally votes against proposals that will increase shareholder dilution.
In general the Adviser will vote against management regarding any proposal that allows management to issue shares during a hostile takeover.
Non Voting of Proxies
The Adviser may not vote proxies if voting may be burdensome or expensive, or otherwise not in the best interest of clients.
Conflicts of Interest
Should the Adviser have a conflict of interest with regard to voting a proxy. The Adviser will disclose such conflict to the client and obtain client direction as to how to vote the proxy.
Record Keeping
The following records will be kept for each client:
Copies of the Adviser’s proxy voting policies and procedures.
Copies of all proxy statements received.
A record of each vote the Adviser casts on behalf of the client along with any votes or documents that were material to making a decision on how to vote a proxy including an abstention on behalf of a client, including the resolution of any conflict.
A copy of each written client request for information on how the Adviser voted proxies on behalf of the client and a copy of any written response by the advisor.
This proxy policy will be distributed to all clients of the Adviser and added to Part II of Form ADV.. A hard copy of the policy will be included in the Compliance Program and is available on request.
2.
Who is Responsible for Implementing this Policy?
The Compliance Officer is responsible for implementing, monitoring and updating this policy, including reviewing decisions made on non-routine issues and potential conflicts of interest. The Compliance Officer is also responsible for maintaining copies of all records and backup documentation in accordance with applicable record keeping requirements. The Compliance Officer can delegate in writing any of his or her responsibilities under this policy to another person.
3.
Procedures to Implement this Policy
Conflicts of Interest
From time to time, proxy voting proposals may raise conflicts between the interests of the Advisers’ clients and the interests of the Adviser, its employees, or its affiliates. The Adviser must take certain steps designed to ensure, and must be able to demonstrate that those steps resulted in a decision to vote the proxies that was based on the clients’ best interest and was not the product of the conflict. For example, conflicts of interest may arise when:
A proponent of a proxy proposal has a business relationship with the adviser or its affiliates;
The Adviser or its affiliates have business relationships with participants in proxy contests, corporate directors, or director candidates;
An Adviser employee has a personal interest in the outcome of a particular matter before shareholders; or
An adviser employee has a business or personal relationship with participants in Proxy contests, corporate directors or director candidates.
The Investment Personnel of the Adviser are responsible for identifying proxy voting proposals that present a conflict of interest. If the Adviser receives a proxy relating to an issuer that raises a conflict of interest, the Compliance Officer along with the Adviser shall determine whether the conflict is “material” to any specific proposal included within the proxy. The Compliance Officer will determine whether a proposal is material as follows:
Routine Proxy Proposals — Proxy proposals that are “routine” shall be presumed not to involve a material conflict of interest for the Adviser, unless the Compliance Officer has actual knowledge that a routine proposal should be treated differently. For this purpose, “routine’ proposals would typically include matters such as uncontested election of directors, meeting formalities, and approval of an annual report/financial statements.
Non-Routine Proxy Proposals — Proxy proposals that are “non-routine” will be presumed to involve a material conflict of interest, unless the Compliance Officer determines that the Adviser does not have such a conflict of interest. For this purpose, “non-routine” proposals would typically include any contested matter, including a contested election of directors, a merger or sale of substantial assets, a change in the articles of incorporation that materially affects the rights of shareholders, and compensation matters for management (e.g., stock option plans, retirement plans, profit sharing, or other special remuneration plans). The Adviser and the Compliance Officer will determine on a case-by-case basis that particular non-routine proposals do not involve a material conflict of interest, the Compliance Officer will consider whether the Adviser or any of its officers, directors, employees, or affiliates may have a business or personal relationship with a participant in a proxy contest, the issuer itself or the issuer’s pension plan, corporate directors, or candidates for directorships.
Any decision to override a vote due to a conflict of interest will be made by the Investment Personnel and reported to the CCO.
The Compliance Officer will record in writing the basis for any such determination.
Part C Other Information
Item 28. Exhibits
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(8)
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Consent of Sullivan & Worcester LLP dated February 2, 2017 (485(b) filing) (xxix)
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(p)
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(1)
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Code of Ethics for the Fund
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Notes:
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(i)
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Previously filed with Post-Effective Amendment No. 20 to the Registration Statement on July 30, 1999 and incorporated by reference
herein
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(ii)
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Previously filed with Post-Effective Amendment No. 21 to the Registration Statement on July 31, 2000 and incorporated by reference
herein
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(iii)
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Previously filed with Post-Effective Amendment No. 24 to the Registration Statement on July 31, 2003
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(iv)
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Previously filed with Post-Effective Amendment No. 26 to the Registration Statement on July 29, 2004
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(v)
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Previously filed with Post-Effective Amendment No. 27 to the Registration Statement on May 31, 2005
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(vi)
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Previously filed with Post-Effective Amendment No. 28 to the Registration Statement on July 29, 2005
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(vii)
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Previously filed with Post-Effective Amendment No. 29 to the Registration Statement on August 10, 2005
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(viii)
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Previously filed with Post-Effective Amendment No. 36 to the Registration Statement on July 27, 2007 and incorporated by reference
herein
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(ix)
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Previously filed with Post-Effective Amendment No. 37 to the Registration Statement on February 14, 2008 and incorporated by
reference herein
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(x)
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Previously filed with Post-Effective Amendment No. 38 to the Registration Statement on April 30, 2008 and incorporated by reference
herein
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(xi)
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Previously filed with Post-Effective Amendment No. 39 to the Registration Statement on May 30, 2008 and incorporated by reference
herein
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(xii)
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Previously filed with Post-Effective Amendment No. 40 to the Registration Statement on August 1, 2008 and incorporated by reference
herein
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(xiii)
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Previously filed with Post-Effective Amendment No. 41 to the Registration Statement on August 1, 2009 and incorporated by reference
herein
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(xiv)
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Previously filed with Post-Effective Amendment No. 42 to the Registration Statement on May 25, 2010 and incorporated by reference
herein
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(xv)
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Previously filed with Post-Effective Amendment No. 43 to the Registration Statement on July 29, 2010 and incorporated by reference
herein
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(xvi)
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Previously filed with Post-Effective Amendment No. 45 to the Registration Statement on June 1, 2011 and incorporated by reference
herein
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(xvii)
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Previously filed with Post-Effective Amendment No. 46 to the Registration Statement July 29, 2011 and incorporated by reference
herein
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(xviii)
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Previously filed with Post-Effective Amendment No. 47 to the Registration Statement August 1, 2011 and incorporated by reference
herein
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(xix)
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Previously filed with Post-Effective Amendment No. 48 to the Registration Statement June 1, 2012 and incorporated by reference
herein
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(xx)
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Previously filed with Post-Effective Amendment No. 49 to the Registration Statement August 1, 2012 and incorporated by reference
herein
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(xxi)
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Previously filed with Post-Effective Amendment No. 51 to the Registration Statement June 5, 2013 and incorporated by reference
herein
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(xxii)
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Previously filed with Post-Effective Amendment No. 52 to the Registration Statement August 1, 2013 and incorporated by reference
herein
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(xxiii)
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Previously filed with Post-Effective Amendment No. 53 to the Registration Statement August 20, 2013 and incorporated by reference
herein
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(xxiv)
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Previously filed with Post-Effective Amendment No. 54 to the Registration Statement July 31, 2014 and incorporated by reference
herein
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(xxv)
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Previously filed with Post-Effective Amendment No. 55 to the Registration Statement May 29, 2015 and incorporated by reference
herein
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(xxvi)
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Previously filed with Post-Effective Amendment No. 56 to the Registration Statement July 31, 2015 and incorporated by reference
herein
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(xxvii)
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Previously filed with Post-Effective Amendment No. 57 to the Registration Statement June 2, 2016 and incorporated by reference
herein
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(xxviii)
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Previously filed with Post-Effective Amendment No. 59 to the Registration Statement August 1, 2016 and incorporated by reference
herein
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(xxix)
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Previously filed with Post-Effective Amendment No. 61 to the Registration Statement February 6, 2017 and incorporated by reference
herein
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(xxx)
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Previously filed with Post-Effective Amendment No. 63 to the Registration Statement August 1, 2017 and incorporated by reference
herein
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(xxxi)
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Previously filed with Post-Effective Amendment No. 64 to the Registration Statement June 1, 2018 and incorporated by reference
herein
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(xxxii)
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Previously filed with Post-Effective Amendment No. 65 to the Registration Statement August 1, 2018 and incorporated by reference
herein
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(xxxiii)
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Previously filed with Post-Effective Amendment No. 66 to the Registration Statement November 16, 2018 and incorporated by reference
herein
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(xxxiv)
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Previously filed with Post-Effective Amendment No. 67 to the Registration Statement January 31, 2019 and incorporated by reference
herein
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(xxxv)
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Previously filed with Post-Effective Amendment No. 68 to the Registration Statement May 31, 2019 and incorporated by reference
herein
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(xxxvi)
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Previously filed with Post-Effective Amendment No. 69 to the Registration Statement August 1, 2019 and incorporated by reference
herein
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(xxxvii)
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Previously filed with Post-Effective Amendment No. 71 to the Registration Statement November 15, 2019 and incorporated by reference
herein
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(xxxviii)
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Previously filed with Post-Effective Amendment No. 72 to the Registration Statement June 2, 2020 and incorporated by reference
herein
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Item 29. Persons Controlled by or under common control with
the Company
No person is presently controlled by or
under common control with the Pear Tree Funds.
Item 30. Indemnification
Indemnification provisions for officers,
directors and employees of the Trust are set forth in Article VIII, Sections one through three of the Second Amended and Restated
Agreement and Declaration of Trust (the “Declaration of Trust”), and are hereby incorporated by reference. See
Item 28(a)(5) above. Under the Declaration of Trust, Trustees and officers will be indemnified to the fullest extent permitted
to directors by the Massachusetts General Corporation Law, subject only to such limitations as may be required by the Investment
Company Act of 1940, as amended, and the rules thereunder (collectively, the “1940 Act”). Under the 1940 Act,
trustees and officers of an investment company such as the Trust may not be protected against liability to the investment company
or its shareholders to which they would be subject because of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties of their office. The Trust also maintains liability insurance policies covering its Trustees and officers.
Item 31. Business and Other Connections of Investment Adviser
There is set forth below information as
to any other business, vocation or employment of a substantial nature in which each director or officer of the Manager is or at
any time during the past two fiscal years has been engaged for his own account or in the capacity of director, officer, employee,
partner or trustee.
Name
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Business and other connections
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Willard L. Umphrey:
Director/President
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President/Treasurer/Clerk/Director, U.S. Boston Insurance Agency, Inc.; Director, U.S. Boston Capital Corporation;
President/Director, USB Atlantic Associates, Inc.; Director/Treasurer, USB Corporation and U.S. Boston Corporation; Director,
Pear Tree Partners Management LLC; Director, U.S. Boston Asset Management Corporation; Partner, U.S. Boston Company, U.S. Boston
Company II; President/Chairman/Trustee, Pear Tree Funds; Director, Woundcheck Laboratories; Director, Unidine.
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Leon Okurowski:
Director/Vice President
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Director and Vice President, U.S. Boston Capital Corporation;
Treasurer/Vice President, Pear Tree Funds; Directors, Everest USB Canadian Storage, Inc.; Director, U.S. Boston Corporation;
Director, U.S. Boston Asset Management Corporation; Director, MedCool, Inc.; Director, USB Corporation; Director, USB Everest
Management, LLC; Director, USB Everest Storage LLC; Director, U.S. Boston Insurance Agency, Inc.; Director, Woundcheck
Laboratories.
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Deborah A. Kessinger:
Chief Compliance Officer
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President and Chief Compliance Officer, U.S. Boston Capital Corporation; Chief Compliance Officer, Pear Tree Funds; Assistant Clerk, Pear Tree Funds.
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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
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(b)
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The directors and officers of the Registrant’s principal underwriter are:
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Positions and
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Positions and
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Offices with
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Offices with
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Name
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Underwriter
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Registrant
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Deborah A. Kessinger
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President and Chief
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Chief Compliance Officer
and
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Compliance Officer
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Assistant Clerk
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Leon Okurowski
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Vice President,
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Vice President and
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Clerk and
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Treasurer
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Director
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Willard L. Umphrey
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Director and
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President, Chairman
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Treasurer
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and Trustee
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The principal business address of each
person listed above is Lincoln North, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
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:
UMB Bank n.a.
928 Grand Boulevard, 5th Floor
Kansas City, Missouri 64106
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 Registration Statement under rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the Town of Lincoln, and the Commonwealth of Massachusetts,
on the 3rd day of August 2020.
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Pear Tree Funds
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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By:
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/s/ Leon Okurowski
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Leon Okurowski, Treasurer
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Pursuant to the requirements of the Securities
Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and
on the dates indicated.
/s/ Robert M. Armstrong*
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August 3, 2020
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Trustee
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Date
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/s/ John M. Bulbrook*
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August 3, 2020
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Trustee
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Date
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/s/ William H. Dunlap*
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August 3, 2020
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Trustee
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Date
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/s/ Clinton S. Marshall*
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August 3, 2020
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Trustee
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Date
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/s/ Willard L. Umphrey *
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August 3, 2020
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Trustee
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Date
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*By:
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/s/ Willard L. Umphrey
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August 3, 2020
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Willard L. Umphrey
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Date
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Attorney-in-Fact
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List of Exhibits Filed with this Amendment
Exhibit No.
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Description
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Item 28(d)(1)aa
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Third Amended and Restated Expense Limitation Agreement dated August 1, 2020 (relating to Pear Tree Quality Fund, Pear Tree Axiom Emerging Markets World Equity Fund and Pear Tree Polaris Foreign Value Fund)
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Item 28(d)(1)bb
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Management Fee Waiver Agreement dated August 1, 2020 (relating to Pear Tree Axiom Emerging Markets World Equity Fund)
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Item 28(d)(1)cc
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Management Fee Waiver Agreement dated August 1, 2020 (relating to Pear Tree Quality Fund)
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Item 28(d)(1)dd
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Management Fee Waiver/Sub-Advisory Fee Waiver dated August 1, 2020 (relating to Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund)
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Item 28(g)(3)
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Custody Agreement between UMB Bank, N.A. and the Trust, dated March 19, 2020
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Item 28(g)(4)
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Rule 17f-5 Delegation Agreement between UMB Bank, N.A. and the Trust dated March 19, 2020
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Item 28(h)(1)h
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Transfer Agent Fee Waiver Agreement as of August 1, 2020
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Item 28(h)(9)
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Administration and Fund Accounting Agreement between UMB Fund Services, LLC and the Trust dated March 19, 2020
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Item 28(i)(15)
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Consent of Sullivan & Worcester LLP dated August 3, 2020 (485(b) filing)
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Item 28(j)(11)
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Consent of Tait, Weller & Baker LLP dated July 31, 2020
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Exhibit Item 28(d)(1)aa
PEAR TREE FUNDS
THIRD 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 August 1, 2020, through
July 31, 2021 (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.
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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Agreed and Accepted:
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PEAR TREE FUNDS
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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SCHEDULE A
Fund Name
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Ordinary
Shares
(% of net
assets)
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Institutional
Shares
(% of net
assets)
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R6 Shares
(% of net
assets)
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Pear Tree Polaris Foreign Value Fund
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N/A
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N/A
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0.94
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Pear Tree Axiom Emerging Markets World Equity Fund
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N/A
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N/A
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0.99
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Pear Tree Quality Fund
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N/A
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0.79
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N/A
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Exhibit Item 28(d)(1)bb
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 August 1, 2020
through July 31, 2021 (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.
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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Agreed and Accepted:
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PEAR TREE FUNDS
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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Exhibit Item 28(d)(1)cc
PEAR
TREE QUALITY FUND
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 August 1, 2020 through July 31, 2021 (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.
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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Agreed and Accepted:
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PEAR TREE FUNDS
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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Exhibit Item 28(d)(1)dd
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 August 1, 2020 through July 31, 2021 (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.
PEAR TREE ADVISORS, INC.
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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POLARIS CAPITAL MANAGEMENT, LLC
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By:
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/s/ Bernard R. Horn, Jr.
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Bernard R. Horn, Jr., President
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Agreed and Accepted:
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PEAR TREE FUNDS
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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Exhibit Item 28(g)(3)
CUSTODYAGREEMENT Dated fVl A 'P' I q , 2020 {E -tf e--k.,i_
dtbf(. 1 ln.o) M 1 Between UMB BANK, N.A. and PEAR TREE FUNDS 1 Exhibit Item 28(g)(3)
CUSTODY AGREEMENT This agreement made as of the date first set
forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City,
Missouri (hereinafter "Custodian"), and Pear Tree Funds (the "Trust"), a Massachusetts business trust, on behalf
of each of its separate series listed on Appendix B hereof, together with such additional Funds which shall be made parties to
this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").
