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. 66
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 68
PEAR TREE FUNDS
55 Old Bedford Road
Lincoln, MA 01773
(781) 259-1144
Willard L. Umphrey
President
Pear Tree Advisors, Inc.
55 Old Bedford Road
Lincoln, Massachusetts 01773
Copy to:
John Hunt, Esq.
SULLIVAN & WORCESTER LLP
One Post Office Square
Boston, Massachusetts 02109
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
¨ | immediately upon filing pursuant to paragraph (b) |
¨ | on (date) pursuant to paragraph (b) |
¨ | 60 days after filing pursuant to paragraph (a)(1) |
¨ | on (date) pursuant to paragraph (a)(1) |
x | 75 days after filing pursuant to paragraph (a)(2) |
¨ | on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
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Ordinary Shares
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Institutional Shares
|
| |
R6 Shares
|
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INTERNATIONAL EQUITY FUND | | ||||||||||||||||||
Pear Tree PNC International Small Cap Fund
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| | | | XXXX | | | | | | XXXX | | | | | | XXXXX | | |
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Ordinary Shares
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Institutional Shares
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R6 Shares
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Management Fees | | | | | 0.90 % | | | | | | 0.90 % | | | | | | 0.90 % | | |
Distribution (12b-1) Fees | | | | | 0.25 % | | | | | | None | | | | | | None | | |
Other Expenses (1) | | | | | 0.67 % | | | | | | 0.55 % | | | | | | 0.52 % | | |
Total Annual Fund Operating Expenses | | | |
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1.82
%
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1.45
%
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1.42
%
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1 year
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3 years
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Ordinary Shares | | | | $ | 185 | | | | | $ | 573 | | |
Institutional Shares | | | | $ | 148 | | | | | $ | 459 | | |
R6 Shares | | | | $ | 145 | | | | | $ | 449 | | |
Investment Team
|
| |
Position at PNC Capital Advisors
|
| |
Manager of the Fund Since
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| |||
Martin C. Schulz | | | Managing Director, International Equity | | | | | 2019 | | |
Calvin Y. Zhang | | | Senior Analyst/ Portfolio Manager | | | | | 2019 | | |
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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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Ongoing Investment Minimum
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|
Ordinary Shares: 50 shares
Institutional Shares: 50 shares
R6 Shares: None
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Portfolio manager
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Portfolio manager
experience in this Fund |
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Primary title(s) with Sub-Adviser, primary role and investment experience
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Martin C. Schulz | | | Since 2019 | | |
Managing Director International Equity
Investment professional since 1995
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Calvin Y. Zhang | | | Since 2019 | | |
Senior Analyst/ Portfolio Manager
Investment professional since 2004
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Average Daily Net
Assets of the Fund |
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Contractual Investment
Advisory Fee (%) (annual rate) |
| |
Actual Advisory
Fee Rate |
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International Small Cap Fund | | | All | | | | | 0.90% | | | | | | 0.90% | | |
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 | | |
•
Any employee benefit plan with at least $10,000,000 in plan assets and 200 participants, that either has a separate trustee vested with investment discretion and certain limitations on the ability of plan beneficiaries to access its plan investments without incurring adverse tax consequences or which allows its participants to select among one or more investment options, including one or more Pear Tree Funds.
•
A bank or insurance company purchasing shares for its own account.
•
An insurance company separate account.
•
A bank, trust company, credit union, savings institution or other depository institution, its trust department or a common trust fund purchasing for non-discretionary customers or accounts.
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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 | | |
•
A private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code.
•
An endowment or organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code.
•
A family trust, testamentary trust or other similar arrangement purchasing Institutional Shares through or upon the advice of a single fee-paid financial intermediary other than the Manager or Distributor.
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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. | |
None | | |
•
A mutual fund wrap program that offers allocation services, charges an asset-based fee to its participants for asset allocation and/or offers advisory services, and meets trading and operational requirements under an agreement with the Distributor or authorized clearing entity;
You should ask your investment firm if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals. The intermediaries sponsoring or participating in these mutual fund programs also may offer their clients other classes of shares of the Pear Tree Funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class. Neither the Pear Tree Fund, nor the Manager, nor the Distributor receives any part of the separate fees charged to clients of such intermediaries.
•
A registered investment adviser that charges an asset-based investment advisory fee for its investment advisory services and is purchasing Pear Tree Fund shares on behalf of its investment advisory clients.
•
A state, county, city, or any instrumentality, department, authority, or agency of one of these types of entities, or a trust, pension, profit-sharing or other benefit plan for the benefit of the employees of one of these types of entities, provided that the investor is prohibited by applicable law from paying a sales charge or commission when it purchases shares of any registered investment management company; or
•
An officer, partner, trustee, director, or employee of Pear Tree Funds, any affiliate of Pear Tree Funds, and Sub-Adviser, and any affiliate of any Sub-Adviser (a “
Fund Employee
”), the spouse or child of a Fund Employee, a Fund Employee acting as custodian for a minor child, any trust, pension, profit-sharing or other benefit plan for the benefit of a Fund Employee or spouse and maintained by one of the above entities, the employee of a broker-dealer with whom the Distributor has a sales agreement or the spouse or child of such employee.
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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 | | |
•
A qualified defined contribution plan or nonqualified, tax advantaged deferred compensation retirement (457) plan that allows its participants to select among one or more investment options, including one or more Pear Tree Funds.
•
A defined benefit plan, endowment, foundation, investment company, corporation, insurance company, trust company, or other type of institutional investor.
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Minimum Initial Investment
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Eligible Classes of R6 Share Investors
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None | | |
•
A Fund Employee, the spouse or child of a Fund Employee, a Fund Employee acting as custodian for a minor child, any trust, pension, profit-sharing or other benefit plan for the benefit of a Fund Employee or spouse and maintained by one of the above entities, the employee of a broker-dealer with whom the Distributor has a sales agreement or the spouse or child of such employee.
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By Mail:
Pear Tree Institutional Services
55 Old Bedford Road, Suite 202 Lincoln, MA 01773 |
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By Telephone:
800-326-2151
On the Internet:
www.peartreefunds.com
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Ordinary Shares
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Institutional Shares
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R6 Shares
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| INTERNATIONAL EQUITY FUND | | | | | | | | |
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Pear Tree PNC International Small Cap Fund
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XXXXX
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XXXXX
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XXXXX
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PAGE
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FUND HISTORY | | | | |
INVESTMENT POLICIES, RISKS AND RESTRICTIONS | | | | |
INVESTMENT RESTRICTIONS OF THE PEAR TREE FUNDS | | | | |
TRUSTEES AND OFFICERS OF THE TRUST; FUND GOVERNANCE | | | | |
PRINCIPAL SHAREHOLDERS | | | | |
THE MANAGER AND THE SUB-ADVISERS | | | | |
DISTRIBUTOR AND DISTRIBUTION PLAN | | | | |
OTHER SERVICE PROVIDERS TO THE PEAR TREE FUNDS | | | | |
PORTFOLIO TRANSACTIONS | | | | |
DISCLOSURE OF PORTFOLIO HOLDINGS | | | | |
SHARES OF THE TRUST | | | | |
TAXATION | | | | |
PROXY VOTING POLICIES | | | | |
FINANCIAL STATEMENTS | | | |
NAME AND AGE
|
| |
POSITION
HELD WITH TRUST |
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TERM OF
OFFICE/ LENGTH OF TIME SERVED |
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PRINCIPAL
OCCUPATION(S) DURING PAST FIVE YEARS1 |
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NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN |
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OTHER DIRECTORSHIPS
HELD BY TRUSTEE |
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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);
|
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6
|
| | None | |
William H. Dunlap
(Born: March 1951) |
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Trustee
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Indefinite Term (October 2006
to present)
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President, New Hampshire Historical Society, (Feb. 2010 – Present); Principal, William H. Dunlap & Company (consulting firm)(2005 – Present); President, EQ Rider, Inc., (equestrian clothing sales) (1998 – 2008); Director, Merrimack County Savings Bank (2005 – Present); Trustee, New Hampshire Mutual Bancorp (2013 – Present)
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6
|
| | None | |
Clinton S. Marshall
(Born: May 1957) |
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Trustee
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Indefinite Term
(April 2003 to
present)
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Owner, Coastal CFO Solutions, outsource firm offering CFO solutions to businesses (1998 – Present); CFO, Fore River Company (2002 – Present)
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6
|
| | None | |
NAME AND AGE
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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 |
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OTHER DIRECTORSHIPS
HELD BY TRUSTEE/ OFFICER |
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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;
SCVNGR, Inc. DBA LevelUp
|
|
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)
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N/A
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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
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NAME AND AGE
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POSITION
HELD WITH TRUST |
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TERM OF OFFICE/
LENGTH OF TIME SERVED |
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PRINCIPAL
OCCUPATION(S) DURING PAST FIVE YEARS1 |
| |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN |
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OTHER DIRECTORSHIPS
HELD BY TRUSTEE/ OFFICER |
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Deborah A. Kessinger
(Born: May 1963) |
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Assistant Clerk and Chief Compliance Officer
|
| | (April 2005 to Present) | | |
Senior Counsel (since 9/04), President (since 8/07) and Chief Compliance Officer (since 12/05), U.S. Boston Capital Corporation; Senior Counsel (since 9/2004) and Chief Compliance Officer (since 10/2006), Pear Tree Advisors, Inc.; Chief Compliance Officer and General Counsel, Wainwright Investment Counsel, LLC (investment management firm) (2000 – 2004); Compliance Attorney, Broadridge Financial Solutions (formerly Forefield, Inc.) (software provider) (2001 – 2004) and Compliance Consultant (2007 to 2015)
|
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N/A
|
| | None | |
Diane Hunt
(Born: February 1962) |
| |
Assistant Treasurer
|
| | (June 2010 to Present) | | |
Controller (Since 3/2010) Pear Tree Advisors, Inc.; Accountant (Since 1984) U.S. Boston Capital Corporation
|
| |
N/A
|
| | None | |
Thomas Buckley
(Born: April 1985) |
| |
Clerk
|
| | (July 2018 to Present) | | |
Legal Product Manager, Pear Tree Advisors, Inc.; Compliance Officer, Cantella & Co., Inc. (2/2018 – 7/2018); Compliance and Operations Associate, Arthur W. Wood Company (6/2016 –2/2018); Logistics Supervisor, Planet Eclipse LLC (1/2005 – 6/2016)
|
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N/A
|
| | None | |
NAME AND AGE
|
| |
POSITION
HELD WITH TRUST |
| |
TERM OF OFFICE/
LENGTH OF TIME SERVED |
| |
PRINCIPAL
OCCUPATION(S) DURING PAST FIVE YEARS1 |
| |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN |
| |
OTHER DIRECTORSHIPS
HELD BY TRUSTEE/ OFFICER |
|
John Hunt
(Born: July 1958) |
| |
Assistant Clerk
|
| | (February 2016 to Present) | | |
Partner, Sullivan & Worcester LLP (4/2016 to present); Partner, Nutter, McClennen & Fish LLP (6/2012 to 4/2016)
|
| |
N/A
|
| | None | |
Name of Trustee
|
| |
Aggregate
Compensation from the Trust |
| |
Pension or Retirement
Benefits Accrued as Part of Fund Expenses |
| |
Estimated Annual
Benefits Upon Retirement |
| |
Total Compensation
From the Trust and Fund Complex Paid to Trustee |
| ||||||||||||
Robert M. Armstrong | | | | $ | 37,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 37,500 | | |
John M. Bulbrook | | | | $ | 40,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 40,500 | | |
William H. Dunlap | | | | $ | 37,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 37,500 | | |
Clinton S. Marshall | | | | $ | 40,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 40,500 | | |
| | |
Advisory Fee Rates
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|
Pear Tree PNC International Small Cap Fund
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| |
0.25% of the first $100 million,
0.30% of the next $100 million,
0.325% of amounts in excess of $200 million.