WITNESSETH: WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940,
as amended (''the 1940 Act"); and WHEREAS, the Trust desires to appoint Custodian as its custodian for the custody of Assets
(as hereinafter defined) owned by each Fund, which Assets are to be held in such accounts as such Fund may establish from time
to time; and WHEREAS, Custodian is willing to accept such appointment on the terms and conditions hereof. NOW, THEREFORE, in consideration
of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN. The Trust hereby constitutes and appoints the Custodian as custodian of Assets belonging to each such
Fund which have been or may be from time to time delivered to and accepted by the Custodian. Custodian accepts such appointment
as a custodian and agrees to perform the duties and responsibilities of Custodian as set forth herein on the conditions set forth
herein. For purposes of this Agreement, the term "Assets" shall include Securities, monies, and other property held by
the Custodian for the benefit of a Fund. "Security" or "Securities" shall mean stocks, bonds, rights, warrants,
certificates, instruments, obligations and all other negotiable or non-negotiable paper commonly known as Securities which have
been or may from time to time be delivered to and accepted by the Custodian. 2. INSTRUCTIONS. (a) An "Instruction," as
used herein, shall mean a request, direction, instruction or certification initiated by the Trust and conforming to the terms of
this paragraph. An Instruction may be transmitted to the Custodian by any of the following means: (i) a writing manually signed
on behalf of the Trust by an Authorized Person; (ii) a telephonic or other oral communication from a person the Custodian reasonably
believes to be an Authorized Person; (iii) a facsimile transmission that the Custodian reasonably believes has been signed or otherwise
originated by an Authorized Person; 2
(iv) a communication effected through the internet or web-based
functionality (including without limitation, emails, data files and other communications) on behalf of the Trust ("Electronic
Communication"); or other means reasonably acceptable to both parties. (v) Instructions in the form of oral communications
shall be confirmed by the Trust by either a writing (as set forth in (i) above), a facsimile (as set forth in (iii) above), or
an Electronic Communication (as set forth in (iv) above), but the lack of such confirmation shall in no way affect any action taken
by the Custodian in reliance upon such oral Instructions prior to the Custodian's receipt of such confirmation. The Trust authorizes
the Custodian to record any and all telephonic or other oral Instructions communicated to the Custodian. The parties acknowledge
and agree that, with respect to Instructions transmitted by facsimile, the Custodian cannot verify that the signature of an Authorized
Person has been properly affixed and, with respect to Instructions transmitted by an Electronic Communication, the Custodian cannot
verify that the Electronic Communication has been initiated by an Authorized Person; accordingly, the Custodian shall have no liability
as a result of actions taken in reliance on unauthorized facsimile or Electronic Communication Instructions. The Custodian recommends
that any Instructions transmitted by the Trust via email be done so through a secure system or process. (b) "Special Instructions,"
as used herein, shall mean Instructions countersigned or confirmed in writing by the Treasurer or any other officer of the Trust,
which countersignature or confirmation shall be on the same instrument containing the Instructions or on a separate instrument
relating thereto. (c) Instructions and Special Instructions shall be delivered to the Custodian at the address and/or telephone,
facsimile transmission or email address agreed upon from time to time by the Custodian and the Trust. (d) Where appropriate, Instructions
and Special Instructions shall be continuing Instructions. (e) An Authorized Person shall be responsible for assuring the accuracy
and completeness of Instructions. If the Custodian reasonably determines that an Instruction is unclear or incomplete, the Custodian
may notify the Trust of such determination, in which case the Trust shall be responsible for delivering to the Custodian an amended
Instruction. The Custodian shall have no obligation to take any action until the Trust re-delivers to the Custodian an Instruction
that is clear and complete. (t) The Trust shall be responsible for delivering to the Custodian Instructions or Special Instructions
in a timely manner, after considering such factors as the involvement of subcustodians, brokers or agents in a transaction, time
zone differences, reasonable industry standards, etc. The Custodian shall have no liability if the Trust delivers Instructions
or Special Instructions to the Custodian after any deadline established by the Custodian. (g) By providing Instructions to acquire
or hold Foreign Assets (as defined in Rule 17f-S(a)(2) under the 1940 Act), the Trust shall be deemed to have confirmed to the
Custodian that the Trust has (i) considered and accepted responsibility for all Sovereign Risks and Country Risks (as hereinafter
defmed) associated with investing in a particular country or jurisdiction, and (ii) made all determinations and provided to shareholders
and other investors all disclosures required of registered investment companies by the 1940 Act. 3. DELIVERY OF CORPORATE DOCUMENTS.
Each of the parties to this Agreement represents that its execution does not violate any of the provisions of its respective charter,
articles of incorporation, partnership agreement, declaration of trust, 3
articles of association or bylaws, that all required corporate
or organizational action to authorize the execution and delivery of this Agreement has been taken, and that the person signing
this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized
to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). The Trust agrees to provide
the Custodian, upon request, documentation regarding the Trust and each Fund, including, by way of example: certificates of incorporation
or trust, by-laws, resolutions, registration statements, W-9s and other tax-related documentation, compliance policies and procedures
and other compliance documents, etc. In addition, the Trust has delivered or will promptly deliver to the Custodian, copies of
the Resolution(s) of its Board of Directors or Trustees and all amendments or supplements thereto, properly certified or authenticated,
designating certain officers or employees of each such Fund who will have continuing authority to certify to the Custodian: (a)
the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request,
direction, instruction, certificate or instrument on behalf of the Trust, and (b) the names, titles and signatures of those persons
authorized to countersign or confirm Special Instructions on behalf of the Trust (in both cases collectively, the "Authorized
Persons" and individually, an "Authorized Person"). Such Resolutions and certificates may be accepted and relied
upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect
until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may
rely upon any written designation furnished by the Treasurer or other officer of the Trust designating persons authorized to countersign
or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include
the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person
shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confrrm Special Instructions.
Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will
be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding
any of the foregoing, no Instructions or Special Instructions received by the Custodian from the Trust will be deemed to authorize
or permit any director, trustee, officer, employee, or agent of the Trust to withdraw any of the Assets of a Fund upon the mere
receipt of such authorization, Special Instructions or Instructions from such director, trustee, officer, employee or agent. 4.
POWERS AND DUTIES OF CUSTODIAN AND DOMESTIC SUBCUSTODIAN. Except for Assets held by any Foreign Subcustodian, Special Subcustodian
or Eligible Securities Depository appointed pursuant to Sections S(b), (c), or (f) of this Agreement, the Custodian shall have
and perform the powers and duties hereinafter set forth in this Section 4. For purposes of this Section 4 all references to powers
and duties of the "Custodian" shall also refer to any Domestic Subcustodian appointed pursuant to Section S(a). (a) Safekeeping.
The Custodian will keep safely the Assets of each Fund which are delivered to and accepted by it from time to time. The Custodian
shall notify the Trust if it is unwilling or unable to accept custody of any asset of any Fund. The Custodian shall not be responsible
for any property of a Fund held by a Fund and not delivered to the Custodian or for any pre-existing faults or defects in Assets
that are delivered to the Custodian. (b) Manner of Holding Securities. 4
(1) The Custodian shall at all times hold Securities of each
Fund either: (i) by physical possession of the share certificates or other instruments representing such Securities, in registered
or bearer form; in the vault of the Custodian, Domestic Subcustodian, a Special Custodian, depository or agent of the Custodian;
or in an account maintained by the Custodian or agent at a Securities System (as hereinafter defined); or (ii) in book-entry form
by a Securities System in accordance with the provisions of sub-paragraph (3) below. (2) The Custodian may hold registrable portfolio
Securities which have been delivered to it in physical form, by registering the same in the name of the appropriate Fund or its
nominee, or in the name of the Custodian or its nominee, for whose actions such Fund and Custodian, respectively, shall be fully
responsible. Upon the receipt of Instructions, the Custodian shall hold such Securities in street certificate form, so called,
with or without any indication of representative capacity. However, unless it receives Instructions to the contrary, the Custodian
will register all such portfolio Securities in the name of the Custodian's authorized nominee. All such Securities shall be held
in an account ofthe Custodian containing only assets of the appropriate Fund or only assets held by the Custodian for the benefit
of customers, provided that the records of the Custodian shall indicate at all times the Fund or other customer for which such
Securities are held in such accounts and the respective interests therein. (3) The Custodian may deposit and/or maintain domestic
Securities owned by a Fund in, and the Trust hereby approves use of: (a) The Depository Trust & Clearing Corporation; (b) any
other clearing agency registered with the Securities and Exchange Commission ("SEC") under section 17A of the Securities
Exchange Act of 1934, which acts as a securities depository; and (c) a Federal Reserve Bank or other entity authorized to operate
the federal book-entry system described in the regulations of the Department of the Treasury or book-entry systems operated pursuant
to comparable regulations of other federal agencies. Upon the receipt of Special Instructions, the Custodian may deposit and/or
maintain domestic Securities owned by a Fund in any other domestic clearing agency that may otherwise be authorized by the SEC
to serve in the capacity of depository or clearing agent for the Securities or other assets of investment companies and that acts
as a Securities depository. Each of the foregoing shall be referred to in this Agreement as a "Securities System", and
all such Securities Systems shall be listed on the attached Appendix A. Use of a Securities System shall be in accordance with
applicable Federal Reserve Board and SEC rules and regulations, if any, and subject to the following provisions: (i) The Custodian
may deposit the Securities directly or through one or more agents or Subcustodians which are also qualified to act as custodians
for investment companies. (ii) Securities held in a Securities System shall be subject to any agreements or rules effective between
the Securities System and the Custodian or a Subcustodian, as the case may be. (iii) Any Securities deposited or maintained in
a Securities System shall be held in an account ("Account") of the Custodian or a Subcustodian in the Securities System
that includes only assets held by the Custodian or a Subcustodian as a custodian or otherwise for customers. (iv) The books and
records of the Custodian shall at all times identify those Securities belonging to any one or more Funds which are maintained in
a Securities System. (v) The Custodian shall pay for Securities purchased for the account of a Fund only upon (a) receipt of advice
from the Securities System that such Securities have been transferred to the Account of the Custodian in accordance with the rules
of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such payment and transfer for
the account of such Fund. The Custodian shall transfer Securities sold for the account of a Fund only upon (a) receipt of advice
from the 5
Securities System that payment for such Securities has been
transferred to the Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry
on the records of the Custodian to reflect such transfer and payment for the account of such Fund. Copies of all advices from the
Securities System relating to transfers of Securities for the account of a Fund shall be maintained for such Fund by the Custodian.
Such copies may be maintained by the Custodian in electronic form. The Custodian shall make available to the Fund or its agent
on the next business day, by Electronic Communication, facsimile, or other means reasonably acceptable to both parties, daily transaction
activity that shall include each day's transactions for the account of such Fund. (vi) The Custodian shall, if requested by the
Trust pursuant to Instructions, provide such Fund with reports obtained by the Custodian or any Subcustodian with respect to a
Securities System's accounting system, internal accounting control and procedures for safeguarding Securities deposited in the
Securities System. (c) Free Delivery of Assets. Notwithstanding any other provision of this Agreement and except as provided in
Section 3 hereof, the Custodian, upon receipt of Special Instructions, will undertake to make free delivery of Assets, provided
such Assets are on hand and available, in connection with a Fund's transactions and to transfer such Assets to such broker, dealer,
Subcustodian, bank, agent, Securities System or otherwise as specified in such Special Instructions. (d) Exchange of Securities.
Upon receipt of Instructions, the Custodian will exchange Securities held by it for a Fund for other Securities or cash paid in
connection with any reorganization, recapitalization, merger, consolidation, conversion, or similar event, and will deposit any
such Securities in accordance with the terms of any reorganization or protective plan. Unless otherwise directed by Instructions,
the Custodian is authorized to exchange Securities held by it in temporary form for Securities in definitive form, to surrender
Securities for transfer into a name or nominee name as permitted in Section 4(b)(2), to effect an exchange of shares in a stock
split or when the par value of the stock is changed, to sell any fractional shares, and, upon receiving payment therefor, to surrender
bonds or other Securities held by it at maturity or call. (e) Purchases of Assets. (1) Securities Purchases. In accordance with
Instructions, the Custodian shall, with respect to a purchase of Securities, pay for such Securities out of monies held for a Fund's
account for which the purchase was made, but only insofar as monies are available therein for such purpose, and receive the Securities
so purchased. Unless the Custodian has received Special Instructions to the contrary, such payment will be made only upon delivery
of such Securities to the Custodian, a clearing corporation of a national securities exchange of which the Custodian is a member,
or a Securities System in accordance with the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, (i) in connection
with a repurchase agreement, the Custodian may release funds to a Securities System prior to the receipt of advice from the Securities
System that the Securities underlying such repurchase agreement have been transferred by book-entry into the Account maintained
with such Securities System by the Custodian, provided that the Custodian's instructions to the Securities System require that
the Securities System may make payment of such funds to the other party to the repurchase agreement only upon transfer by book-entry
of the Securities underlying the repurchase agreement into such Account; (ii) in the case of options, Interest Bearing Deposits,
currency deposits and other deposits, and foreign exchange 6
transactions, pursuant to Sections 4(g), 4(k), and 4(1) hereof,
the Custodian may make payment therefor before receipt of an advice of transaction; and (iii) the Custodian may make payment for
Securities or other Assets prior to delivery thereof in accordance with Instructions, applicable laws, generally accepted trade
practices, or the terms of the instrument representing such Security or other Asset, including, but not limited to, Securities
and other Assets as to which payment for the Security and receipt of the instrument evidencing the Security are under generally
accepted trade practices or the terms of the instrument representing the Security expected to take place in different locations
or through separate parties. (2) Other Assets Purchased. Upon receipt of Instructions and except as otherwise provided herein,
the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions. (t) Sales of Assets.
(1) Securities Sold. In accordance with Instructions, the Custodian shall, with respect to a sale, deliver or cause to be delivered
the Securities thus designated as sold to the broker or other person specified in the Instructions relating to such sale. Unless
the Custodian has received Special Instructions to the contrary, such delivery shall be made only upon receipt of payment therefor
in the form of: (a) cash, certified check, bank cashier's check, bank credit, or bank wire transfer; (b) credit to the account
of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member; or (c) credit
to the Account of the Custodian with a Securities System, in accordance with the provisions of Section 4(b)(3) hereof. NotwithstaiTding
the foregoing, the Custodian may deliver Securities and other Assets prior to receipt of payment for such Securities in accordance
with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security
or other Asset. For example, Securities held in physical form may be delivered and paid for in accordance with "street delivery
custom" to a broker or its clearing agent, against delivery to the Custodian of a receipt for such Securities, provided that
the Custodian shall have taken reasonable steps to ensure prompt collection of the payment for, or return of, such Securities by
the broker or its clearing agent, and provided further that the Custodian shall not be responsible for the selection of or the
failure or inability to perform of such broker or its clearing agent or for any related loss arising from delivery or custody of
such Securities prior to receiving payment therefor. (2) Other Assets Sold. Upon receipt of Instructions and except as otherwise
provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.
(g) Options. (1) Upon receipt of Instructions relating to the purchase of an option or sale of a covered call option, the Custodian
shall: (a) receive and retain Instructions or other documents, to the extent they are provided to the Custodian, evidencing the
purchase or writing of the option by a Fund; (b) if the transaction involves the sale of a covered call option, deposit and maintain
in a segregated account the Securities (either physically or by book-entry in a Securities System) subject to the covered call
option written on behalf of such Fund; and (c) pay, release and/or transfer such Securities, cash or other Assets in accordance
with any notices or other communications evidencing the expiration, termination or exercise of such options which are furnished
to the Custodian by the Options Clearing Corporation (the "OCC"), the securities or options exchanges on which such options
were traded, or such other organization as may be responsible for handling such option transactions. (2) Upon receipt of Instructions
relating to the sale of a naked option (including stock index and commodity options), the Custodian, the Trust on behalf of the
appropriate Fund and the broker-dealer 7
shall enter into an agreement to comply with the rules of the
OCC or of any registered national securities exchange or similar organizations(s). Pursuant to that agreement and the Trust's Instructions,
the Custodian shall: (a) receive and retain Instructions or other documents, if any, evidencing the writing of the option; (b)
deposit and maintain in a segregated account, Securities (either physically or by book-entry in a Securities System), cash and/or
other Assets; and (c) pay, release and/or transfer such Securities, cash or other Assets in accordance with any such agreement
and with any notices or other communications evidencing the expiration, termination or exercise of such option which are furnished
to the Custodian by the OCC, the securities or options exchanges on which such options were traded, or such other organization
as may be responsible for handling such option transactions. The Trust on behalf of the appropriate Fund and the broker-dealer
shall be responsible for determining the quality and quantity of assets held in any segregated account established in compliance
with applicable margin maintenance requirements and the performance of other terms of any option contract. (h) Segregated Accounts.
Upon receipt of Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts for and
on behalf of a Fund, into which account or accounts may be transferred Assets of such Fund, including Securities maintained by
the Custodian in a Securities System pursuant to Paragraph (b)(3) of this Section 4, said account or accounts to be maintained
(i) for the purposes set forth in Sections 4(g) and 4(m) and (ii) for the purpose of compliance by such Fund with the procedures
required by the SEC pursuant to rule, regulation, Investment Company Act Release Number 10666, any subsequent release or releases,
or otherwise, relating to the maintenance of segregated accounts by registered investment companies, if required or (iii) for such
other purposes as may be set forth, from time to time, in Special Instructions. The Custodian shall not be responsible for the
determination of the type or amount of Assets to be held in any segregated account referred to in this paragraph, or for compliance
by the Fund with required procedures noted in (ii) above. (i) Depositary Receipts. Upon receipt of Instructions, the Custodian
shall surrender or cause to be surrendered Securities to the depository used for such Securities by an issuer of American Depositary
Receipts or International Depositary Receipts (hereinafter referred to, collectively, as "ADRs"), against a written receipt
therefor adequately describing such Securities and written evidence satisfactory to the organization surrendering the same that
the depository has acknowledged receipt of instructions to issue ADRs with respect to such Securities in the name of the Custodian
or a nominee of the Custodian, for delivery in accordance with such instructions. Upon receipt of Instructions, the Custodian shall
surrender or cause to be surrendered ADRs to the issuer thereof, against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the organization surrendering the same that the issuer of the ADRs has acknowledged
receipt of instructions to cause its depository to deliver the Securities underlying such ADRs in accordance with such instructions.