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Portfolio Manager:
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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 |
| | |||||||||
| |
Martin C. Schulz
|
| | |
Registered Investment
Companies |
| | | | | 0 | | | | |
$0
|
| | | | | None | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | None | | | | |
$0
|
| | | | | None | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 0 | | | | |
$0
|
| | | | | None | | | | | | $ | 0 | | | | |||||
| |
Calvin Y. Zhang
|
| | |
Registered Investment
Companies |
| | | | | 0 | | | | |
$10
|
| | | | | None | | | | | | $ | 0 | | | |
| Other Pooled Investment Vehicles | | | | | | None | | | | |
$0
|
| | | | | None | | | | | | $ | 0 | | | | |||||
| Other Accounts | | | | | | 0 | | | | |
$0
|
| | | | | None | | | | | | $ | 0 | | | |
|
Name of Entity
|
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Type of Service
|
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Frequency
|
| |
Lag Time
|
|
| State Street Bank & Trust Company | | |
Custodian, Pricing Agent
|
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Daily
|
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None
|
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| Tait, Weller & Baker LLP | | |
Audit
|
| |
As needed
|
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None
|
|
| Sullivan & Worcester LLP | | |
Legal
|
| |
As needed
|
| |
None
|
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| Securities Finance Trust Company | | |
Securities Lending
|
| |
Daily
|
| |
None
|
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| ISS Governance | | |
Proxy Voting
|
| |
Daily
|
| |
None
|
|
| Proxy Edge | | |
Proxy Voting
|
| |
Daily
|
| |
None
|
|
| Advent | | |
Portfolio Reconciliation
|
| |
Daily
|
| |
None
|
|
| Omgeo Tradesuite System | | |
Portfolio Reconciliation
|
| |
Daily
|
| |
None
|
|
| Brown Brothers Harriman | | |
Trade Communication with Custodians
|
| |
Daily
|
| |
None
|
|
Part C Other Information
Item 28. Exhibits
(a) | Amended and Restated Agreement and Declaration of Trust of U.S. Boston Investment Company (later changed to Quantitative Group of Funds and currently Pear Tree Funds, the “ Trust ”) dated April 2, 1990 (i) |
(1) | Amendment No. 1 dated July 18, 1993, to the Agreement and Declaration of Trust of the Trust dated April 2, 1990(i) |
(2) | Establishment and Designation of Class A Shares (action by written consent of the Trustees of the Trust) dated July 26, 2005 (vii) |
(3) | Establishment and Designation of Quant Foreign Value Small Cap Fund (action by written consent of the Trustees of the Trust) dated April 29, 2008 (x) |
(4) | Change in the Names of the Quantitative Small Cap Fund, Quantitative Long/Short Fund, Quantitative Emerging Markets Fund, Quantitative Foreign Value Fund (action by written consent of the Trustees of the Trust) dated April 29, 2008 (x) |
(5) | Second Amended and Restated Declaration of Trust of the Trust dated May 26, 2011 (xvi) |
(6) | Certificate of the Clerk of the Trust dated May 26, 2011 certifying to resolutions adopted by the Trustees of the Trust designating the separate series of beneficial interests of the Trust (the “ Funds ”) and the separate classes of beneficial interests of each such series. (xvi) |
(7) | Certificate of the Clerk of the Trust dated July 29, 2011 certifying to resolutions adopted by the Trustees of the Trust designating Pear Tree Columbia Micro Cap Fund (the “ Micro Cap Fund ”) as a separate series of beneficial interests of the Trust and the separate classes of beneficial interests of the Micro Cap Fund (xvii) |
(8) | Certificate of the Clerk of the Trust dated July 30, 2014 certifying to resolutions adopted by the Trustees of the Trust terminating Micro Cap Fund as a separate series of beneficial interests of the Trust and the separate classes of beneficial interests of the Micro Cap Fund (xxiv) |
(9) | Certificate of the Clerk of the Trust dated May 31, 2013 certifying to resolutions adopted by the Trustees of the Trust designating the creation of a new series of shares of beneficial interests in the Trust, such series to be called Pear Tree PanAgora Risk Parity Emerging Markets Fund (the “ Risk Parity Fund ”) (xxiv) |
(10) | Certificate of the Clerk of the Trust dated January 1, 2015 (xxv) |
(b) | Amended and Restated By-Laws, Dated October 22, 2008 (xiii) |
(c) | (1) | Portions of Agreement and Declaration of Trust Relating to Shareholders’ Rights (i) |
(2) | Portions of By Laws Relating to Shareholders’ Rights (i) |
(d) | (1) | Amended and Restated Management Contract between the Trust and Quantitative Investment Advisors, Inc. (currently Pear Tree Advisors, Inc., the “ Manager ”) dated May 1, 2008 (x) |
a. | Pear Tree Quality Fund Management Fee Waiver dated May 17, 2012 (xix) |