G) Corporate Actions. Put Bonds. Called Bonds, Etc. Upon receipt of Instructions, the Custodian shall: (a) deliver warrants, puts,
calls, rights or similar Securities to the issuer or trustee thereof (or to the agent of such issuer or trustee) for the purpose
of exercise or sale, provided that the new Securities, cash or other Assets, if any, acquired as a result of such actions are to
be delivered to the Custodian; and (b) deposit Securities upon invitations for tenders thereof, provided that the consideration
for such Securities is to be paid or delivered to the Custodian, or the tendered Securities are to be returned to the Custodian.
8
Unless otherwise directed to the contrary in Instructions, the
Custodian shall comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights
of security ownership of which the Custodian receives notice through data services or publications to which it normally subscribes,
and shall promptly notify the Trust of such action. The Trust agrees that if it gives an Instruction for the performance of an
act on the last permissible date of a period established by the Custodian or any optional offer or on the last permissible date
for the performance of such act, it shall hold the Custodian harmless from any adverse consequences in connection with acting upon
or failing to act upon such Instructions. If the Trust wishes to receive or have its delegates receive periodic corporate action
notices of exchanges, calls, tenders, redemptions and other similar notices pertaining to Securities and to provide Instructions
with respect to such Securities via the internet, the Custodian and the Trust may enter into a Supplement to this Agreement whereby
the Trust will be able to participate in the Custodian's Electronic Corporate Action Notification Service. (k) Interest Bearing
Deposits. Upon receipt of Instructions directing the Custodian to purchase interest bearing fixed-term certificates of deposit
or call deposits (hereinafter referred to, collectively, as "Interest Bearing Deposits") for the account of a Fund, the
Custodian shall purchase such Interest Bearing Deposits with such banks or trust companies, including the Custodian, any Subcustodian
or any subsidiary or affiliate of the Custodian (hereinafter referred to as "Banking Institutions"), and in such amounts
as such Fund may direct pursuant to Instructions. Such Interest Bearing Deposits shall be denominated in U.S. dollars. Interest
Bearing Deposits issued by the Custodian shall be in the name of the Fund. Interest Bearing Deposits issued by another Banking
Institution may be in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally. The responsibilities
of the Custodian to a Fund for Interest Bearing Deposits issued by the Custodian shall be that of a U.S. bank for a similar deposit.
With respect to Interest Bearing Deposits issued by any other Banking Institution, (a) the Custodian shall be responsible for the
collection of income and the transmission of cash to and from such accounts; and (b) the Custodian shall have no duty with respect
to the selection of the Banking Institution or for the failure of such Banking Institution to pay upon demand. (I) Foreign Exchange
Transactions. (I) The Trust may appoint the Custodian as its agent in the execution of all currency exchange transactions. If requested,
the Custodian agrees to provide exchange rate and U.S. Dollar information, in writing, or by other means agreeable to both parties,
to the Trust or its delegates. (2) Upon receipt of Instructions, the Custodian shall settle foreign exchange contracts or options
to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Fund with such currency
brokers or Banking Institutions as the Trust or its delegates may determine and direct pursuant to Instructions. If, in its Instructions,
the Trust or its delegates does not direct the Custodian to utilize a particular currency broker or Banking Institution, the Custodian
is authorized to select such currency broker or Banking Institution as it deems appropriate to execute the Fund's foreign currency
transaction. It is understood that all such transactions shall be undertaken by the Custodian as agent for the Trust or its delegates.
(3) The Trust accepts full responsibility for its use of third party foreign exchange brokers and for execution of said foreign
exchange contracts and understands that the Fund shall be responsible for 9
any and all costs and interest charges which may be incurred
as a result of the failure or delay of its third party broker to deliver foreign exchange. The Custodian shall have no responsibility
or liability with respect to the selection of the currency brokers or Banking Institutions with which a Fund deals or the performance
or non-performance of such brokers or Banking Institutions. (4) Notwithstanding anything to the contrary contained herein, upon
receipt oflnstructions the Custodian may, in connection with a foreign exchange contract, make free outgoing payments of cash in
the form of U.S. Dollars or foreign currency prior to receipt of confirmation of such foreign exchange contract or confmnation
that the countervalue currency completing such contract has been delivered or received. (m) Pledges or Loans of Securities. (1)
Upon receipt of Instructions from the Trust on behalf of a Fund, the Custodian will release or cause to be released Securities
held in custody to the pledgees designated in such Instructions by way of pledge or hypothecation to secure loans incurred by such
Fund with various lenders including but not limited to UMB Bank, n.a.; provided, however, that the Securities shall be released
only upon payment to the Custodian of the monies borrowed, except that in cases where additional collateral is required to secure
existing borrowings, further Securities may be released or delivered, or caused to be released or delivered for that purpose upon
receipt of Instructions. Upon receipt of Instructions, the Custodian will pay, but only from funds available for such purpose,
any such loan upon re-delivery to it of the Securities pledged or hypothecated therefor and upon surrender of the note or notes
evidencing such loan. In lieu of delivering collateral to a pledgee, the Custodian, on the receipt of Instructions, shall transfer
the pledged Securities to a segregated account for the benefit of the pledgee. (2) Upon receipt of Instructions, the Custodian
will release securities to a securities lending agent appointed by the Fund and designated in such Instructions. The Custodian
shall act upon Instructions from the Trust on behalf of the Fund and/or such agent in order to effect securities lending transactions
on behalf of the Fund. For its services in facilitating a Fund's securities lending activities through such agent, the Custodian
may receive from the agent a portion of the agent's securities lending revenue or a fee directly from the Fund. The Custodian shall
have no responsibility or liability for any losses arising in connection with the agent's actions or omissions, including but not
limited to the delivery of Securities prior to the receipt of collateral, in the absence of negligence or willful misconduct on
the part of the Custodian. (n) Stock Dividends, Rights, Etc. The Custodian shall receive and collect all stock dividends, rights,
and other items of like nature and, upon receipt of Instructions, take action with respect to the same as directed in such Instructions.
(o) Routine Dealings. The Custodian will, in general, attend to all routine and operational matters in accordance with industry
standards in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with Securities or other property
of each Fund, except as may be otherwise provided in this Agreement or directed from time to time by Instructions from any particular
Fund. The Custodian may also make payments to itself or others from the Assets for disbursements and out-of-pocket expenses incidental
to handling Securities or other similar items relating to its duties under this Agreement, provided that all such payments shall
be accounted for to the appropriate Fund. (p) Collections. 10
The Custodian shall (a) collect amounts due and payable to each
Fund with respect to Securities and other Assets; (b) promptly credit to the account of each Fund all income and other payments
relating to Securities and other Assets held by the Custodian hereunder upon Custodian's receipt of such income or payments or
as otherwise agreed in writing by the Custodian and any particular Fund; (c) promptly endorse and deliver any instruments required
to effect such collection; and (d) promptly execute ownership and other certificates, affidavits and other documents for all federal,
state, local and foreign tax purposes in connection with receipt of income or other payments with respect to Securities and other
Assets, or in connection with the transfer of such SC?curities or other Assets; provided, however, that with respect to Securities
registered in so-called street name, or physical Securities with variable interest rates, the Custodian shall use its best efforts
to collect amounts due and payable to any such Fund. The Custodian shall not be responsible for the collection of amounts due and
payable with respect to Securities or other Assets that are in default. Any advance credit of cash or Securities expected to be
received shall be subject to actual collection and may, when the Custodian determines collection unlikely, be reversed by the Custodian.
(q) Dividends, Distributions and Redemptions. To enable each Fund to pay dividends or other distributions to shareholders of each
such Fund and to make payment to shareholders who have requested repurchase or redemption of their shares of each such Fund (collectively,
the "Shares"), the Custodian shall release cash or Securities insofar as available. In the case of cash, the Custodian
shall, upon the receipt of Instructions, transfer such funds by check or wire transfer to any account at any bank or trust company
designated by each such Fund in such Instructions. In the case of Securities, the Custodian shall, upon the receipt of Special
Instructions, make such transfer to any entity or account designated by each such Fund in such Special Instructions. (r) Proceeds
from Shares Sold. The Custodian shall receive funds representing cash payments received for shares issued or sold from time to
time by each Fund, and shall credit such funds to the account of the appropriate Fund. The Custodian shall notify the appropriate
Fund of Custodian's receipt of cash in payment for shares issued by such Fund by facsimile transmission or in such other manner
as such Fund and the Custodian shall agree. Upon receipt of Instructions, the Custodian shall: (a) deliver all federal funds received
by the Custodian in payment for shares as may be set forth in such Instructions and at a time agreed upon between the Custodian
and such Fund; and (b) make federal funds available to a Fund as of specified times agreed upon from time to time by such Fund
and the Custodian, in the amount of checks received in payment for shares which are deposited to the accounts of such Fund. (s)
Proxies and Notices; Compliance with the Shareholders Communication Act of 1985. The Custodian shall deliver or cause to be delivered
to the appropriate Fund, or its designated agent or proxy service provider, all forms of proxies, all notices of meetings, and
any other notices or announcements affecting or relating to Securities owned by such Fund that are received by the Custodian and,
upon receipt of Instructions, the Custodian shall execute and deliver, or cause a Subcustodian or nominee to execute and deliver
such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, the Custodian shall not vote
upon any such Securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto.
The Custodian will not release the identity of any Fund to an issuer which requests such information pursuant to the Shareholder
Communications Act of 1985 for the specific purpose of direct 11
communications between such issuer and any such Fund unless
a particular Fund directs the Custodian otherwise pursuant to Instructions. (t) Books and Records. The Custodian shall maintain
such records relating to its activities under this Agreement as are required to be maintained by Rule 31a-1 under the 1940 Act
and to preserve them for the periods prescribed in Rule 31a-2 under the 1940 Act. These records shall be open for inspection by
duly authorized officers, employees or agents (including independent public accountants) of the appropriate Fund during normal
business hours of the Custodian. The Custodian shall provide accountings relating to its activities under this Agreement as shall
be agreed upon by the Trust and the Custodian. (u) Opinion of Fund's Independent Certified Public Accountants. The Custodian shall
take all reasonable action as the Trust may request to obtain from year to year favorable opinions from the Trust's independent
certified public accountants with respect to the Custodian's activities hereunder and in connection with the preparation of the
Trust's periodic reports to the SEC and with respect to any other requirements of the SEC. (v) Reports by Independent Certified
Public Accountants. At the request of the Trust, the Custodian shall deliver to the Trusta written report, which may be in electronic
form, prepared by the Custodian's independent certified public accountants with respect to the services provided by the Custodian
under this Agreement, including, without limitation, the Custodian's accounting system, internal accounting control, fmancial strength
and procedures for safeguarding cash, Securities and other Assets, including cash, Securities and other Assets deposited and/or
maintained in a Securities System or with a Subcustodian. Such report shall be of sufficient scope and in sufficient detail as
may reasonably be required by the Trustand as may reasonably be obtained by the Custodian. (w) Bills and Other Disbursements. Upon
receipt of Instructions, the Custodian shall pay, or cause to be paid, all bills, statements, or other obligations of a Fund. (x)
Precious Metals The Trust may, upon Special Instructions, direct the Custodian to appoint, or instruct the Domestic Subcustodian
to appoint, a depository for the safekeeping and storage of gold, silver, platinum and other precious metals ("Precious Metals")
on behalf of each Fund. (y) Sweep or Automated Cash Management. Upon receipt of Instructions, the Custodian shall invest any otherwise
uninvested cash of any Fund held by the Custodian in a money market mutual fund, a cash deposit product, or other cash investment
vehicle made available by the Custodian from time to time (each, a "Sweep Vehicle"), in accordance with the directions
contained in such Instructions. If no such Instruction has been received by the Custodian, the Custodian shall invest uninvested
cash of each Fund in the Sweep Vehicle(s) previously chosen by the Trust or its delegates. If no Sweep Vehicle has been selected
by the Trust or its delegates, the Custodian, at its discretion, shall invest some or all of the balance in various Sweep Vehicles.
A fee may be charged 12
or a spread may be received by the Custodian for investing the
Fund's otherwise uninvested cash in the available Sweep Vehicles. The Custodian shall have no responsibility to determine whether
any purchases of a Sweep Vehicle by or on behalf of the Funds under the terms of this section will cause any Fund to exceed the
limitations contained in the 1940 Act on ownership of shares of another registered investment company or any other asset or portfolio
restrictions or limitations contained in applicable laws or regulations or the Funds' prospectus. The Trust agrees to indemnify
and hold harmless the Custodian from all losses, damages and expenses (including attorney's fees) suffered or incurred by the Custodian
as a result of a violation by such Fund of the limitations on ownership of shares of another registered investment company or any
other Sweep Vehicle. 5. SUBCUSTODIANS. From time to time, in accordance with the relevant provisions of this Agreement, (i) the
Custodian may appoint one or more Domestic Subcustodians, Foreign Subcustodians, Special Subcustodians or Interim Subcustodians
(each as hereinafter defined) to act on behalf of any one or more Funds; and (ii) the Custodian may be directed, pursuant to an
agreement between the Trust and the Custodian ("Delegation Agreement"), to appoint a Domestic Subcustodian to perform
the duties of the Foreign Custody Manager (as such term is defined in Rule 17f-5 under the 1940 Act) ("Approved Foreign Custody
Manager") for the Trust so long as such Domestic Subcustodian is so eligible under the 1940 Act. Such Delegation Agreement
shall provide that the appointment of any Domestic Subcustodian as the Approved Foreign Custody Manager must be governed by a written
agreement between the Custodian and the Domestic Subcustodian, which provides for compliance with Rule 17f-5. The Approved Foreign
Custody Manager may then appoint a Foreign Subcustodian or Interim Subcustodian in accordance with this Section 5. For purposes
of this Agreement, all Domestic Subcustodians, Special Subcustodians, Foreign Subcustodians and Interim Subcustodians shall be
referred to collectively as "Subcustodians." (a) Domestic Subcustodians. The Custodian may, at any time and from time
to time, appoint any bank as defmed in Section 2(a)(5) of the 1940 Act or any trust company or other entity, any of which meets
the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act for the Custodian
on behalf of any one or more Funds as a subcustodian for purposes of holding Assets.of such Fund(s) and performing other functions
of the Custodian within the United States (a "Domestic Subcustodian"). The Trust shall approve in writing the appointment
of the proposed Domestic Subcustodian; and the Custodian's appointment of any such Domestic Subcustodian shall not be effective
without such prior written approval of the Trust. Each such duly approved Domestic Subcustodian shall be reflected on Appendix
A hereto. (b) Foreign Subcustodians. (1) Foreign Subcustodians. The Approved Foreign Custody Manager may appoint any entity meeting
the requirements of an Eligible Foreign Custodian, as such term is defmed in Rule 17f-5(a)(1) under the 1940 Act, and which term
shall also include a bank that qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the 1940
Act or by SEC order is exempt therefrom (each a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian),
provided that the Approved Foreign Custody Manager's appointments of such Foreign l3
Subcustodians shall at all times be governed by an agreement
that complies with Rule 17f-5. (2) Notwithstanding the foregoing, in the event that the Approved Foreign Custody Manager determines
that it will not provide delegation services (i) in a country in which the Trust, on behalf of a Fund has directed that the Fund
invest in a security or other Asset or (ii) with respect to a specific Foreign Subcustodian which the Trust, on behalf of the Fund
has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Trust in
writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of the Approved Foreign Custody
Manager's delegation services in such country. The Custodian and the Approved Foreign Custody Manager (or Domestic Subcustodian)
as applicable, shall be entitled to rely on such direction from the Trust as a Special Instruction and shall have no duties or
liabilities under this Agreement save those that it may undertake specifically in writing with respect to each particular instance.
Upon the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designate, or cause the Approved Foreign
Custody Manager to designate, an entity (defmed herein as "Interim Subcustodian") designated by the Trust in such Special
Instructions, to hold such security or other Asset. In such event, the Trust represents and warrants that it has made a determination
that the arrangement with such Interim Subcustodian satisfies the requirements of the 1940 Act and the rules and regulations thereunder
(including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager and the Custodian
do not agree to provide fully to the Trust the services under this Agreement and the Delegation Agreement with respect to a particular
country or specific Foreign Subcustodian, the Trust may delegate such services to another delegate pursuant to Rule 17f-5. (c)
Special Subcustodians. Upon receipt of Special Instructions, the Custodian shall, on behalf of a Fund, appoint one or more banks,
trust companies or other entities designated in such Special Instructions to act for the Custodian on behalf of such Fund as a
subcustodian for purposes of: (i) effecting third-party repurchase transactions with banks, brokers, dealers or other entities
through the use of a common custodian or subcustodian; (ii) providing depository and clearing agency services with respect to certain
variable rate demand note Securities, (iii) providing depository and clearing agency services with respect to dollar denominated
Securities; and (iv) effecting any other transactions designated by the Trust or its delegates in such Special Instructions. Each
such designated subcustodian (hereinafter referred to as a "Special Subcustodian") shall be listed on Appendix A attached
hereto, as it may be amended from time to time. In connection with the appointment of any Special Subcustodian, the Custodian may
enter into a subcustodian agreement with the Special Subcustodian. (d) Termination of a Subcustodian. The Custodian may, at any
time in its discretion upon notification to the Trust, terminate any Subcustodian of such Fund(s) in accordance with the termination
provisions under the applicable subcustodian agreement, and upon the receipt of Special Instructions, the Custodian shall terminate
any Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement. (e) Information Regarding
Foreign Subcustodians. 14
At least once per calendar quarter and upon request of the Trust,
the Custodian shall deliver, or cause any Approved Foreign Custody Manager to deliver, to the Trust a letter or list stating: (i)
the identity of each Foreign Subcustodian then acting on behalf of the Custodian; (ii) the Eligible Securities Depositories (as
defined in Section S(f)) in each foreign market through which each Foreign Subcustodian is then holding cash, securities and other
Assets of any Fund; and (iii) such other information as may be requested by the Trust to ensure compliance with rules and regulations
under the 1940 Act. (f) Eligible Securities Depositories. (1) The Custodian or the Domestic Subcustodian may place and maintain
a Fund's Foreign Assets with an Eligible Securities Depository (as defmed in Rule 17f-7, which term shall include any other securities
depository for which the SEC by exemptive order has permitted registered investment companies to maintain their assets). (2) Upon
the request of the Trust, the Custodian shall direct the Domestic Subcustodian to provide to the Trust (including the Trust's board
of directors or trustees) and/or the Trust's adviser or other agent an analysis of the custody risks associated with maintaining
each Fund's Foreign Assets with such Eligible Securities Depository utilized directly or indirectly by the Custodian or the Domestic
Subcustodian as of the date hereof (or, in the case of an Eligible Securities Depository not so utilized as of the date hereof,
prior to the placement of the Fund's Foreign Assets at such depository) and at which any Foreign Assets of the Fund are held or
are expected to be held. The Custodian shall direct the Domestic Subcustodian to monitor the custody risks associated with maintaining
the Fund's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify the Trust
or its adviser of any material changes in such risks through the Approved Foreign Custody Manager's letter, market alerts or other
periodic correspondence. (3) The Custodian shall direct the Domestic Subcustodian to determine the eligibility under Rule 17f-7
of each foreign securities depository before maintaining the Fund's Foreign Assets therewith and shall promptly advise the Fund
if any Eligible Securities Depository ceases to be so eligible. Notwithstanding Subsection 17(c) hereof, Eligible Securities Depositories
may, subject to Rule 17f-7, be added to or deleted from such list from time to time. (4) Withdrawal of Assets. If an arrangement
with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7, the Custodian shall direct the Domestic
Subcustodian to withdraw the Fund's Foreign Assets from such depository as soon as reasonably practicable. 6. STANDARD OF CARE.
(a) General Standard of Care. The Custodian shall exercise due care, prudence and diligence in accordance with reasonable commercial
standards in discharging its duties hereunder. The Custodian shall be liable to a Fund for all losses, damages and reasonable costs
and expenses, including reasonable attorney's fees, suffered or incurred by such Fund resulting from the negligence or willful
misconduct of the Custodian; provided, however, in no event shall the Custodian be liable for special, indirect, consequential
or punitive damages arising under or in connection with this Agreement. (b) Actions Prohibited by Applicable Law, Etc. In no event
shall the Custodian incur liability hereunder if the Custodian or any Subcustodian or 15
Securities System, or any Subcustodian, Eligible Securities
Depository utilized by any such Subcustodian, or any nominee of the Custodian or any Subcustodian (individually, a "Person")
is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be
performed or omitted to be performed, by reason of: (i) any provision of any present or future law or regulation or order of the
United States of America, or any state thereof, or of any foreign country, or political subdivision thereof or of any court of
competent jurisdiction (and neither the Custodian nor any other Person shall be obligated to take any action contrary thereto);
or (ii) any "Force Majeure," which for purposes of this Agreement, shall mean any circumstance or event which is beyond
the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects
the performance by the Custodian of its obligations hereunder, by the Subcustodian of its obligations under its subcustodian agreement
or by any other agent of the Custodian or the Subcustodian, unless in each case, such delay or nonperformance is caused by the
negligence, bad faith or willful misconduct of the Custodian. Such Force Majeure events may include any event caused by, arising
out of or involving (a) an act of God, (b) accident, frre, water damage or explosion, (c) any computer, system outage or downtime
or other equipment failure or malfunction caused by any computer virus or any other reason or the malfunction or failure of any
communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage,
whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk (as defined
below), (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or
not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of cash, currency
or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting
the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian. Subject
to the Custodian's general standard of care set forth in Subsection 6(a) hereof and the requirements of Section 17(f) of the 1940
Act and Rules 17f-5 and 17f-7 thereunder, the Custodian shall not incur liability hereunder if any Person is prevented, forbidden
or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to
be performed by reason of any (i) "Sovereign Risk," which for the purpose of this Agreement shall mean, in respect of
any jurisdiction, including but not limited to the United States of America, where investments are acquired or held under this
Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation
or exchange control restrictions by any governmental authority, (c) the confiscation, expropriation or nationalization of any investments
by any governmental authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition
of taxes, levies or other charges affecting investments, (f) any change in the applicable law, or (g) any other economic, systemic
or political risk incurred or experienced that is not directly related to the economic or fmancial conditions of the Eligible Foreign
Custodian, except as otherwise provided in this Agreement or the Delegation Agreement, or (ii) "Country Risk," which
for the purpose of this Agreement shall mean, with respect to the acquisition, ownership, settlement or custody of investments
in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition,
payment for or ownership of investments, including (a) the prevalence of crime and corruption in such jurisdiction, (b) the inaccuracy
or unreliability of business and financial information (unrelated to the Approved Foreign Custody Manager's duties imposed by Rule
17f-5(c) under the 1940 Act or to the duties imposed on the Custodian by Rule 17f-7 under the 1940 Act), (c) the instability or
volatility of banking and fmancial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody
and settlement infrastructure ofthe market in which such investments are transacted and held, (e) the acts, omissions and operation
of any Eligible Securities Depository, it being understood that this provision shall not excuse the Custodian's performance under
the express terms of this Agreement, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and
securities transactions, registrars or transfer agents, (g) the existence of market conditions which prevent the orderly execution
or settlement of transactions or which affect the value of assets, and (h) the laws 16
relating to the safekeeping and recovery of a Fund's Foreign
Assets held in custody pursuant to the terms of this Agreement; provided, however, that, in compliance with Rule 17f-5, neither
Sovereign Risk nor Country Risk shall include the custody risk of a particular Eligible Foreign Custodian of a Fund's Foreign Assets.
(c) Liability for Past Records. Neither the Custodian nor any Domestic Subcustodian shall have any liability in respect of any
loss, damage or expense suffered by a Fund, insofar as such loss, damage or expense arises from the performance of the Custodian
or any Domestic Subcustodian in reliance upon records that were maintained for such Fund by entities other than the Custodian or
any Domestic Subcustodian prior to the Custodian's employment hereunder. (d) Advice of Counsel. The Custodian and all Domestic
Subcustodians shall be entitled to receive and act upon advice of counsel of its own choosing on all matters. The Custodian and
all Domestic Subcustodians shall be without liability for any actions taken or omitted in good faith pursuant to the advice of
counsel. (e) Advice ofthe Fund and Others. The Custodian and any Domestic Subcustodian may rely upon the advice of any Fund and
upon statements of such Fund's accountants and other persons believed by it in good faith to be expert in matters upon which they
are consulted, and neither the Custodian nor any Domestic Subcustodian shall be liable for any actions taken or omitted, in good
faith, pursuant to such advice or statements. (f) Information Services. The Custodian may rely upon information received from issuers
of Securities or agents of such issuers, information received from Subcustodians or depositories, information from data reporting.
services that provide detail on corporate actions and other securities information, and other commercially reasonable industry
sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6 (a), the Custodian
shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.
(g) Instructions Appearing to be Genuine. The Custodian and all Domestic Subcustodians shall be fully protected and indemnified
in acting as a custodian hereunder upon any Resolutions of the Board of Directors or Trustees, Instructions, Special Instructions,
advice, notice, request, consent, certificate, instrument or paper appearing to it to be genuine and to have been properly executed
and shall, unless otherwise specifically provided herein, be entitled to receive as conclusive proof of any fact or matter required
to be ascertained from any Fund hereunder a certificate signed by any officer of such Fund authorized to countersign or confirm
Special Instructions. The Custodian shall have no liability for any losses, damages or expenses incurred by a Fund arising from
the use of a non-secure form of email or other non-secure electronic system or process. (h) No Investment Advice. The Custodian
shall have no duty to assess the risks inherent in Securities or other Assets or to provide investment advice, accounting or other
valuation services regarding any such Securities or other Assets. 17
(i) Exceptions from Liability. Without limiting the generality
of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire
into, nor be liable for: (i) the validity ofthe issue of any Securities purchased by or for any Fund, the legality ofthe purchase
thereof or evidence of ownership required to be received by any such Fund, or the propriety of the decision to purchase or amount
paid therefor; (ii) the legality of the sale, transfer or movement of any Securities by or for any Fund, or the propriety of the
amount for which the same were sold; or (iii) any other expenditures, encumbrances of Securities, borrowings or similar actions
with respect to any Fund's Assets; and may, until notified to the contrary, presume that all Instructions or Special Instructions
received by it are not in conflict with or in any way contrary to any provisions of any such Fund's Declaration of Trust, Partnership
Agreement, Articles of Incorporation or By-Laws or votes or proceedings of the shareholders, trustees, partners or directors of
any such Fund, or any such Fund's currently effective Registration Statement on file with the SEC. 7. LIABILITY OF THE CUSTODIAN
FOR ACTIONS OF OTHERS. (a) Domestic Subcustodians Except as provided in Section 7(d), the Custodian shall be liable for the acts
or omissions of any Domestic Subcustodian to the same extent as if such actions or omissions were performed by the Custodian itself.
(b) Liability for Acts and Omissions ofForeign Subcustodians. The Custodian shall be liable to a Fund for any loss or damage to
such Fund caused by or resulting from the acts or omissions of any Foreign Subcustodian to the extent that, under the terms set
forth in the subcustodian agreement between the Custodian or a Domestic Subcustodian and such Foreign Subcustodian, the Foreign
Subcustodian has failed to perform in accordance with the standard of conduct imposed under such subcustodian agreement and the
Custodian or Domestic Subcustodian recovers from the Foreign Subcustodian under the applicable subcustodian agreement. (c) Securities
Systems. Interim Subcustodians, Special Subcustodians, Eligible Securities Depositories. The Custodian shall not be liable to any
Fund for any loss, damage or expense suffered or incurred by such Fund resulting from or occasioned by the actions or omissions
of a Securities System, Interim Subcustodian, Special Subcustodian, or Eligible Securities Depository unless such loss, damage
or expense is caused by, or results from, the negligence, bad faith or willful misconduct of the Custodian. (d) Failure of Third
Parties. The Custodian shall not be liable for any loss, damage or expense suffered or incurred by any Fund resulting from or occasioned
by the actions, omissions, neglects, defaults, insolvency or other failure of 18
any (i) issuer of any Securities or of any agent of such issuer;
(ii) any counterparty with respect to any Security or other Asset, including any issuer of any option, futures, derivatives or
commodities contract; (iii) investment adviser or other agent of a Fund; or (iv) any broker, bank, trust company or any other person
with whom the Custodian may deal (other than any of such entities acting as a Subcustodian, Securities System or Eligible Securities
Depository, for whose actions the liability of the Custodian is set out elsewhere in this Agreement); or (v) any agent or depository
(including but not limited to a securities lending agent or precious metals depository) with whom the Custodian may deal at the
direction of, and behalf of, a Fund; unless such loss, damage or expense is caused by, or results from, the negligence or willful
misconduct of the Custodian or the Custodian's breach of the terms of any contract between the Funds and the Custodian. 8. INDEMNIFICATION.
(a) Indemnification by Fund. Subject to the limitations set forth in this Agreement, the Trust agrees to indemnify and hold harmless
the Custodian and its nominees from all losses, damages and expenses (including reasonable attorneys' fees) suffered or incurred
by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or agents in the performance
of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by
the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent the
Custodian is liable under Sections 6 or 7 hereof. If any Fund requires the Custodian to take any action with respect to Securities,
which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee
assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite
to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to
it. (b) Indemnification by Custodian. Subject to the limitations set forth in this Agreement, the Custodian agrees to indemnify
and hold harmless the Trust from all losses, damages and expenses (with the exception of those damages and expenses referenced
in Section 6(a)) suffered or incurred by each such Fund caused by the negligence, bad faith or willful misconduct of the Custodian.
9. ADVANCES. In the event that the Custodian or any Subcustodian, Securities System, or Eligible Securities Depository acting either
directly or indirectly under agreement with the Custodian (each of which for purposes of this Section 9 shall be referred to as
"Custodian"), makes any payment or transfer of funds on behalf of any Fund as to which there would be, at the close of
business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of any such Fund, the Custodian
may, in its discretion without further Instructions, provide an advance ("Advance") to any such Fund in an amount sufficient
to allow the completion of the transaction by reason of which such payment or transfer of funds is to be made. In addition, in
the event the Custodian is directed by Instructions to make any payment or transfer of funds on behalf of any Fund as to which
it is subsequently determined that such Fund has overdrawn its cash account with the Custodian as of the close of business on the
date of such payment or transfer, said overdraft shall constitute an Advance. Any Advance in a domestic market shall be payable
by the Fund on behalf of which the Advance was made on demand by Custodian, unless otherwise agreed by such Fund and the Custodian,
and shall accrue interest from the date of the Advance to the date of 19
payment by such Fund to the Custodian at a rate equal to the
federal funds effective rate plus 1.5%. An Advance in a foreign market may be subject to a higher rate. It is understood that any
transaction in respect of which the Custodian shall have made an Advance, including but not limited to a foreign exchange contract
or transaction in respect of which the Custodian is not acting as a principal, is for the account of and at the risk of the Fund
on behalf of which the Advance was made, and not, by reason of such Advance, deemed to be a transaction undertaken by the Custodian
for its own account and risk. The Custodian and the Trust acknowledge that the purpose of Advances is to finance temporarily the
purchase or sale of Securities for prompt delivery in accordance with the settlement terms of such transactions or to meet emergency
expenses not reasonably foreseeable by a Fund. The Custodian shall promptly notifY the appropriate Fund of any Advance. Such notification
may be communicated by telephone, Electronic Communication or facsimile transmission or in such other manner as the Custodian may
choose. Nothing herein shall be deemed to create an obligation on the part of the Custodian to advance monies to a Fund. 10. SECURITY
INTEREST. To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments,
obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this
Agreement (collectively, "Liabilities"), except for any Liabilities arising from or the Custodian's negligence or willful
misconduct, the Trust grants to the Custodian a security interest in all of the Fund's Securities and other Assets now or hereafter
in the possession of the Custodian and all proceeds thereof(collectively, the "Collateral"). A Fund shall promptly reimburse
the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfY any of the Liabilities as and when due
and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder
or under local law, the rights and remedies of a secured party under the New York Uniform Commercial Code. Without prejudice to
the Custodian's rights under applicable law, the Custodian shall be entitled, without notice to the Trust, to withhold delivery
of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds
and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest
on any such unpaid Liability as the Custodian deems reasonable, and all costs and expenses (including reasonable attorney's fees)
incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral. 11. COMPENSATION. Each
Fund will pay to the Custodian such compensation as is set forth on Schedule A hereto, or as otherwise agreed to in writing by
the Custodian and each such Fund from time to time. In addition, each Fund shall reimburse the Custodian for all reasonable out-of-pocket
expenses incurred by the Custodian in connection with this Agreement, but excluding salaries and usual overhead expenses. Such
compensation, and expenses shall be billed to each such Fund and paid in cash to the Custodian. 12. POWERS OF ATTORNEY. Upon request,
the Trust shall deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary
or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement. 13. TAX LAWS. The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on a Fund or on the Custodian as custodian for such Fund by the tax law of any country or
of any state or 20
political subdivision thereof. The Trust agrees to indemnify
the Custodian for and against any such obligations including taxes, tax reclaims, withholding and reporting requirements, claims
for exemption or refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may
be assessed against the Fund or the Custodian as custodian of a Fund. 14. TERMINATION AND ASSIGNMENT. The Trust or the Custodian
may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested)
to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement,
the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements,
costs and expenses paid or incurred. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party's
expense, all Assets held by it hereunder to a successor custodian designated by the Trust or, if a successor custodian is not designated,
then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian
shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to
activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain
in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation
at the same rates as agreed to by the Custodian and the Trust during the term of this Agreement as set forth in Section 11. This
Agreement may not be assigned by the Custodian or the Trust without the respective consent of the other. 15. ADDITIONAL FUNDS.
An additional Fund or Funds may be added to this Agreement after the date hereof by an instrument in writing to such effect signed
by the Trust and the Custodian. If this Agreement is terminated as to one or more of the Funds (but less than all of the Funds)
or if an additional Fund or Funds are added to this Agreement, there shall be delivered to each party an Appendix B or an amended
Appendix B, deleting or adding such Fund or Funds, as the case may be. The termination of this Agreement as to less than all of
the Funds shall not affect the obligations of the Custodian and the remaining Funds hereunder as set forth on the signature page
hereto and in Appendix B as revised from time to time. 16. NOTICES. As to the Trust, notices, requests, instructions and other
writings delivered to Pear Tree Funds, 55 Old Bedford Road, Lincoln, Massachusetts 01773, postage prepaid, or to such other address
as any particular Fund may have designated to the Custodian in writing, shall be deemed to have been properly delivered or given
to a Fund. Notices, requests, instructions and other writings delivered to the Custodian at its office at 928 Grand Blvd., 5th
Floor, Attn: Peter Bergman, Kansas City, Missouri 64106, postage prepaid, or to such other addresses as the Custodian may have
designated to the Trust in writing, shall be deemed to have been properly delivered or given to the Custodian hereunder; provided,
however, that procedures for the delivery of Instructions and Special Instructions shall be governed by Section 2(c) hereof. 17.