b. | Pear Tree Quality Fund Fee Waiver and Expense Reimbursement Agreement dated May 17, 2012 (xix) |
c. | Pear Tree Quality Fund Fee Waiver dated as of August 1, 2013 (xxii) |
d. | Amended and Restated Pear Tree Quality Fund Management Fee Waiver dated as of December 1, 2013 (xxiv) |
e. | Second Amended and Restated Pear Tree Quality Fund Management Fee Waiver dated as of February 6, 2014 (xxiv) |
f. | Pear Tree Quality Fund Third Amended and Restated Management Fee Waiver as of July 24, 2014 (xxiv) |
g. | Pear Tree Quality Fund Fourth Amended and Restated Management Fee Waiver as of May 13, 2015 (xxv) |
h. | Pear Tree Quality Fund Fifth Amended and Restated Management Fee Waiver as of May 11, 2016 (xxvii) |
i. | Pear Tree PanAgora Emerging Markets Fund Management Fee Waiver as of February 4, 2016 (xxviii) |
j. | Pear Tree PanAgora Emerging Markets Fund Second Amended and Restated Management Fee Waiver as of May 11, 2016 (xxvii) |
k. | Pear Tree Quality Fund Sixth Amended and Restated Management Fee Waiver as of February 1, 2017 (xxix) |
l. | Pear Tree PanAgora Emerging Markets Fund First Amended and Restated Management Fee Waiver as of February 1, 2017 (xxix) |
m. | Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund Management Fee Waiver and Sub-Advisory Fee Waiver as of March 31, 2017 (xxx) |
n. | Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund Management Fee Waiver and Sub-Advisory Fee Waiver as of April 23, 2018 (xxxi) |
o. | Pear Tree PanAgora Emerging Markets Fund Management Fee Waiver as of May 16, 2018 (xxxi) |
p. | Pear Tree Quality Fund Seventh Amended and Restated Management Fee Waiver as of May 16, 2018 (xxxi) |
q. | Expense Limitation Agreement as of November 6, 2018* |
(2) | Advisory Contract between the Manager and Columbia Partners, L.L.C., Investment Management dated January 1, 2009 relating to Quantitative Small Cap Fund (currently, Pear Tree Columbia Small Cap Fund) (xiii) |
(3) | Advisory Contract between the Manager and PanAgora Asset Management, Inc. dated August 3, 2007 relating to Quantitative Emerging Markets Fund (currently, Pear Tree PanAgora Emerging Markets Fund) (ix) |
(4) | Advisory Contract between the Manager and Polaris Capital Management, Inc. dated January 31, 1999 relating to Quantitative Foreign Value Fund (currently, Pear Tree Polaris Foreign Value Fund) (i) |
(5) | Advisory Contract between the Manager and Analytic Investors, LLC dated January 2, 2008 relating to Quantitative Long/Short Fund (currently Pear Tree Quality Fund) (ix) |
(6) | Advisory Contract between Quantitative Advisors and Polaris Capital Management, LLC, dated May 1, 2008 relating to Quantitative Foreign Value Small Cap Fund (currently, Pear Tree Polaris Foreign Value Small Cap Fund) (xiii) |
(7) | Amendment to Advisory Contract between the Manager and Analytic Investors, LLC, dated January 1, 2009 relating to Quantitative Long/Short Fund (currently Pear Tree Quality Fund) (xiii) |
(8) | Amendment to Advisory Contract between the Manager and Polaris Capital Management, LLC dated January 1, 2009 (xiii) |
(9) | Advisory Contract between the Manager and Columbia Partners, L.L.C., Investment Management relating to Pear Tree Columbia Micro Cap Fund dated August 1, 2011 (xix) |
(10) | Advisory Contract between the Manager and Columbia Partners, L.L.C., Investment Management dated January 27, 2011 relating to Quant Quality Fund (currently, Pear Tree Quality Fund) (xvi) |
(11) | Advisory Contract between the Manager and Polaris Capital Management, Inc. dated October 5, 1999 relating to Quantitative Foreign Value Fund (currently, Pear Tree Polaris Foreign Value Fund) (xvi) |
(12) | Amendment dated January 1, 2009 to Advisory Contract dated October 5, 1999 between the Manager and Polaris Capital Management, LLC (relating to Pear Tree Polaris Foreign Value Fund) (xvi) |
(13) | Amendment dated November 10, 2009 to Advisory Contract dated October 5, 1999 between the Manager and Polaris Capital Management, LLC (relating to Pear Tree Polaris Foreign Value Fund) (xvi) |
(14) | Amended and Restated Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Emerging Markets Fund dated February 1, 2012 (xix) |
(15) | Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Risk Parity Emerging Markets Fund dated June 4, 2013 (xxi) |
(16) | Interim Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Emerging Markets Fund dated October 22, 2013 (xxiv) |
(17) | Interim Sub-Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Risk Parity Emerging Markets Fund dated October 22, 2013 (xxiv) |
(18) | Advisory Contact between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Emerging Markets Fund dated November 7, 2013 (xxiv) |
(19) | Sub-Advisory Contract between the Manager and PanAgora Asset Management, Inc. relating to Pear Tree PanAgora Risk Parity Emerging Markets Fund dated November 7, 2013 (xxiv) |