CONFIDENTIALITY. The parties agree that all Information, books and records provided by the Custodian or the Trust to each other
in connection with this Agreement, and all information provided by either party pertaining to 21
its business or operations, is "Confidential Information."
All Confidential Information shall be used by the party receiving such information only for the purpose of providing or obtaining
services under this Agreement and, except as may be required to carry out the terms of this Agreement, shall not be disclosed to
any other party without the express consent of the party providing such Confidential Information. The foregoing limitations shall
not apply to any information that is available to the general public other than as a result of a breach of this Agreement, or that
is required to be disclosed by or to any entity having regulatory authority over a party hereto or any auditor of a party hereto
or that is required to be disclosed as a result of a subpoena or other judicial process, or otherwise by applicable laws. 18. ANTI-MONEY
LAUNDERING COMPLIANCE. The Trust represents and warrants that it, its transfer agent and/or its principal underwriter has established
and maintain policies and procedures designed to meet the requirements imposed by the USA PATRIOT Act, including policies and procedures
designed to detect and prevent money laundering, including those required by the USA PATRIOT Act. The Trust agrees to provide to
the Custodian, from time to time upon the request of the Custodian, certifications regarding its compliance with the USA PATRIOT
Act and other anti-money laundering laws. The Trust acknowledges that, because the Custodian will not have information regarding
the shareholders of the Funds, the Trust will assume responsibility for customer identification and verification and other CIP
requirements in regard to such shareholders. 19. MISCELLANEOUS. (a) This Agreement is executed and delivered in the State of Missouri
and except as expressly provided herein shall be governed by the laws of such state. (b) All of the terms and provisions ofthis
Agreement shall be binding upon, and inure to the benefit of, and be enforceable by the respective successors and assigns of the
parties hereto. (c) No provisions of this Agreement may be amended, modified or waived in any manner except in writing, properly
executed by both parties hereto; provided, however, Appendix A may be amended from time to time as Domestic Subcustodians, Securities
Systems, and Special Subcustodians are approved or tenninated according to the terms of this Agreement. (d) The captions in this
Agreement are included for convenience of reference only, and in no way defme or delimit any of the provisions hereof or otherwise
affect their construction or effect. (e) This Agreement shall be effective as ofthe date of execution hereof. (f) This Agreement
may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same instrument. (g) If any part, tenn or provision of this Agreement is held to be illegal, in conflict
with any law or otherwise invalid by any court of competent jurisdiction, the remaining portion or portions shall be considered
severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement
did not contain the particular part, term or provision held to be illegal or invalid. (h) Entire Agreement. This Agreement and
the Delegation Agreement (if applicable), as amended from time to time, constitute the entire understanding and agreement of the
parties thereto with respect to the subject matter therein and accordingly, supersedes as of the effective 22
date
of this Agreement any custodian agreement heretofore in effect between the Funds and
the Custodian. (i) The rights and obligations contained in Sections 6, 7, 8, 9, 10, 11
and 17 of this Agreement shall continue, notwithstanding the termination of this Agreement,
in order to fulfill the intention of the parties as described in such Sections. (j) The
Trust hereby grants to Custodian and its affiliate UMB Fund Services, Inc. ("UMBFS")
the right to identify the Trust as a client or former client and to use the Trust's name
and logo in client lists on UMBFS' website, for marketing purposes and in requests for
information and proposals. (k) A copy of the Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts. This Agreement is executed or made by
or on behalf of the Trust or by them as Trustees or as officers or officer and not individually
and the obligations of this Agreement are not binding upon any of them or the shareholders
of the Trust individually but are binding only upon the assets and property of the Trust.
All expenses, fees, charges, taxes and liabilities incurred or arising in connection
with this Agreement with a particular Fund shall be payable solely out of the assets
of that Fund. [Signature page foUows.) 23
3/22/20
Schedule A to the Custody Agreement by and between Pear Tree
Funds and UMB Bank, N.A. Domestic Custody Fees Net Asset Value Fee* To be computed as of month-end on the average net asset value
of the entire fund family at the annual rate of: 0.20 basis point, plus • All assets *Subject to an annual minimum $10,000
Portfolio Transaction Fees $4.00 $8.00 $30.00 $1.00 $30.00 $3.00 $30.00 $4.00 $10.00 $15.00 $8.00 • • • • •
• • • • • • DTC* Fed book entry* Physical* Principal paydown Option (purchased or written)/future
Inter-account book transfer Corporate action/call/reorganization UMB repurchase agreement* Third Party FX Tri-party repurchase
agreement* Wire in/out and check issued (non-settlement-related) * A transaction includes buys, sells, maturities, or free security
movements. MutualFund Trade (RIC) Buy, sell or free security movement $10.00 MutualFund Dividend Transaction (RIC) Dividend, capital
gain or re-invest, each $5.00 Out-of-Pocket Expenses Out-of-pocket expenses include but are not limited to security transfer fees,
certificate fees, shipping/courier fees or charges, bank DDA service charges, proxy fees/charges, legal review/processing of restricted
and private placement securities, custom programming charges, and expenses, including but not limited to reasonable attorney's
fees, incurred in connection 25
with responding to and complying with SEC or other regulatory
investigations, inquiries or subpoenas, excluding routine examinations of UMB in its capacity as a service provider. All fees,
other than basis point fees, are subject to an annual escalation equal to the increase in the Consumer Price Index-Urban Wage Earners
(CPI}. Such escalations shall be effective commencing one year from the effective date of the Trust and the corresponding date
each year thereafter. No amendment of this fee schedule shall be required with each escalation. CPI will be determined by reference
to the Consumer Price Index News Release issued by the Bureau of Labor Statistics, U.S. Department of Labor. This fee schedule
pertains to custody of U.S. domestic assets only. We will provide our fee schedule for Euroclear and global custody upon request.
Fees for services not contemplated by this schedule will be negotiated on a case-by-case basis. Global Custody Fees Annual Asset
Charge (basis points) Per-Transaction Charge 155 50 18 35 95 100 20 125 165 115 22 110 13 60 90 90 75 70 75 25 22 50 45 20 1 2.8
45 45 0.9 45 62 45 4 50 0.7 15 15 12 27 45 45 10 4 11 Argentina Australia Austria Bahrain Bangladesh Belgium Bermuda Bosnia Botswana
Brazil Bulgaria Canada Chile China -A China - B/HK Colombia Costa Rica Croatia Cyprus Brazil Czech Republic 26
Annual Asset Charge (basis points) 0.9 40 14 30 1.2 0.8 0.75
60 55 0.75 10 1.75 15 5.5 5.5 8 1.4 20 0.85 50 45 1.2 65 30 35 3.5 40 55 35 45 80 4 25 50 3.5 40 55 23 60 45 45 10 20 16 175 100
13 35 18 45 25 23 35 20 50 18 125 105 13 120 120 85 20 120 85 125 85 180 32 85 140 23 85 145 Denmark Ecuador Egypt Estonia Euroclear
Finland France Georgia Ghana Germany Greece Hong Kong Hungary Iceland India Indonesia Ireland Israel Italy Ivory Coast Jamaica
Japan Jordan Kazakhstan Kenya Korea (South) Kuwait Latvia Lebanon Lithuania Macedonia Malaysia Malta Mauritius Mexico Morocco Namibia
27
I I AnnualAsset Charge Per-Transaction Charge 21 35 85 18 125
80 110 90 85 45 40 30 130 155 60 130 120 30 70 140 20 25 80 18 15 45 135 35 55 30 175 120 150 9 100 90 110 j Count Netherlands
New Zealand Nigeria Norway Oman Pakistan Palestine Panama Peru Philippines Poland Portugal Qatar Romania Russia Saudi Arabia Serbia
Singapore Slovakia Slovenia South Africa Spain Sri Lanka Sweden Switzerland Taiwan Tanzania Thailand Tunisia Turkey UAE Uganda
Ukraine United Kingdom Uruguay Venezuela Vietnam (basis points) 1.5 2 55 0.85 35 40 30 42 40 6 7 3.5 60 33 14 45 40 2.3 35 70 1.5
2 25 0.9 0.85 9.5 55 4.5 50 10 50 40 85 0.35 40 40 50 28
AnnualAsset Charge (basis points) 35 50 Per-Transaction Charg'e-_,
Zambia Zimbabwe 90 125 Additional Charges, Each • • • Trade correction and cancel Late instruction Non-automated
trade instruction $15 $15 $15 Please note: Asset and transaction charges for markets not listed above will be negotiated by both
parties prior to investment. Out-of-Pocket Expenses Out-of-pocket expenses include but are not limited to all locally mandated
charges, document completion services, communications expenses, telex, audit reporting, legal, telephone, duplication, forms, supplies,
depository charges, Euroclear deposit and withdrawal charges, direct expenses including but not limited to stamp duties, foreign
investor registration charges, commissions, dividend and income collection charges, local taxes, certificate fees, proxy fees and
charges, special handling charges, registration fees, transfer charges, custom programming, holding charges, postage including
overnight and other courier services, and expenses, including but not limited to attorney's fees, incurred in connection with responding
to and complying with SEC or other regulatory investigations, inquiries or subpoenas, excluding routine examinations of UMB in
its capacity as a service provider to the funds. All fees, other than basis point fees, are subject to an annual escalation equal
to the increase in the Consumer Price Index-Urban Wage Earners (CPI). Such escalations shall be effective commencing one year from
the effective date of the Trust and the corresponding date each year thereafter. No amendment of this fee schedule shall be required
with each escalation. CPI will be determined by reference to the Consumer Price Index News Release issued by the Bureau of Labor
Statistics, U.S. Department of Labor. This fee schedule pertains to custody of Euroclear and foreign local-market assets only.
UMB Bank will provide its fee schedule for U.S. domestic custody separately and upon request. Fees for services not contemplated
by this schedule will be negotiated on a case-by-case basis. 29
3/22/20
APPENDIXB CUSTODYAGREEMENT LISTTHEFUNDS 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 Pear Tree Polaris Small Cap Fund Pear Tree Quality Fund 31
Exhibit Item 28(g)(4)
RULE 17f-5 DELEGATION AGREEMENT By its execution of this Delegation
Agreement by and between UMB Bank, n.a. (the Custodian), a national banking association, with its principal office in Kansas City,
Missouri, and each of the registered investment companies (on behalf of any series thereof, if applicable) listed on the Appendix
to this Agreement, together with such additional companies as shall be made parties to this Agreement by the execution of a revised
Appendix to this Agreement (such companies, and any series thereof, are referred to individually as a "Fund" and, collectively,
as the "Funds"), the Funds hereby direct the Custodian to appoint Brown Brothers Harriman & Co., a limited partnership
formed under the laws of the State ofNew York, as the Approved Foreign Custody Manager (the Delegate) under the terms of the Custody
Agreement between the Funds and the Custodian to perform certain functions with respect to the custody of the Funds' Assets (as
defined in Section 13 of this Delegation Agreement) outside the United States of America. WHEREAS, the Delegate has agreed to provide
global custody services to the Custodian on behalf of the Funds through a Custodian Agreement; and NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the Funds and Custodian agree as follows. Capitalized terms shall have
the meaning indicated in Section 13 of this Delegation Agreement unless otherwise indicated. 1. Maintenance of Funds' Assets Abroad.
Each Fund, acting through its Board of Directors or Trustees (the Board), or its du1y authorized representative, hereby instructs
the Custodian to enter into a written agreement with the Delegate to place and maintain the Fund's Assets outside the United States
in accordance with instructions received from the Fund's investment adviser. (An investment adviser may include any du1y authorized
sub-adviser to the Fund.) Such I Exhibit Item 28(g)(4)
instruction shall represent a Special Instruction under the
terms of the Custody Agreement between the Fund and the Custodian (the Custody Agreement). Each Fund acknowledges that: (a) the
Custodian shall direct the Delegate to perform services hereunder only with respect to the countries where the Delegate provides
custodial services to the Fund as indicated on the Delegate Global Custody Network Listing; (b) depending on conditions in the
particular country, advance notice may be required before the Delegate, upon the Custodian's direction, shall be able to perform
its duties in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances
attendant to performance of duties in such country); and (c) nothing in this Delegation Agreement shall require the Custodian to
direct the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as
to which the Delegate determines it will not provide delegation services. 2. Delegation. Pursuant to the provisions of Rule 17f-5
under the Investment Company Act of 1940 (the 1940 Act), and on behalf of and at the direction of the Funds, each Fund's Board
hereby directs the Custodian, and the Custodian hereby agrees, to appoint the Delegate to perform only those duties set forth in
this Delegation Agreement concerning the safekeeping of each Funds' Assets in each of the countries as to which Custodian has reported
to the Funds that the Custodian shall have appointed the Delegate to act pursuant to Rule 17f-5. The Custodian is hereby authorized
to take such actions, and to direct the Delegate to take such actions, on behalf of or in the name of the Funds as are reasonably
required to discharge its duties under this Delegation Agreement, including, without limitation, to cause the Funds' Assets to
be placed with a particular Eligible Foreign Custodian in accordance herewith. Each Fund confirms that its Board or investment
adviser has considered and accepted the Sovereign Risk and prevailing Country Risk as part of its continuing investment decision
process. 2
3.
Selection of Eligible Foreign Custodian and Contract Administration. The Custodian shall
direct the Delegate pursuant to a written agreement to perform the following duties with
respect to the selection of Eligible Foreign Custodians and administration of certain
contracts governing the Funds' foreign custodial arrangements: (a) Selection of Eligible
Foreign Custodian. The Delegate shall place and maintain the Funds' Assets with an Eligible
Foreign Custodian; provided that, the Delegate shall be required to determine that the
Funds' Assets will be subject to reasonable care based on the standards applicable to
custodians in the relevant market, after considering all factors relevant to the safekeeping
of such assets, including without limitation: (i) The Eligible Foreign Custodian's practices,
procedures,and internal controls, including, but not limited to, the physical protections
available for certificated securities (if applicable), the controls and procedures for
dealing with any Eligible Securities Depository, the method of keeping custodial records,
and the security and data protection practices; (ii) Whether the Eligible Foreign Custodian
has the requisite financial strength to provide reasonable care for the Funds' Assets;
(iii) The Eligible Foreign Custodian's general reputation and standing; and (iv) Whether
the Funds will have jurisdiction over and be able to enforce judgments against the Eligible
Foreign Custodian, such as by virtue of the existence of any offices of such Eligible
Foreign Custodian in the United States or such
Eligible
Foreign Custodian's appointment of an agent for service of process in the United States
or consent to jurisdiction in the United States. The Delegate shall be required to make
the foregoing determination consistent with the standard of care set forth in Section
8 of this Delegation Agreement. (b) Contract Administration. The Custodian shall require
that the Delegate cause that the foreign custody arrangements with an Eligible Foreign
Custodian be governed by a written contract that the Delegate has determined will provide
reasonable care for the Funds' Assets based on the standards applicable to custodians
in the relevant market after considering all factors relevant to the safekeeping of the
Funds' Assets as specified in Rule 17f-5(c)(l). Each such contract shall, except as set
forth in the last paragraph of this subsection (b), include provisions that provide:
(i) For indemnification or msurance arrangements (or any combination of the foregoing)
such that the Funds will be adequately protected against the risk of loss of assets held
in accordance with such contract; (ii) That the Funds' Assets will not be subject to
any right, charge, security interest, lien or claim of any kind in favor of the Eligible
Foreign Custodian or its creditors, except a claim of payment for their safe custody
or administration or, in the case of cash deposits, liens or rights in favor of creditors
of such Custodian arising under bankruptcy, insolvency or similar laws; (iii) That beneficial
ownership of each Fund's Assets will be freely transferable without the payment of money
or value other than for safe custody or 4
administration; (iv) That adequate records will be maintained
identifying each Fund's Assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) That
each Fund's independent public accountants will be given access to those records described in (iv) above or confirmation of the
contents of such records; and (vi) That the Fund will receive periodic reports with respect to the safekeeping of each Fund's Assets,
including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing foreign
assets held for the benefit of the Fund. The Custodian may permit in its agreement with the Delegate that such contract may contain,
in lieu of any or all of the provisions specified in this Section 3(b), such other provisions that the Delegate determines will
provide, in their entirety, the same or a greater level of care and protection for the Funds' Assets as the specified provisions,
in their entirety. (c) Limitation to Delegated Selection. Notwithstanding anything in this Delegation Agreement to the contrary,
the agreement between the Custodian and the Delegate may provide that the duties under this Section 3 shall apply only to Eligible
Foreign Custodians selected by the Delegate and shall not apply to any Eligible Foreign Custodian that the Delegate is directed
to use pursuant to Section 7 of this Delegation Agreement. 4. Monitoring. The Custodian shall enter into an agreement with the
Delegate that requires 5
the Delegate to establish a system to monitor the appropriateness
of maintaining each Fund's Assets with each Eligible Foreign Custodian that has been selected by the Delegate pursuant to Section
3 of this Delegation Agreement. The Custodian shall direct the Delegate to monitor the continuing appropriateness of placement
of each Fund's Assets in accordance with the criteria established under Section 3(a) of this Delegation Agreement and such Eligible
Foreign Custodian's actual performance in accordance with the written contract as provided in Section 3(b) of this Delegation Agreement.The
Custodian shall direct the Delegate to monitor the continuing appropriateness of the contract governing each Fund's arrangements
in accordance with the criteria established under Section 3(b) ofthis Delegation Agreement. 5. Reporting. The Custodian shall enter
into an agreement with the Delegate providing that, initially, prior to the placement of a Fund's Assets with any Eligible Foreign
Custodian, and thereafter, at least quarterly and at such other times as the Board deems reasonable and appropriate based on the
circumstances of the Fund's arrangements, the Delegate shall provide to the Board of each Fund, or to the Custodian for prompt
provision to such Board, written reports specifying placement of the Fund's Assets with each Eligible Foreign Custodian selected
by the Delegate pursuant to Section 3 of this Delegation Agreement and shall promptly report as to any material changes to such
foreign custody arrangements. Such reporting will include the appropriateness of maintaining the Fund's Assets with a particular
custodian under paragraph (c)(l) of Rule 17f-5 and the performance of the contract under paragraph (c)(2) of Rule 17f-5. The agreement
may provide that the Delegate will prepare such a report with respect to any Eligible Foreign Custodian that the Delegate has been
instructed to use pursuant to Section 7 hereunder only to the extent specifically agreed with respect to the particular situation.
6
6. Withdmwal of Fund Assets. The Custodian shall enter into
an agreement with the Delegate providing that, if the Delegate determines that an arrangement with a specific Eligible Foreign
Custodian selected by the Delegate consistent with Section 3 of this Delegation Agreement no longer meets the requirements of said
Section, the Delegate shall give the Custodian prompt notice of such determination and upon instructions the Delegate shall withdraw
each Fund's Assets from the non-complying arrangement as soon as reasonably practicable. The Delegate shall use good faith to notify
the Custodian as to any facts known to the Delegate, considering whether such withdrawal would require liquidation of any of the
Fund's Assets or would materially impair the liquidity, value or other investment characteristics of the Fund's Assets. Any such
instructions from the Fund or the Fund's investment adviser to the Custodian regarding liquidation or withdrawal shall be in the
form of Special Instructions. 7. Direction as to Eligible Foreign Custodian. Notwithstanding this Delegation Agreement, each Fund,
acting through its Board, its investment adviser or its other authorized representative, may instruct the Custodian to direct the
Delegate to place and maintain the Fund's Assets in a particular country or with a particular Eligible Foreign Custodian, including
without limitation with respect to investment in countries as to which the Delegate reasonably determines that it will not provide
delegation services.In the event that the Delegate determines that it will provide delegation services in such country or with
such Eligible Foreign Custodian, the Custodian will comply with the provisions otherwise set forth in this Delegation Agreement.
In the event that the Delegate reasonably determines that it will not provide delegation services in such country or with such
Eligible Foreign Custodian, the Custodian and Delegate shall be entitled to rely on any such instruction as a Special Instruction
and shall have no duties or liabilities under this Delegation Agreement with respect to such arrangement save those that it 7
may undertake specifically in writing with respect to each particular
instance; provided that this Delegation Agreement and the Custodian Agreement shall not constitute the Custodian or the Delegate
as the exclusive delegate of any of the Funds for purposes of Rule 17f-5 and, particularly where Custodian does not agree to provide
fully the services under this Delegation Agreement and the Custody Agreement to a Fund with respect to a particular country, the
Fund may delegate such services to another delegate pursuant to Rule 17f-5. 8. Standard of Care.In carrying out its duties under
this Delegation Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility
for safekeeping the Funds' Assets would exercise. In addition, the Custodian will enter into a written agreement with the Delegate
providing that, in carrying out its duties under its agreement with the Custodian, the Delegate will exercise reasonable care,
prudence and diligence such as a person having responsibility for safekeeping of the Funds' Assets would exercise. 9. Liability
of the Custodian for Actions of Other Persons. The Custodian shall be liable for the actions or omissions of the Delegate or any
Eligible Foreign Custodian as set forth in the Custody Agreement between the Custodian and the Funds, except as provided in Section
7 hereunder. 10. Representations. The Custodian hereby represents and warrants that it is a U.S. Bank and that this Delegation
Agreement has been duly authorized, executed and delivered by the Custodian and is a legal, valid and binding agreement of the
Custodian enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy
laws and any other similar laws affecting the rights and remedies of creditors generally and by 8
equitable principles. The Custodian will enter into an agreement
with the Delegate in which the Delegate will represent and warrant that it is a U.S. Bank and that the agreement between the Custodian
and the Delegate has been duly authorized, executed and delivered by the Delegate and is a legal, valid and binding agreement of
the Delegate enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy
laws and any other similar laws affecting the rights and remedies of creditors generally and by equitable principles. Each Fund
hereby represents and warrants that its Board has determined that it is reasonable to rely on the Custodian to direct the Delegate
to perform the delegated responsibilities provided for herein and that this Delegation Agreement has been duly authorized, executed
and delivered by the Fund and is a legal, valid and binding agreement of the Fund enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy laws and any other similar laws affecting the rights
and remedies of creditors generally and by equitable principles. 11. Effectiveness; termination. This Delegation Agreement shall
be effective as of October 21, 2019. This Delegation Agreement may be terminated at any time, without penalty, by written notice
from the terminating party to the non-terminating party. Such termination shall be effective on the 60th day following the date
on which the non-terminating party shall receive the foregoing notice. The foregoing to the contrary notwithstanding, this Delegation
Agreement shall be deemed to have been terminated concurrently with the termination of the Custody Agreement.The Custodian shall
terminate its agreement with the Delegate pursuant to this Delegation Agreement concurrently with any termination of this Delegation
Agreement. 9
12. Notices. Notices and other communications under this Delegation
Agreement are to be made in accordance with the arrangements designated for such purpose under the Custody Agreement unless otherwise
indicated in a writing referencing this Delegation Agreement and executed by both parties. 13. Definitions. Capitalized terms m
this Delegation Agreement have the following meanings: a. Country Risk - shall mean, with respect to the acquisition, ownership,
settlement or custody of investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and market
factors affecting the acquisition, payment for or ownership of investments including (a) the prevalence of crime and corruption
except for crime or corruption by the Eligible Foreign Custodian or its employees, directors or officers for which the liability
of the Custodian, the Delegate or the Approved Foreign Custody Manager is not predicated upon recovery of such damages from the
Eligible Foreign Custodian as set forth in the Global Custody Network Listing, (b) the inaccuracy or unreliability of business
and financial information (unrelated to the Custodian's duties imposed by Rule 17f-5(c) under the 1940 Act or to the duties imposed
upon it by Rule 17f-7 under the 1940 Act), (c) the instability or volatility of banking and financial systems, or the absence or
inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such
investments are transacted and held, (e) the acts, omissions and operation of any Eligible Securities Depository, it being understood
that this provision shall not excuse the Custodian's performance under the express terms of this Agreement and its liability therefore,
(f) the risk of the bankruptcy or insolvency of banking agents, 10
counterparties to cash and securities transactions, registrars
or transfer agents, (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or
which affect the value of assets, and (h) the laws relating to the safekeeping and recovery of a Fund's Assets held in custody
pursuant to the terms of the Custody Agreement; provided, however, that, in compliance with Ru1e 17f-5, neither Sovereign Risk
nor Country Risk shall include the custody risk of a particular Eligible Foreign Custodian of the Fund's Assets. b. Eligible Foreign
Custodian-shall have the meaning set forth in Ru1e 17f-5(a)(l) and shall also include a bank that qualifies to serve as a custodian
of assets of investment companies under Section 17(f) of the 1940 Act. c. Fund's Assets - shall mean any of a Fund's investments
(including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as
are reasonably necessary to effect the Fund's transactions in such investments. d. Special Instructions - shall have the meaning
set forth in the Custody Agreement. e. Eligible Securities Depository - shall have the meaning for an "Eligible Securities
Depository" as set forth in Ru1e 17f-7. f. Sovereign Risk - shall mean, in respect of any jurisdiction, including the United
States of America, where investments are acquired or held hereunder or under the Custody Agreement, (a) any act of war, terrorism,
riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control 11
restrictions by any governmental authority, (c) the confiscation,
expropriation or nationalization of any investments by any governmental authority, whether de facto or de jure, (d) any devaluation
or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting investments, (f) any change in the
applicable law, or (g) any other economic or political risk incurred or experienced that is not directly related to the economic
or financial conditions of the Eligible Foreign Custodian, except as otherwise provided in this Delegation Agreement or the Custody
Agreement. g. U.S. Bank-shall have the meaning set forth in Rule 17f-5(a)(7) under the 1940 Act. 14. Governing Law and Jurisdiction.
This Delegation Agreement shall be construed in accordance with the laws of the State of Missouri. The parties hereby submit to
the exclusive jurisdiction of the Federal courts sitting in the State of Missouri. 15. Fees. The Custodian shall perform its functions
under this Delegation Agreement for the compensation determined under the Custody Agreement. Neither the Custodian nor the Delegate
shall receive separate compensation from a Fund for the performance of the duties and services set forth in this Delegation Agreement.
16. Integration. This Delegation Agreement supplements and/or amends the Custody Agreement with respect to the selection and monitoring
of Eligible Foreign Custodians, the administration of contracts with Eligible Foreign Custodians, the withdrawal of assets from
Eligible Foreign Custodians and the issuance of reports in connection with such duties; provided that, in the event that there
are any inconsistencies between the Delegation Agreement and the 12
Custody Agreement, the provisions of the Delegation Agreement
shall govern for the purpose of compliance with Rule 17f-5. The terms of the Custody Agreement shall apply generally as to matters
not expressly covered in this Delegation Agreement, including dealings with the Eligible Foreign Custodians in the course of discharge
of the Custodian's obligations under the Custody Agreement, and the Custodian's obligation to indemnify the Funds as set forth
in the Custody Agreement, and the Funds' obligation to indemnify the Custodian as set forth in the Custody Agreement, the terms
of which are incorporated herein by reference. 17. Termination of Previously Existing Delegation Agreement. It is hereby agreed
to by the parties that any previously existing Rule 17f-5 Delegation Agreement in place between the parties is terminated as of
the Effective Date of this Delegation Agreement. 18. A copy of the Declaration of Trust is on file with the Secretary of the Commonwealth
of Massachusetts. This Agreement is executed or made by or on behalf of the Trust or by them as Trustees or as officers or officer
and not individually and the obligations of this Agreement are not binding upon any of them or the shareholders of the Trust individually
but are binding only upon the assets and property of the Trust. All expenses, fees, charges, taxes and liabilities incurred or
arising in connection with this Agreement with a particular Fund shall be payable solely out of the assets of that Fund. 13
IN WITNESS WHEREOF, each of the parties hereto has caused this
Delegation Agreement to be duly executed. PEAR TREE FUNDS UMBB By: By: Name: Peter Bergman Name: _ ...t.::._ia_t-_n_L_+Iu_"_f
A.s.s+. lrttis u. r-r Title: Title: Senior Vice President Effective Date: [ MA-vJ ] f 1 zoz,o 14
APPENDIX Pear Tree Funds Its separate series: 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 Pear Tree Polaris Small Cap Fund Pear Tree Quality Fund 15
Exhibit Item 28(h)(1)h
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 August 1, 2020 through July 31, 2021 (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.
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
Agreed and Accepted:
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PEAR TREE FUNDS
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By:
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/s/ Willard L. Umphrey
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Willard L. Umphrey, President
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Date: August 1, 2020
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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 Item 28(h)(9)
ADMINISTRATION
AND FUND ACCOUNTING AGREEMENT TIDS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the
"Agreement") is made as of this /1""aay of M 't-4 , 2020, by and
between Pear Tree Funds, a Massachusetts business trust (the "Trust"), and
UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the "Administrator").
WHEREAS, the Trust is an open-end investment company registered under the 1940 Act (as
defmed below) and is authorized to issue Shares; and WHEREAS, the Trust and the Administrator
desire to enter into an agreement pursuant to which the Administrator shall provide Services
(as defined below) to the Trust. NOW, THEREFORE, in consideration of the mutual promises
and agreements herein contained and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows: 1. Definitions In addition to any terms defined in the body
of this Agreement, the following capitalized terms shall have the meanings set forth
hereinafter whenever they appear in this Agreement: "1933 Act" shall mean the
Securities Act of 1933, as amended. "1940 Act" shall mean the Investment Company
Act of 1940, as amended. "Authorized Person" shall mean any individual who
is authorized to provide Administrator with Instructions and requests on behalf of the
Trust. Any officer of the Trust shall be considered an Authorized Person (unless such
authority is limited in a writing from the Trust and received by Administrator) and has
the authority to appoint additional Authorized Persons, to limit or revoke the authority
of any previously designated Authorized Person, and to certify to Administrator the names
of the Authorized Persons from time to time. "Board" shall mean the Trustees
of the Trust acting in accordance with the Declaration of Trust and By-Laws. "By-Laws"
shall mean the Trust's By-Laws, including any amendments made thereto. "Commission"
shall mean the U.S. Securities and Exchange Commission. "Declaration of Trust"
shall mean the Second Amended and Restated Declaration of Trust or other similar operational
document of the Trust, as the case may be, as the same may be amended from time to time.
"Fund" shall mean each separate series of Shares offered by the Trust representing
interests in a separate portfolio of securities and other assets for which the Trust
has appointed Administrator to 1 Exhibit Item 28(h)(9)
provide Services under this Agreement as designated on Schedule
A hereto as such Schedule may be amended from time to time. Each investment portfolio shall be referred to as a "Fund"
and such investment portfolios shall collectively be referred to as the "Funds." ,, "Investment Adviser" shall
mean the investment adviser or investment advisers to the Funds and includes all sub-advisers or persons performing similar services.
"Instructions" shall mean an oral communication from an Authorized Person or a written communication signed by an Authorized
Person and actually received by Administrator. Instructions shall include manually executed originals, telefacsimile transmissions
of manually executed originals or electronic communications from an address reasonably believed to be that of an Authorized Person.
"Prospectus" shall mean the current prospectus and statement of additional information with respect to a Fund (including
any applicable amendments and supplements thereto), a copy of which has been actually received by Administrator from the Trust,
with respect to which the Trust has indicated a Registration Statement has become effective under the 1933 Act and the 1940 Act.
"Registration Statement" shall mean any registration statement on Form N-1A at any time now or hereafter filed with the
Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been or will
be filed with the Commission. "Services" shall mean the administration and fund accounting services described on Schedule
B hereto and such additional services as may be agreed to by the parties from time to time and set forth in an amendment to Schedule
B. "Shares" shall mean such shares of beneficial interest, or class thereof, of each respective Fund as may be issued
from time to time. "Shareholder" shall mean a record owner of Shares of each respective Fund. 2. Appointment and Services
(a) The Trust hereby appoints Administrator as administrator and fund accountant of the Funds and hereby authorizes Administrator
to provide Services during the term of this Agreement and on the terms set forth herein. Subject to the direction and control of
the Board and utilizing information provided by the Trust and its current and prior agents and service providers, Administrator
will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator
shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest,
unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations regarding the purchase
or sale of securities to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion,
appoint one or more other parties to carry out some or all of its responsibilities under this Agreement, provided that Administrator
shall remain responsible to the Trust for all such delegated responsibilities in accordance with the terms and 2
conditions of this Agreement, in the same manner and to the
same extent as if Administrator were itself providing such Services. (c) Administrator's duties shall be confined to those expressly
set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not
include correcting, verifying or addressing any prior actions or inactions of the Trust, any Fund or by any other current or prior
agent or service provider. To the extent Administrator agrees to take such actions, those actions taken shall be deemed part of
the Services. (d) It is understood that in determining security valuations, Administrator employs one or more pricing services,
as directed by the Trust, to determine valuations of portfolio securities for purposes of calculating net asset values of the Funds.