(20) | Sub-Advisory Contract between the Manager and Polaris Capital Management, LLC relating to Pear Tree Polaris Small Cap Fund dated October 30, 2014 (xxv) |
(21) | Sub-Advisory Contract between the Manager and Chartwell Investment Partners, LLC relating to Pear Tree Quality Fund dated February 15, 2018 (xxxi) |
(e) | (1) | Restated Distribution Agreement Dated May 1, 2008, (includes 12b-1 Plan) (x) |
a. | Amendment dated November 30, 2017 to Restated Distribution Agreement Dated May 1, 2008 (xxix) |
(2) | Form of Specimen Selling Group Agreement (viii) |
(3) | Form of Specimen Selling Group Agreement (xxiv) |
(f) | Not applicable |
(g) | (1) | Custodian Contract between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008 (xi) |
(2) | Investment Accounting Agreement between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008 (xi) |
(h) | (1) | Amended and Restated Transfer Agent and Service Agreement, dated May 1, 2008 (x) |
a. | Pear Tree Polaris Small Cap Fund, Pear Tree Polaris Foreign Value Fund, and Pear Tree Polaris Foreign Value Small Cap Fund Transfer Agent Fee Waiver as of March 31, 2017 (xxx) |
b. | Pear Tree Quality Fund, Pear Tree PanAgora Emerging Markets Fund, and Pear Tree PanAgora Risk Parity Emerging Markets Fund Transfer Agent Fee Waiver, as of June 1, 2017 (xxx) |
c. | Transfer Agent Fee Waiver as of May 16, 2018 (xxxi) |
(2) | Amendment to Transfer Agent and Service Agreement, effective November 1, 2008 (xiii) |
(3) | Administration Agreement dated November 1, 2008 (xiii) |
(4) | Amendment dated January 27, 2011 to Administration Agreement dated November 1, 2008 (xvi) |
(5) | Amendment and Restated Administration Agreement dated May 17, 2012 (xix) |
(6) | Amendment dated January 27, 2011 to Amended and Restated Transfer Agent and Service Agreement (xix) |
(7) | Amendment dated August 1, 2011 to Amended and Restated Transfer Agent and Service Agreement (xix) |
(8) | Amendment dated November 30, 2017 to Amended and Restated Transfer Agent and Service Agreement, as amended (xxix) |
(i) | (6) | Opinion of McLaughlin & Hunt LLP dated July 31, 2012 (Pear Tree Columbia Micro Cap Fund) (xx) |
(7) | Opinion of Nutter, McClennen & Fish, LLP dated June 5, 2013 (Pear Tree PanAgora Risk Parity Emerging Markets Fund) (xxi) |
(8) | Consent of Nutter, McClennen & Fish, LLP dated June 5, 2013 (485(b) filing) (xxi) |
(9) | Consent of Nutter, McClennen and Fish, LLP dated July 31, 2013 (485(b) filing) (xxii) |
(10) | Consent of Nutter, McClennen and Fish, LLP dated July 31, 2014 (485(b) filing) (xxiv) |
(11) | Consent of Nutter, McClennen and Fish, LLP dated July 31, 2015 (485(b) filing) (xxvi) |
(12) | Consent of Sullivan & Worcester LLP dated July 29, 2016 (485(b) filing) (xxviii) |
(13) | Consent of Sullivan & Worcester LLP dated February 2, 2017 (485(b) filing) (xxix) |
(14) | Consent of Sullivan & Worcester LLP dated August 1, 2017 (485(b) filing) (xxx) |
(15) | Consent of Sullivan & Worcester LLP dated August 1, 2018 (485(b) filing) (xxxi) |
(16) | Opinion of Sullivan & Worcester LLP dated November 16, 2018 (Pear Tree PNC International Small Cap Fund)* |
(j) | (1) | Consent of Tait, Weller & Baker LLP dated July 31, 2012 (xx) |
(2) | Consent of Tait, Weller & Baker LLP dated June 4, 2013 (xxi) |
(3) | Consent of Tait, Weller & Baker LLP dated July 31, 2013 (xxii) |
(4) | Consent of Tait, Weller & Baker LLP dated July 29, 2014 (xxiv) |
(5) | Consent of Tait, Weller & Baker LLP dated July 31, 2015 (xxvi) |
(6) | Consent of Tait, Weller & Baker LLP dated August 1, 2016 (xxviii) |
(7) | Consent of Tait, Weller & Baker LLP dated January 31, 2017 (xxix) |
(8) | Consent of Tait, Weller & Baker LLP dated July 31, 2017 (xxx) |
(9) | Consent of Tait, Weller & Baker LLP dated August 1, 2018 (xxxi) |
(k) | Not applicable |
(l) | Not applicable |
(m) | (1) | Distribution Plan pursuant to Rule 12b-1 is included in the Distribution Agreement (xiv) |
(2) | Form of Specimen Selling Group Agreement (viii) |
(n) | (1) | Multiple Class Plan Pursuant to Rule 18f-3 (xx) |
(2) | Amended and Restated Multiple Class Plan (xxix) |
(o) | Not applicable |
(p) | (1) | Code of Ethics for the Fund |
(a) | Dated April 2000 (ii) |
(b) | Dated July 23, 2003 (iii) |
(c) | Dated January 1, 2005 (v) |
(d) | Dated January 10, 2008 (ix) |
(e) | Dated May 17, 2012 (xix) |
(f) | Dated July 26, 2012 (xx) |
(2) | Code of Ethics - Columbia Partners Dated July 12, 2011 (xviii) |
(3) | Code of Ethics - PanAgora Asset Management, Inc. Dated December 31, 2011 (xix) |
(4) | Code of Ethics - Polaris Capital Management Inc. Dated March 25, 2009 (xiii) |
(a) | Code of Ethics – Polaris Capital Management Inc. Dated April 2013 (xxiv) |
(5) | Code of Ethics - Analytic Investors, LLC Dated September 30, 2005 (ix) |
(6) | Code of Ethics – Chartwell Investment Partners, LLC Dated January 1, 2018 (xxxi) |
(q) | (1) | Power of Attorney Dated November 11, 2011 (xix) |
(2) | Power of Attorney Dated October 30, 2014 (xxv) |
(3) | Power of Attorney Dated October 19, 2018* |
Notes:
(i) | Previously filed with Post-Effective Amendment No. 20 to the Registration Statement on July 30, 1999 and incorporated by reference herein |
(ii) | Previously filed with Post-Effective Amendment No. 21 to the Registration Statement on July 31, 2000 and incorporated by reference herein |
(iii) | Previously filed with Post-Effective Amendment No. 24 to the Registration Statement on July 31, 2003 |
(iv) | Previously filed with Post-Effective Amendment No. 26 to the Registration Statement on July 29, 2004 |
(v) | Previously filed with Post-Effective Amendment No. 27 to the Registration Statement on May 31, 2005 |
(vi) | Previously filed with Post-Effective Amendment No. 28 to the Registration Statement on July 29, 2005 |
(vii) | Previously filed with Post-Effective Amendment No. 29 to the Registration Statement on August 10, 2005 |
(viii) | Previously filed with Post-Effective Amendment No. 36 to the Registration Statement on July 27, 2007 and incorporated by reference herein |
(ix) | Previously filed with Post-Effective Amendment No. 37 to the Registration Statement on February 14, 2008 and incorporated by reference herein |
(x) | Previously filed with Post-Effective Amendment No. 38 to the Registration Statement on April 30, 2008 and incorporated by reference herein |
(xi) | Previously filed with Post-Effective Amendment No. 39 to the Registration Statement on May 30, 2008 and incorporated by reference herein |
(xii) | Previously filed with Post-Effective Amendment No. 40 to the Registration Statement on August 1, 2008 and incorporated by reference herein |
(xiii) | Previously filed with Post-Effective Amendment No. 41 to the Registration Statement on August 1, 2009 and incorporated by reference herein |
(xiv) | Previously filed with Post-Effective Amendment No. 42 to the Registration Statement on May 25, 2010 and incorporated by reference herein |
(xv) | Previously filed with Post-Effective Amendment No. 43 to the Registration Statement on July 29, 2010 and incorporated by reference herein |
(xvi) | Previously filed with Post-Effective Amendment No. 45 to the Registration Statement on June 1, 2011 and incorporated by reference herein |
(xvii) | Previously filed with Post-Effective Amendment No. 46 to the Registration Statement July 29, 2011 and incorporated by reference herein |
(xviii) | Previously filed with Post-Effective Amendment No. 47 to the Registration Statement August 1, 2011 and incorporated by reference herein |
(xix) | Previously filed with Post-Effective Amendment No. 48 to the Registration Statement June 1, 2012 and incorporated by reference herein |
(xx) | Previously filed with Post-Effective Amendment No. 49 to the Registration Statement August 1, 2012 and incorporated by reference herein |
(xxi) | Previously filed with Post-Effective Amendment No. 51 to the Registration Statement June 5, 2013 and incorporated by reference herein |
(xxii) | Previously filed with Post-Effective Amendment No. 52 to the Registration Statement August 1, 2013 and incorporated by reference herein |
(xxiii) | Previously filed with Post-Effective Amendment No. 53 to the Registration Statement August 20, 2013 and incorporated by reference herein |
(xxiv) | Previously filed with Post-Effective Amendment No. 54 to the Registration Statement July 31, 2014 and incorporated by reference herein |
(xxv) | Previously filed with Post-Effective Amendment No. 55 to the Registration Statement May 29, 2015 and incorporated by reference herein |
(xxvi) | Previously filed with Post-Effective Amendment No. 56 to the Registration Statement July 31, 2015 and incorporated by reference herein |
(xxvii) | Previously filed with Post-Effective Amendment No. 57 to the Registration Statement June 2, 2016 and incorporated by reference herein |
(xxviii) | Previously filed with Post-Effective Amendment No. 59 to the Registration Statement August 1, 2016 and incorporated by reference herein |
(xxix) | Previously filed with Post-Effective Amendment No. 61 to the Registration Statement February 6, 2017 and incorporated by reference herein |
(xxx) | Previously filed with Post-Effective Amendment No. 63 to the Registration Statement August 1, 2017 and incorporated by reference herein |
(xxxi) | Previously filed with Post-Effective Amendment No. 64 to the Registration Statement June 1, 2018 and incorporated by reference herein |
(xxxii) | Previously filed with Post-Effective Amendment No. 65 to the Registration Statement August 1, 2018 and incorporated by reference herein |
* | Filed herewith. |
Item 29. Persons Controlled by or under common control with the Company
No person is presently controlled by or under common control with the Pear Tree Funds.