The Trust shall identify to Administrator the pricing service(s) to be utilized. The Administrator shall price the securities and
other holdings of the Funds for which market quotations or prices are available by the use of such pricing service(s). For those
securities where prices are not provided by the pricing service(s) utilized by Administrator, the Trust shall approve, in good
faith, the procedures for determining the fair value of the securities. The Investment Adviser shall determine or obtain the valuation
of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation
of net asset values. When security valuations are so provided, the following provisions will also apply: (i) Valud securities are
typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual
security valuations) available to generate approximations of the market value of such securities and there is significant professional
disagreement about which method is best. No evaluation method, including those used by Administrator and its suppliers, may consistently
generate approximations that correspond to actual "Traded" prices of the securities. (ii) Methodologies used to provide
the pricing portion of certain data may rely on valuations, however, the Trust acknowledges that there may be errors or defects
in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate
for use in certain applications. The Trust assumes all responsibility for edit checking, external verification of valuations, and
ultimately the appropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers
in this regard. (e) Subject to the terms of Section 8, and where applicable, the Administrator further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by Administrator for
the Trust. To the extent required by Rule 31a-3 under the 1940 Act, Administrator hereby agrees that all records which it maintains
for the Trust hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records
upon the Trust's request. (f) Any resolution passed by the Board, or any committee of the Board, that affects accounting practices
and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. 3
(g)Nothing
in this Agreement shall be deemed to appoint Administrator and its officers, directors
and employees as the Trust's attorney, form an attorney-client relationship or require
the provision of legal advice. The Trust acknowledges that Administrator's in-house attorneys
exclusively represent Administrator and the Trust's legal counsel will provide independent
judgment on the Trust's behalf. Because no attorney-client relationship exists between
Administrator's in-house attorneys and the Trust, any information provided to the Administrator's
in-house attorneys may not be privileged and may be subject to compulsory disclosure
under certain circumstances, notwithstanding the provisions of Section 5. Administrator
represents that it will maintain the confidentiality of information disclosed to its
in-house attorneys on a best efforts basis. 3. Representations and Deliveries (a) Administrator:
The Trust shall deliver or cause the following documents to be delivered to (i) A copy
of the Declaration of Trust and By-laws and all amendments thereto, certified by the
Secretary of the Trust; (ii) Copies of the Trust's Registration Statement, as of the
date of this Agreement, together with any applications filed in connection therewith;
(iii) A list of each jurisdiction for which the Funds are eligible for sale as of the
date of this Agreement. The Trust hereby certifies the accuracy of such list; and (iv)
All other documents, records and infonnation that Administrator may reasonably request
in order for Administrator to perform the Services hereunder. (b) The Trust represents
and warrants to Administrator that: (i) It is a business trust duly organized and existing
under the laws of the Commonwealth of Massachusetts; it is empowered under applicable
laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement;
and all requisite corporate proceedings have been taken to authorize it to enter into
and perform this Agreement. (ii) It is duly registered as an open-end investment company
under the 1940 Act. A Registration Statement under the 1933 Act is currently effective
and will (iii) remain effective, and appropriate state securities laws filings have been
made and will continue to be made, with respect to Shares of the Funds being offered
for sale. (iv) It will conduct its business in compliance in all material respects with
all applicable laws and regulations, both state and federal, and has obtained or will
timely obtain all regulatory approvals necessary to carry on its business as now conducted;
there is no statute, rule regulation, order or judgment binding on it and no provision
of its Declaration of Trust, By-laws or any contract binding it or affecting its property
which would prohibit its execution or performance of this Agreement. 4
(c)
The Trust shall cause the Trust's officers, trustees, Investment Adviser, legal counsel,
independent accountants, transfer agent, custodian, distributor and other service providers
and agents, past or present, to cooperate with Administrator and to provide Administrator
with such information, documents and communications relating to the Funds and the Trust
as necessary and/or appropriate or as requested by Administrator, in order to enable
Administrator to perform the Services. In connection with the performance of the Services,
Administrator shall (without investigation or verification) be entitled and is hereby
instructed to, rely upon any and all Instructions, communications, information or documents
provided to Administrator by a representative of the Funds or by any of the aforementioned
persons. Administrator shall be entitled to rely on any document that it reasonably believes
to be genuine and to have been signed or presented by the proper party. Fees charged
by such persons shall be an expense of the Trust. Administrator shall not be held to
have notice of any change of authority of any trustee, officer, agent, representative
or employee of the Trust, Investment Adviser or service provider until receipt of written
notice thereof from the Trust. (d) The Board and the Investment Adviser have and retain
primary responsibility for all compliance matters relating to the Trust and the Funds
including but not limited to compliance with the 1940 Act, the Internal Revenue Code
of 1986, as amended, the USA PATRIOT Act of 2001, the Sarbanes-Oxley Act of 2002 and
the policies and limitations of each Fund relating to the portfolio investments as set
forth in the Prospectus. Administrator's monitoring and other functions hereunder shall
not relieve the Board and the Investment Adviser of their primary day-to-day responsibility
for assuring such compliance. Notwithstanding the foregoing, the Administrator will be
responsible for its own compliance with such statutes insofar as such statutes are applicable
to the Services it has agreed to provide hereunder, and will promptly notify the Trust
if it becomes aware of any material non compliance which relates to the Trust. The Administrator
shall provide the Trust with quarterly and annual certifications (on a calendar basis)
with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust will notify Administrator of any discrepancy between Administrator and
the Trust, including, but not limited to, failing to account for a security position
in a Fund's portfolio, upon the later to occur of: (i) three (3) business days after
receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business
days after discovery of any error or omission not covered in the balancing or control
procedure; or (iii) three (3) business days after receiving notice from any Shareholder
regarding any such discrepancy. (f) The Trust agrees that it shall advise Administrator
in writing at least thirty (30) days prior to affecting any change in any Prospectus
which would increase or alter the duties and obligations of Administrator hereunder,
and shall proceed with such change only if it shall have received the written consent
of Administrator thereto. (g) Administrator represents and warrants to the Trust that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin;
it is empowered under applicable law and by its Articles of Incorporation and By-Laws
to enter into and perform this Agreement; and all requisite proceedings have been taken
to authorize it to enter into and perform this Agreement. 5
(ii) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary
to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision
of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance
of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable
computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust's reasonable
request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity
plan that are relevant to the Services. (iv) Administrator shall exercise reasonable care in the performance of the Services. 4.
Fees and Expenses (a) As compensation for the performance of the Services, the Trust agrees to pay Administrator the fees set forth
on Schedule C hereto. Fees shall be adjusted in accordance with Schedule C or as otherwise agreed to by the parties from time to
time. Fees shall be earned and paid monthly in an amount equal to at least 1/12th of the applicable annual fee. Basis point fees
and minimum annual fees apply separately to each Fund, and average net assets are not aggregated in calculating the applicable
basis point fee per Fund or the applicable minimum. The parties may amend this Agreement to include fees for any additional services
requested by the Trust, enhancements to current Services, or to add Funds. Except as may be provided in any amendment to Schedule
C hereto, the Trust agrees to pay Administrator's then current rate for Services added to, or for any enhancements to existing
Services set forth on, Schedule B after the execution of this Agreement. In addition, to the extent that Administrator corrects,
verifies or addresses any prior actions or inactions by any Fund or by any prior service provider, Administrator shall be entitled
to additional fees as provided in Schedule C. In the event of any disagreement between this Agreement (other than Schedule C) and
Schedule C, the terms of Schedule C shall control. For the purpose of determining fees payable to Administrator, net asset value
shall be (b) computed in accordance with the Prospectus and resolutions of the Board. The fee for the period from the day of the
month this Agreement is entered into until the end of that month shall be pro-rated according to the proportion that such period
bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of
a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable
upon the date of termination of this Agreement. Should this Agreement be terminated or the Trust or any Fund be liquidated, merged
with or acquired by another fund or investment company, any accrued fees shall be immediately payable. (c) Administrator will bear
all expenses incurred by it in connection with its performance of Services, except as otherwise provided herein. Administrator
shall not be required to pay or finance any costs and expenses incurred in the operation of the Funds, including, but not limited
to: taxes; interest; brokerage fees and commissions; salaries, fees and expenses of officers and trustees; Commission fees 6
and
state Blue Sky fees; advisory fees; charges of custodians, transfer agents, dividend
disbursing and accounting services .agents and other service providers; security pricing
services; insurance premiums; outside auditing and legal expenses; costs of organization
and maintenance of corporate existence; taxes and fees payable to federal, state and
other governmental agencies; preparation, typesetting, printing, proofing and mailing
of Prospectuses, statements of additional information, supplements, notices, forms and
applications and proxy materials for regulatory purposes and for distribution to current
Shareholders; preparation, typesetting, printing, proofing and mailing and other costs
of Shareholder reports; expenses in connection with the electronic transmission of documents
and information including electronic filings with the Commission and the states; research
and statistical data services; expenses incidental to holding meetings of the Fund's
Shareholders and Trustees; fees and expenses associated with internet, e-mail and other
related activities; and extraordinary expenses. Expenses incurred for distribution of
Shares, including the typesetting, printing, proofing and mailing of Prospectuses for
persons who are not Shareholders, will be borne by the Investment Adviser, except for
such expenses permitted to be paid under a distribution plan adopted in accordance with
applicable laws. Administrator shall not be required to pay any Blue Sky fees or take
any related Blue Sky actions unless and until it has received the amount of such fees
from the Trust. (d) The Trust also agrees to promptly reimburse Administrator for all
out-of-pocket expenses or disbursements reasonably incurred by Administrator in connection
with the performance of Services under this Agreement. Out-of-pocket expenses shall include,
but not be limited to, those items specified on Schedule C hereto. If requested by Administrator,
out-of-pocket expenses are payable in advance. Payment of postage expenses, if prepayment
is requested, is due at least seven (7) days prior to the anticipated mail date. In the
event Administrator requests advance payment, Administrator shall not be obligated to
incur such expenses or perform the related Service(s) until payment is received. Any
new out-of-pocket expenses in excess of $500 must be pre-approved by the Trust. (e) The
Trust agrees to pay all amounts due hereunder within thirty (30) days of receipt of each
invoice (the "Due Date"). Except as provided in Schedule C, Administrator shall
bill Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment
is requested by Administrator). Administrator may, at its option and after its approval,
arrange to have various service providers submit invoices directly to the Trust for payment
of reimbursable out-of-pocket expenses. (f) The Trust is aware that its failure to remit
to Administrator all amounts due on or before the Due Date will cause Administrator to
incur costs not contemplated by this Agreement, including, but not limited to carrying,
processing and accounting charges. Accordingly, in the event that Administrator does
not receive any amounts due hereunder by the Due Date, the Trust agrees to pay a late
charge on the overdue amount equal to one and one-half percent (1.5%) per month or the
maximum amount permitted by law, whichever is less. In addition, the Trust shall pay
Administrator's reasonable attorney's fees and court costs if any amounts due Administrator
in the event that an attorney is engaged to assist in the collection of amounts due.
The parties hereby agree that such late charge represents a fair and reasonable computation
of the costs incurred by reason of the Trust's late payment. Acceptance of such late
charge shall in no event constitute a waiver by Administrator of the Trust's default
or prevent Administrator from exercising any other rights and remedies available to it.
(g) In the event that any charges are disputed, the Trust shall, on or before the Due
Date, pay all undisputed amounts due hereunder and notify the Administrator in writing
of any disputed charges 7
for out-of-pocket expenses which it is disputing in good faith.
Payment for such disputed charges shall be due on or before the close of the fifth (5th) business day after the day on which Administrator
provides documentation which an objective observer would agree reasonably supports any disputed charges (the "Revised Due
Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first day after the Revised
Due Date. (h) The Trust acknowledges that the fees charged by Administrator under this Agreement reflect the allocation of risk
between the parties, including the exclusion of remedies and limitations of liability in Section 6. Modifying the allocation of
risk from what is stated herein would affect the fees that Administrator charges. Accordingly, in consideration of those fees,
the Trust agrees to the stated allocation of risk. 5. Confidential Information Administrator agrees on behalf of itself and its
employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the
Funds' portfolio holdings, not to use such information other than in the performance of its responsibilities and duties hereunder,
and not to disclose such information except: (i) when requested to divulge such information by duly-constituted authorities or
court process; (ii) to an affiliate, as defmed by Section 248.3(a) of Regulation S-P; or, (iii) pursuant to any other exception
permitted by Sections 248.14 and 248.15 of Regulation S-P in the ordinary course of business to carry out the activities covered
by the exception under which Administrator received the information. In case of any requests or demands for inspection of the records
of the Funds, Administrator will endeavor to notify the Trust promptly and to secure instructions from a representative of the
Trust as to such inspection. Records and information which have become known to the public through no wrongful act of Administrator
or any of its employees, agents or representatives, and information which was already in the possession of Administrator prior
to receipt thereof, shall not be subject to this section. Any party appointed pursuant to Section 2(b) above shall be required
to observe the confidentiality obligations contained herein. The obligations of the parties under Section 5 shall indefinitely
survive the termination of this Agreement. 6. Limitation of Liability (a) Administrator shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust or the Funds in connection with the matters to which this Agreement relates,
except for a loss resulting from Administrator's willful misfeasance, bad faith or negligence in the performance of its duties
or from reckless disregard by it of its obligations and duties under this Agreement. Furthermore, Administrator shall not be liable
for: (i) any action taken or omitted to be taken in accordance with or in reliance upon Instructions, communications, data, documents
or information (without investigation or verification) received by the Administrator from an officer or representative of the Trust,
or from any Authorized Person; (ii) any action taken or omission by a Fund, the Trust, Investment Adviser, any Authorized Person
or any past or current service provider; or, (iii) its reliance on the security valuations without investigation or verification
provided by pricing service(s), the Investment Adviser or representatives of the Trust. (b) Notwithstanding anything herein to
the contrary, Administrator will be excused from its obligation to perform any Service or obligation required of it hereunder for
the duration that such 8
performance is prevented by events beyond its reasonable control
and shall not be liable for any default, damage, loss of data or documents, errors, delay or any other loss whatsoever caused thereby.
Administrator will, however, take all reasonable steps to minimize service interruptions for any period that such interruption
continues beyond its reasonable control. (c) In no event and under no circumstances shall the Indemnified Parties (as defined below)
be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other
legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure
to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility
thereof. (d) The obligations of the parties under Section 6 shall indefinitely survive the termination of this Agreement. 7. Indemnification
(a) The Trust agrees to indemnify and hold harmless Administrator, its employees, agents, officers, directors, shareholders, affiliates
and nominees (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions and suits,
and from and against any and all judgments, liabilities, losses, damages, costs, charges, fees, penalties, reasonable counsel fees
and other expenses of every nature and character ("Losses") which may be asserted against or incurred by any Indemnified
Party or for which any Indemnified Party may be held liable (a "Claim"), arising out of or in any way relating to: (i)
any action or omission of Administrator except to the extent a Claim resulted from Administrator's willful misfeasance, bad faith,
or negligence in the performance of Services hereunder or from reckless disregard by it of its obligations and duties hereunder;
(ii) Administrator'sreliance on, implementation of or use of, Instructions, communications, data, documents or information (without
investigation or verification) received by Administrator from an officer or representative of the Trust, or from any Authorized
Person; (iii) any action taken, or omission by, a Fund, the Trust, Investment Adviser, any Authorized Person or any past or current
service provider (not including Administrator); (iv) Claim that arises the Trust's refusal or failure to comply with the terms
of this Agreement, or any solely out of the Trust's gross negligence or misconduct or breach of any representation or warranty
of the Trust made herein; and (v) its reliance on the security valuations without investigation or verification provided by pricing
service(s), the Investment Adviser or representatives of the Trust. (b) Promptly after receipt by Administrator of notice of the
commencement of an investigation, action, claim or proceeding, Administrator shall, if a claim for indemnification in respect thereof
is made under this section, notify the Trust in writing of the commencement thereof. The Trust shall be entitled to participate
at its own expense in the defense or, if it so elects, to assume the defense 9
of any suit brought to enforce any such Loss, but if the Trust
elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by Administrator, which
approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain such
counsel and notifies Administrator of such election, the indemnified defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by them subsequent to the receipt of the Trust's election. If the Trust does not elect
to assume the defense of any such suit, or in case Administrator does not, in the exercise of reasonable judgment, approve of counsel
chosen by the Trust, or in case there is a conflict of interest between the Trust and Administrator or any Indemnified Party, the
Trust will reimburse the Indemnified Party or Parties named as defendant or defendants in such suit, for the reasonable fees and
expenses of any counsel retained by Administrator and them. The Trust's indemnification agreement contained in this Section 7 and
the Trust's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of Administrator and each Indemnified Party, and shall survive the delivery of any Shares
and the termination of this Agreement. This agreement of indemnity will inure exclusively to Administrator's benefit, to the benefit
of each Indemnified Party and their estates and successors. The Trust agrees to promptly notify Administrator of the commencement
of any litigation or proceedings against the Trust or any of its officers or directors in connection with the issue and sale of
any of the Shares. (c) The obligations of the parties under this Section 7 shall indefinitely surviVe the termination of this Agreement.
8. Term (a) This Agreement shall become effective as of the date hereof.This Agreement shall continue in effect for a three-year
period beginning on the date of this Agreement (the "Initial Term"). Thereafter, if not terminated as provided herein,
the Agreement shall continue automatically in effect for successive annual periods (each a "Renewal Term"). (b) In the
event this Agreement is terminated by the Trust prior to the end of the Initial Term or any subsequent Renewal Term, the Trust
shall be obligated to pay Administrator the remaining balance of the fees payable to Administrator under this Agreement through
the end of the Initial Term or Renewal Term, as applicable. Notwithstanding the foregoing, either party may terminate this Agreement
at the end of the Initial Term or at the end of any successive Renewal Term (the "Termination Date") by giving the other
party a written notice not less than ninety (90) days' prior to the end of the respective term. Notwithstanding anything herein
to the contrary, upon the termination of the Agreement as provided herein or the liquidation, merger or acquisition of a Fund or
the Trust, Administrator shall deliver the records of the Trust to the Trust or its successor service provider at the expense of
the Trust in a form that is consistent with Administrator's applicable license agreements, and thereafter the Trust or its designee
shall be solely responsible for preserving the records for the periods required by all applicable laws, rules and regulations.