Item 30. Indemnification
Indemnification provisions for officers, directors and employees of the Trust are set forth in Article VIII, Sections one through three of the Second Amended and Restated Agreement and Declaration of Trust (the “ Declaration of Trust ”), and are hereby incorporated by reference. See Item 28(a)(5) above. Under the Declaration of Trust, Trustees and officers will be indemnified to the fullest extent permitted to directors by the Massachusetts General Corporation Law, subject only to such limitations as may be required by the Investment Company Act of 1940, as amended, and the rules thereunder (collectively, the “ 1940 Act ”). Under the 1940 Act, trustees and officers of an investment company such as the Trust may not be protected against liability to the investment company or its shareholders to which they would be subject because of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of their office. The Trust also maintains liability insurance policies covering its Trustees and officers.
Item 31. Business and Other Connections of Investment Adviser
There is set forth below information as to any other business, vocation or employment of a substantial nature in which each director or officer of the Manager is or at any time during the past two fiscal years has been engaged for his own account or in the capacity of director, officer, employee, partner or trustee.
Name | Business and other connections |
Willard L. Umphrey: Director/President |
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. |
Leon Okurowski: Director/Vice President |
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. |
Deborah A. Kessinger: Chief Compliance Officer |
President and Chief Compliance Officer, U.S. Boston Capital Corporation; Chief Compliance Officer, Pear Tree Funds; Assistant Clerk, Pear Tree Funds. |
The principal business address of each U.S. Boston affiliate named above is Lincoln North, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
Item 32. Principal Underwriters
(a) | Not applicable |
(b) | The directors and officers of the Registrant’s principal underwriter are: |
The principal business address of each person listed above is Lincoln North, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
(c) | Not applicable |
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated there under include:
Registrant’s current and former (within the past six years of the date of this amendment to this Registration Statement) investment sub-advisers:
Pear Tree Advisors, Inc.
55 Old Bedford Road
Suite 202
Lincoln, Massachusetts 01773
Chartwell Investment Partners, LLC
1205 Westlakes Drive, Suite 100
Berwyn, Pennsylvania 19312
Polaris Capital Management, LLC
121 High Street
Boston, Massachusetts 02110
PanAgora Asset Management, LLC
470 Atlantic Avenue, 8 th Floor
Boston, Massachusetts 02110
Columbia Partners, L.L.C., Investment Management
5425 Wisconsin Avenue, Suite 700
Chevy Chase, Maryland 20815
Registrant’s custodian:
State Street Bank & Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Registrant’s transfer agent:
Pear Tree Institutional Services, a division of Pear Tree Advisors, Inc.
55 Old Bedford Road
Suite 202
Lincoln, Massachusetts 01773
Item 34. Management Services
The Registrant has no management-related service contracts that are not discussed in Part A or B of this form.
Item 35. Undertakings
Not applicable
[Rest of Page Intentionally Left Blank]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Lincoln, and the Commonwealth of Massachusetts, on the 16th day of November 2018.
Pear Tree Funds
By: /s/ Willard L. Umphrey
Willard L. Umphrey, President
By: /s/ Leon Okurowski
Leon Okurowski, Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
/s/ Robert M. Armstrong * | November 16, 2018 |
Trustee | Date |
/s/ John M. Bulbrook * | November 16, 2018 |
Trustee | Date |
/s/ William H. Dunlap * | November 16, 2018 |
Trustee | Date |
/s/ Clinton S. Marshall * | November 16, 2018 |
Trustee | Date |
/s/ Willard L. Umphrey * | November 16, 2018 |
Trustee | Date |
*By: /s/ Willard L. Umphrey | November 16, 2018 |
Willard L. Umphrey | Date |
Attorney-in-Fact |
List of Exhibits Filed with this Amendment
Exhibit (d)(1)(q)
PEAR TREE POLARIS FOREIGN VALUE FUND
EXPENSE REIMBURSEMENT AGREEMENT
Pear Tree Advisors, Inc. (the “ Manager ”) serves as the investment manager of Pear Tree Polaris Foreign Value Fund (the “ Fund ”), a series of Pear Tree Funds (the “ Trust ”), pursuant to the Management Contract dated May 1, 2008, as amended (the “ Management Agreement ”), between the Manager and the Trust.
With respect to R6 Shares of the Fund, the Manager hereby agrees for the period from the date of November 6, 2018 through July 31, 2019 (the “ Expense Reimbursement Period ”) to reimburse such portion of the expenses of the Fund attributable to R6 Shares such that “Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement” with respect to R6 Shares, as calculated in accordance with Registration Statement on Form N-1A, Item 3, Instruction 3 (SEC 2052 (8/17)), is not greater than 0.94 percent of the Fund’s net assets attributable to R6 Shares. The aggregate expenses of the Fund with respect to Ordinary Shares and Institutional Shares remain unchanged. The Manager is not entitled to recoup any amount of expenses that it reimburses the Fund pursuant to this Expense Reimbursement Agreement.
This Expense Reimbursement Agreement only may be rescinded, amended or modified, and the Expense 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.
Pear Tree Advisors, Inc.
By: /s/ Willard L. Umphrey
Willard L. Umphrey, President
Agreed and Accepted:
Pear Tree Funds
By: /s/ Willard L. Umphrey
Willard L. Umphrey, President
Date: November 6, 2018
Exhibit (i)(16)
|
Sullivan & Worcester LLP One Post Office Square Bonston, MA, 02109 |
T 6173382800 F 6173382880 www.sandw.com |
November 16, 2018
The Trustees of Pear Tree Funds
55 Old Bedford Road
Lincoln, Massachusetts 01773
Re: | Pear Tree Funds – Pear Tree PNC International Small Cap Fund |
Ladies and Gentlemen:
You have requested our opinion, as your Massachusetts counsel, as to certain matters of Massachusetts law relating to the organization and shares of Pear Tree Funds, a trust with transferable shares (the “ Trust ”) established under Massachusetts law pursuant to a Second Amended and Restated Agreement and Declaration of Trust dated May 26, 2011, as amended to date (the “ Declaration of Trust ”). We understand that our opinion is requested in connection with the filing by the Trust with the U.S. Securities and Exchange Commission (the “ SEC ”) of Post-Effective Amendment No. 66 to its Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the “ Securities Act ”), Registration No. 333-102055 and of Amendment No. 68 under the Investment Company Act of 1940, as amended, Registration No. 811-03790 (the “ Amendment ”), in connection with the issuance of an unlimited authorized number of shares of beneficial interest, no par value, of the Trust (the “ Shares ”) representing interests in Pear Tree PNC International Small Cap Fund, a portfolio series of the Trust.
For purposes of rendering the opinions stated herein, we have examined and are familiar with the Declaration of Trust, and we have reviewed the forms of the prospectus (the “ Prospectus ”) and statement of additional information (the “ SAI ”) contained in the Amendment, records of the actions taken by yourselves as the Trustees of the Trust to authorize the issuance and sale of the Shares, the Amended and Restated By-Laws of the Trust dated October 22, 2008, as currently in effect, certificates of officers of the Trust and of public officials as to matters of fact relevant to such opinions, and such other documents and instruments, certified or otherwise identified to our satisfaction, and such questions of law and fact, as we have considered necessary or appropriate for purposes of giving such opinions. We call to your attention that, in doing so, we have assumed the genuineness of the signatures on, and the authenticity of, all documents furnished to us, and the conformity to the originals of documents submitted to us as copies, which we have not independently verified.
Our opinion in paragraph 1 below with respect to the valid existence of the Trust in Massachusetts is based solely on a certificate to such effect issued by the Secretary of the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we hereby advise you that, in our opinion, under the laws of Massachusetts:
1. | The Trust is validly existing as a trust with transferable shares of the type commonly called a Massachusetts business trust. |
2. | The Trust is authorized to issue an unlimited number of Shares; at any time after the effective date of the amendment to the Trust’s Registration Statement on Form N-1A relating to the Shares, the Shares will have been duly and validly authorized by all requisite action of the Trustees of the Trust, and no action by the shareholders of the Trust is required in connection therewith. |
The Trustees of Pear Tree Funds November 16, 2018 |
-2- |
3. | The Shares, when duly sold, issued and paid for as contemplated by the Prospectus and SAI, will be fully paid and non-assessable. |
This letter expresses our opinions as to the provisions of the Declaration of Trust and the laws of Massachusetts applying to business trusts generally, but does not extend to the Massachusetts Securities Act or to federal securities or other laws.
This opinion is limited to the present laws of the Commonwealth of Massachusetts (as such laws are applied by courts located in Massachusetts) and to the present judicial interpretations thereof and to the facts as they presently exist. We express no opinion with respect to, or as to the effect of the laws of, any other jurisdiction.
All of the opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that may hereafter occur.
This opinion letter should be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Section of Business Law, as published in 53 Business Lawyer 831 (May 1998).
This opinion is solely for the benefit of the Trust and its shareholders and may not be otherwise quoted or relied upon by any person or entity without our prior express written consent.
We consent to your filing this letter with the SEC as an exhibit to the Amendment, but we do not thereby concede that we come within the class of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
Exhibit (q)(3)
POWER OF ATTORNEY
Each of the undersigned, being a Trustee and/or officer of Pear Tree Funds (the “ Trust ”), hereby constitute and appoint Willard L. Umphrey, Leon Okurowski, Deborah Kessinger, Thomas Buckley, and each of them acting singly, to be his/her true, sufficient and lawful attorneys, with full power to each of said attorneys and each of said attorneys acting singly, to sign for him/her, in his/her name and the capacities indicated below, (a) any Registration Statement of the Trust on Form N-1A, Form N-14, or any other applicable registration form under the Investment Company Act of 1940, as amended (the “ 1940 Act ”), and/or under the Securities Act of 1933, as amended (the “ 1933 Act ”), and any and all amendments thereto filed by the Trust, (b) any application, notice or other filings of the Trust with the U.S. Securities and Exchange Commission, and (c) any and all other documents and papers relating thereto, and generally to do all such things in his/her name and on behalf of him/her in the capacities indicated to enable the Trust to comply with the 1940 Act and the 1933 Act, and the rules adopted thereunder, hereby ratifying and confirming his/her signature as it may be signed by said attorneys or each of them to any and all Registration Statements and amendments to said Registration Statement.
IN WITNESS WHEREOF, each of the undersigned has hereunder set his hand on this 19 th day of October 2018.
/s/ Robert M. Armstrong | /s/ Clinton S. Marshall | |
Robert M. Armstrong | Clinton S. Marshall | |
/s/ John M. Bulbrook | /s/ Leon Okurowski | |
John M. Bulbrook | Leon Okurowski | |
/s/ Willard L. Umphrey | /s/ Deborah A. Kessinger | |
Willard L. Umphrey | Deborah A. Kessinger | |
/s/ William H. Dunlap | /s/ Diane Hunt | |
William H. Dunlap | Diane Hunt |