The Trust shall be responsible for all expenses associated with the movement (or duplication) of records and materials and conversion
thereof to a successor service provider, including all reasonable trailing expenses incurred by Administrator. In addition, in
the event of termination of this Agreement, or the proposed liquidation, merger or acquisition of the Trust or a Fund(s), and Administrator's
agreement to provide additional Services in connection therewith, Administrator shall provide such Services and be entitled to
such compensation as 10
the
parties may mutually agree. Administrator shall not reduce the level of service provided
to the Trust prior to termination following notice of termination by the Trust. 9. Miscellaneous
(a) Any notice required or permitted to be given by either party to the other under this
Agreement shall be in writing and shall be deemed to have been given when received by
the other party. Such notices shall be sent to the addresses listed below, or to such
other location as either party may from time to time designate in writing: If to Administrator:
UMB Fund Services, Inc. 215 West Galena Street Milwaukee, Wisconsin 53212 Attention:
General Counsel If to the Trust: Pear Tree Funds 55 Old Bedford Road Lincoln, Massachusetts
01773 Attention: -------With a Copy to: John Hunt, Esq. Sullivan & Worcester LLP
One Post Office Square Boston, Massachusetts 02109 (b) Except as provided to the contrary
herein, this Agreement may not be amended or modified in any manner except by a written
agreement executed by both parties with the formality of this Agreement. (c) This Agreement
shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent
that the applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall control, and
nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule
or order of the Commission thereunder. Any provision of this Agreement which is determined
by competent authority to be prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or substitute
such provision consistent with the original intent of the parties. (d) This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an
original agreement but such counterparts shall together constitute but one and the same
instrument. The facsimile signature of any party to this Agreement shall constitute the
valid and binding execution hereof by such party. 11
(e)
The services of AdnUnistrator hereunder are not deemed to be exclusive. Administrator
may render administration and fund accounting services and any other services to others,
including other investment companies. The captions in the Agreement are included for
convenience of reference only, and in no (f) way define or limit any of the provisions
hereof or otherwise affect their construction or effect. (g) A copy of the Declaration
of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement
is executed or made by or on behalf of the Trust or by them as Trustees or as officers
or officer and not individually and the obligations of this Agreement are not binding
upon any of them or the Shareholders of the Trust individually but are binding only upon
the assets and property of the Trust. All expenses, fees, charges, taxes and liabilities
incurred or arising in connection with this Agreement with a particular Fund shall be
payable solely out of the assets of that Fund. All obligations of the Trust under this
Agreement shall apply only on a Fund-by-Fund basis, and the assets of one Fund shall
not be liable for the obligations of another Fund. (h) This Agreement and the Schedules
incorporated herein constitute the full and complete understanding and agreement of AdnUnistrator
and the Trust and supersedes all prior negotiations, understandings and agreements with
respect to fund accounting and administration services. (i) Except as specifically provided
herein, this Agreement does not in any way affect any other agreements entered into among
the parties hereto and any actions taken or omitted by any party hereunder shall not
affect any rights or obligations of any other party hereunder. G) Administrator shall
retain all right, title and interest in any and all computer programs, screen formats,
report formats, procedures, data bases, interactive design techniques, derivative works,
inventions, discoveries, patentable or copyrightable matters, concepts, expertise, trade
secrets, trademarks and other related legal rights provided, developed or utilized by
Administrator in connection with the Services provided by AdnUnistrator to the Trust
hereunder. (k) This Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assigns. This Agreement shall not be assignable by
either party without the written consent of the other party, provided, however, that
Administrator may, in its sole discretion and upon advance written notice to the Trust,
assign all its right, title and interest in this Agreement to an affiliate, parent or
subsidiary, or to the purchaser of substantially all of its business. (1) The person
signing below represents and warrants that he/she is duly authorized to execute this
Agreement on behalf of the Trust. [Signature page follows.] 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by a du1y authorized officer as of the day, month and year first above written. PEAR TREE FUNDS (the "Trust")
By:_----'--"tJ""--'. '-=& :.... ··---'--· --------Name: D ::::_ _;_;..:..::I[._._h..._
.< _._H..Lu=l1'-'--'-r _ Title: _ !_A ss=-f:........:_. _7}...L-:..r...:: ..::!4:..::.{ ":..J<u:L!:":· ...:·,..
_ Date: :s_/_, ?-_1_/_2_c _ UfedtitA 1 21J z-tJ 1 UMB FUND SERVICES, INC. ("Administrator") By;=-JZc6·Ld2'/ Maureen
A. Quill Executive Vice President Date: -""'3/,J-c/;JA_.;;;J.;o ----------13
Schedule A to the Administration and Fund Accounting Agreement
by and between Pear Tree Funds and UMB Fund Services, Inc. NAMES OF FUNDS 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
Pear Tree Polaris Small Cap Fund Pear Tree Quality Fund 14
Schedule
B to the Administration and Fund Accounting Agreement by and between Pear Tree Funds
and UMB Fund Services, Inc. SERVICES Subject to the direction of and utilizing information
provided by the Trust, Investment Adviser, and the Trust's Agents, Administrator will
provide the following services: Fund Accounting 1. Cash Processing: a. Provide the Investment
Adviser, sub-adviser(s), and/or delegate with a daily report of cash and projected cash;
b. Maintain cash and position reconciliations with custodian(s) and prime brokers. Investment
Accounting and Securities Processing: 2. a. Maintain daily portfolio records for each
Fund, using security information provided by the Investment Adviser or sub-adviser(s);
On a daily basis, process non-discretionary corporate action activity and discretionary
corporate action activity upon receipt of instructions from the Investment Adviser; On
each day a net asset value is calculated, record the prices for every portfolio position
using sources approved by the Board of Trustees; On each business day, record interest
and dividend accruals, on a book basis, for the portfolio securities held in each Fund
and calculate and record the gross earnings on investments for that day. Account for
daily or periodic distributions of income to shareholders and maintain undistributed
income balances each day; On each business day, determine gains and losses on portfolio
securities sales on a book basis. Account for periodic distributions of gains to shareholders
of each Fund and maintain undistributed gain or loss balance as of each day; Provide
the Investment Adviser with standard daily/periodic portfolio reports for each Fund as
mutually agreed upon. b. c. d. e. f. 3. General Ledger Accounting and Reconciliation:
a. On each business day, calculate the amount of expense accruals according to the methodology,
rates or dollar amounts provided by the Investment Adviser or the Funds' Administrator.
Account for expenditures and maintain accrual balances at a level of accounting detail
specified by the Investment Adviser; Account for purchases, sales, exchanges, transfers,
reinvested distributions, and other activity related to the shares of each Fund as reported
by the Funds' Transfer Agent. Reconcile activity to the transfer agency records; Review
outstanding trade, income, or reclaim receivable/payable balances with the appropriate
party; b. c. 15
d. Maintain and keep current all books and records of the Funds
as required by Section 31 ofthe 1940 Act, and the rules thereunder, in connection with the Fund Accountant's duties hereunder.
4. Compute NAV in accordance with Fund procedures for each class of Shares for each Fund: a. Calculate the net asset value per
share and other per-share amounts on the basis of shares outstanding reported by the Funds' Transfer Agent. b. Issue daily reports
detailing per share information of each Fund to such persons (including Transfer Agent, NASDAQ and other reporting agencies) as
directed by the Investment Adviser. Fund Administration 1. Calculate standard performance, as defined by Rule 482 of the Investment
Company Act of 1940, as requested by the Fund; 2. Report performance and other portfolio information to outside reporting agencies
as directed by the Investment Adviser; [The below Fund Administration services are available as agreed to in writing by the parties
but are not included as part of the Services under this Schedule. 1. Coordinate Board activities: a. Develop with legal counsel
and the secretary of the Fund an agenda and draft resolutions for each quarterly Board meeting; Prepare Board reports based on
financial and administrative data as requested by the Board Coordinate the preparation of electronic board books for quarterly
Board meetings; Attend quarterly Board meetings, either in person or telephonically, and prepare a first draft of the quarterly
meeting minutes, as requested by the Board. b. c. 2. Financial Reporting and Audits: a. Prepare semi-annual and annual schedules
and financial statements including schedule of investments and the related statements of operations, assets and liabilities, changes
in net assets and cash flow (if required), and financial highlights to each financial statement; Draft footnotes to financial statements
for approval by the Funds' officers and independent accountants; Provide facilities, information and personnel as necessary to
accommodate annual audits with the Funds' independent accountants or examinations by the SEC or other regulatory authorities. b.
c. 3. Compliance: a. From time to time as the Administrator deems appropriate (but no less frequently than quarterly), check the
Fund's compliance with the policies and limitations of the Fund relating to the portfolio investments as set forth in the Fund's
Offering Memorandum and Statement of Additional Information (but these functions shall not relieve the Fund's Portfolio Managers,
if any, of their primary day-to-day responsibility for assuring such compliance); 16
b. Monitor Fund activity for compliance with subchapter M under
the Internal Revenue Code (but these functions shall not relieve the Fund's Portfolio Managers, if any, of their primary day-to-day
responsibility for assuring such compliance). Compliance testing is dependent on receiving necessary information from any underlying
investment. Expenses: 4. a. b. c. d Prepare annual Fund-level and class-level budgets and update on a periodic basis; Coordinate
the payment of expenses; Establish accruals and provide to the Funds' Fund Accountant; Provide expense summary reporting as reasonably
requested by the Fund. 5. Filings: a. Provide the following for Form N-1A or Form N-2 filings and required updates: i. ii. iii.
Preparation of expense table; Performance information; Preparation of shareholder expense transaction and annual fund operating
expense examples; and Investment Advisor and trustee fee data. iv. b. Subject to having received all relevant information from
the Fund and upon the advice and direction of Fund counsel, prepare Form N-PX and provide to Fund counsel for its review; upon
the advice and direction of Fund counsel, file Form N pX with the SEC as required; Assist in compiling exhibits and disclosures
for Form N-CEN and Form N-CSR and file when approved by the principal officers of the Funds; Subject to having received all relevant
information regarding holdings, risk metrics, and liquidity buckets, compile data and prepare, maintain, and file timely N-PORT
reports with the SEC; Compile data, prepare timely notices and file with the SEC pursuant to Rule 24f-2; Prepare and file Form
N-Q until the Fund is required to begin filing reports on Form N-PORT; File Rule 17g-1 fidelity bond filing when received from
the Funds or broker. Assist in securing and monitoring the directors and officers liability coverage and fidelity bond for the
Funds; Provide periodic updates on recent accounting, tax and regulatory events affecting the Funds and/or Investment Adviser;
Assist the Funds during SEC audits, including providing applicable documents from the SEC's document request list; Maintain a regulatory
compliance calendar (initially provided by the Fund's CCO) listing various Board approval and SEC filing dates. c. d. e. f g. h.
i. j. k. 6. Blue Sky: a. Prepare and file state securities qualification/notice compliance filings, with the advice of the Trust's
legal counsel, upon and in accordance with instructions from the Trust, which instructions will include the states to qualify in,
the amount to initially and subsequently qualify and the warning threshold to be maintained; promptly prepare an amendment to a
Fund's notice permit to increase the offering amount as necessary. 7. 17
a. b. c. d e. Daily compliance testing and reporting; Electronic
board book portal; FIN 48 documentation and review; Multi-manager reporting; Assisting the Fund in preparing and filing reports
that need to be filed in XBRL format; Regulatory Administration i. Update annual amendments to the Funds' registration statement
ii. Coordinate filing of Form 485a/485b and XBRL as agreed to with the Funds iii. Assist in completing fidelity bond and D&O/E&O
insurance applications Prepare draft minutes for additional Board meetings (beyond standard quarterly Board meetings); Other special
projects as agreed to by the parties.] f g. h. Tax Administration 1. Prepare income tax and excise tax provision calculations along
with the appropriate schedules to support the calculations. Prepare for review by the Fund's independent accountants the financial
statement book/tax differences (e.g., capital accounts) and footnote disclosures. Include the appropriate tax adjustment for wash
sales, identified by third-party services, for inclusion in financial information, distributions and tax returns. Include the appropriate
tax adjustments for Passive Foreign Investment Company (PFIC) holdings, identified by third-party services and/or provided by the
Investment Adviser, in tax work schedules. Assist the Investment Adviser in determining either the marked-to-market or Qualified
Electing Fund (QEF) election. If the QEF election is chosen, the Investment Adviser will work with the underlying PFIC to procure
and provide the required QEF Statement to the Fund, as well as an estimate for the excise tax calculation and the distribution.
Assist the Funds in monitoring and maintaining documentation associated with ASC 740-10 (Financial Interpretation Number 48 Accounting
for Uncertainty in Income Taxes). Assist the Fund's independent accountants in the preparation and filing, for execution by the
Fund's officers, of all federal income and excise tax returns and the Trust's state income tax returns (and such other required
tax filings as may be agreed to by the parties) other than those required to be made by the Fund's custodian or Transfer Agent,
subject to review, approval and signature by the Fund's officers and the Fund's independent accountants. Assist in calculating
the income and capital gain distributions subject to review and approval by the Fund's officers and the Fund's independent auditors.
Prepare calendar year tax information, including qualified dividend income and foreign tax credit amounts and ICI Primary and Secondary
Layouts for shareholder tax reporting. Prepare and file Forms 1099-MISC, Miscellaneous Income for board members and other required
Fund vendors. 2. 3. 4. 5. 6. 7. 8. 9. 10. Prepare and file Report ofForeign Bank and Financial Accounts (FBAR), FinCEN Form 114,
subject to review and approval by the Fund's officers. 18
rnA Forms UMBFS to provide sample forms of (i) Account Agreements,
disclosure statements and similar documents and (ii) application forms, transfer forms, beneficiary designation forms
and similar documents, together with suggested updates and amendments as such forms, updates and amendments are provided from Convergent
Retirement Plan Solutions, LLC, or a similar company which UMBFS has contracted with to provide such documents. The provision of
sample forms to the Funds are subject to the following conditions: 1. The sample forms are being provided through UMBFS solely
for the convenience of the Funds and with the understanding that neither the Funds nor UMB Bank, N.A. have reviewed the forms and
neither UMBFS nor UMB Bank, N.A. shall have any responsibility or liability for such forms and the compliance thereof with all
applicable laws, rules and regulations, as amended from time to time. The Funds agree not to materially alter any information provided
by UMBFS relating to the sample forms. UMB Bank, N.A. acts as IRA custodian for the Funds. UMBFS continues to contract with Convergent
Retirement Plan Solutions, LLC or a similar company to provide the service. Upon termination of the IRA Forms services, the Funds
agree to cease their use of any forms provided by UMBFS 2. 3. 4. 5. 19
Schedule C to the Administration and Fund Accounting Agreement
by and between Pear Tree Funds and UMB Fund Services, Inc. FEES Annual Net Asset-Based Fees (per complex)* • • •
First $2 billion in assets Next $2 billion Assets over 4 billion 0.60 basis points, plus 0.50 basis points, plus 0.40 basis points,
plus For more complex or alternative investment funds (long-short, swaps, etc.) add 2 basis points to each breakpoint fee. Master-feeder
funds customized pricing. and funds that are hedged (i.e., more than 10%) require *Subject to: Annual Minimum Fee • Per portfolio
-first two portfolios • Each additional portfolio $35,000 $30,000 Minimum fees are aggregated and applied pro-rata across
all funds. Multi-Class Fee Per class, per month $250 Multi-Manager Fee • Per manager, per year-first two managers • Each
additional manager, per year $15,000 $12,000 EDGAR Project Fees UMB Fund Services works with a third-party vendor to EDGARize the
following forms and corresponding documents. Services include: • • • Serve as liaison with client and vendor to
produce draft filings Produce filing forms Distribute filing drafts to all appropriate parties for review; coordinate consolidated
revisions as needed Upon client's final approval, instruct vendor to file by the SEC's deadline • Fees are the lesser of the
"By Filing" amount or the "By Page Length" amount: By Filing: 20
$200 $50 $150 $100 $50 $50 $200 $200 $50 charged by page length
• • • • • • • • • • Annual Registration 485 Follow-up Annual497 N-CSR and N-CSR/S
Quarterly N-Q Registration Fees 24f-2 497j N-PX 40-17G Correspondence Other By Page Length: • • • • Up to 10
pages total 11-20 pages total 21-50 pages total 51+ pages total $50 $100 $150 $200 Annual Documents Fee: $675* • Covers Account
Agreements and forms for any or all of the following: o Traditional IRA, Roth IRA, Simple IRA, Coverdell Educational Savings Account
and/or 403(b). *UMBFS agrees to waive this fee through the Initial Term. This is a pass-through cost and is subject to change thereafter.
$175/hour Special Projects and Services Out-of-Pocket Expenses and Other Related Expenses Out-of-pocket expenses include but are
not limited to portfolio pricing services; security master set-up services; corporate action services; factor services; EDGAR filing
fees; design, typesetting and printing of shareholder reports and prospectuses; customized reporting; third-party data provider/research
services costs (including but not limited to Gainskeeper, E&Y PFIC Analyzer, Bloomberg, GICS, MSCI, CUSIP, SEDOL); photocopying;
binders; dividers; color copies; storage fees for fund records; express delivery charges; travel on behalf of fund business; and
expenses, including but not limited to attorney's fees, incurred in connection with responding to and complying with SEC or other
regulatory investigations, inquiries or subpoenas, excluding routine examinations of Administrator in its capacity as a service
provider to the funds. Customized reports or excessive reporting requests may be charged in accordance with current pricing schedule.
Complex tax vehicles such as MLPs, straddles, or other unique structures may require additional charges for review or systems.
Other expenses will be charged in accordance with the Administrator's current pricing schedule, as well as fees for research services
and other service interface fees (including but not limited to CCH, NASDAQ and IDC pricing and other security information services).
All fees, other than basis point fees, are subject to an annual escalation equal to the increase in the Consumer Price Index-Urban
Wage Earners (CPI). Such escalations shall be effective commencing one year from the effective date of each Fund and the corresponding
date each year thereafter. No amendment of this fee schedule shall be required with each escalation. CPI will be determined by
21
reference to the Consumer Price Index News Release issued by
the Bureau of Labor Statistics, U.S. Department of Labor. Fees for services not contemplated by this schedule will be negotiated
on a case-by-case basis. 22
Exhibit Item 28(i)(15)
John Hunt
Partner
+1 617 338 2961
jhunt@sullivanlaw.com
August 3, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Post-Effective Amendment No. 73 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. 73 (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 August 3, 2020. 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.
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Very truly yours,
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/s/ Sullivan & Worcester LLP
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Sullivan & Worcester LLP
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JH/hex
{S2628473; 1}
Exhibit Item 28(j)(11)
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the references to our firm
in the Post-Effective Amendment to the Registration Statement on Form N-1A of the Pear Tree Funds and to the use of our report
dated May 26, 2020 on the financial statements and financial highlights of the Pear Tree Funds. Such financial statements and financial
highlights appear in the 2020 Annual Report to Shareholders, which is incorporated by reference into the Statement of Additional
Information.
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/s/ TAIT, WELLER & BAKER LLP
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Philadelphia, Pennsylvania
July 31, 2020