As filed with the U.S. Securities and
Exchange Commission on March 25, 2026
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. 86
REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment
No. 88
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)
Marc
Griffin
President
PEAR
TREE ADVISORS, INC.
55
Old Bedford Road
Lincoln,
Massachusetts 01773
(Name
and Address of Agent for Service)
Copy
to:
John
Hunt, Esq.
SULLIVAN
& WORCESTER LLP
One
Post Office Square
Boston,
Massachusetts 02109
| Approximate
Date of Proposed Public Offering: |
It
is proposed that this filing will become effective (check appropriate box)
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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. |
Explanatory
Note
This
Post-Effective Amendment No. 86 to the Registrant’s Registration Statement on Form N-1A (File No. 811-03790) incorporates by
reference Parts A and B of the Registrant’s Post-Effective Amendment No. 85 to its Registration Statement, filed on July 31, 2025. The sole purpose of this Post-Effective Amendment No. 86 is to file an exhibit. Accordingly, this Post-Effective Amendment
No. 86 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A.
[Rest
of page intentionally left blank]
Part C Other Information
Item 28. Exhibits
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(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) |
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(1) |
Amendment No. 1 dated July 18, 1993, to the Agreement and Declaration of Trust of the Trust dated April 2, 1990 (i) |
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(16) |
Third Amended and Restated Agreement and Declaration of Trust dated February 15, 2024 (xlvii) |
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(17) |
Certificate of Termination of Certificate of Designation of Pear Tree Axiom Emerging Markets Would Equity Fund dated March 13, 2024 (xlvii) |
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(c) |
(1) |
Portions of Agreement and Declaration of Trust Relating to Shareholders’ Rights (i) |
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(2) |
Portions of By Laws Relating to Shareholders’ Rights (i) |
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jj. |
Fifth Amended and Restated Expense Limitation Agreement dated August 1, 2022 (relating to Pear Tree Quality Fund, Pear Tree Axiom Emerging Markets World Equity Fund and Pear Tree Polaris Foreign Value Fund) (xliv) |
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kk. |
Management Fee Waiver Agreement dated August 1, 2022 (relating to Pear Tree Axiom Emerging Markets World Equity Fund) (xliv) |
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ll. |
Management Fee Waiver Agreement dated August 1, 2022 (relating to Pear Tree Quality Fund) (xliv) |
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mm. |
Management Fee Waiver/Sub-Advisory Fee Waiver dated August l, 2022 (relating to Pear Tree Polaris Foreign Value Fund and Pear Tree Polaris Foreign Value Small Cap Fund) (xliv) |
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nn. |
Expense Reimbursement Agreement dated August 1, 2022 (relating to the Pear Tree Essex Environmental Opportunities Fund) (xliv) |
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oo. |
Expense Reimbursement Agreement dated July 31, 2023 (relating to Pear Tree Essex Environmental Opportunities Fund) (xlvi) |
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pp. |
Management Fee/Sub-Advisory Fee Waiver Agreement dated July 31, 2023 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Foreign Value Small Cap Fund, and Pear Tree Polaris International Opportunities Fund) (xlv) |
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qq. |
Management Fee Waiver Agreement dated July 31, 2023 (relating to Pear Tree Quality Fund) (xlv) |
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rr. |
Management Fee Waiver Agreement dated July 31, 2023 (relating to Pear Tree Axiom Emerging Markets World Equity Fund) (xlv) |
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ss. |
Expense Limitation Agreement dated July 31, 2023 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Axiom Emerging Markets World Equity Fund, Pear Tree Quality Fund, and Pear Tree Polaris International Opportunities Fund) (xlv) |
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tt. |
Expense Reimbursement Agreement dated July 31, 2023 (relating to Pear Tree Polaris International Opportunities Fund) (xlv) |
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uu. |
Amended and Restated Management Fee/Sub-Advisory Fee Waiver Agreement dated September 1, 2023 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Foreign Value Small Cap Fund, and Pear Tree Polaris International Opportunities Fund) (xlvi) |
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vv. |
Amended and Restated Expense Limitation Agreement dated September 1, 2023 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Axiom Emerging Markets World Equity Fund, Pear Tree Quality Fund, and Pear Tree Polaris International Opportunities Fund) (xlvi) |
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ww. |
Amended and Restated Expense Reimbursement Agreement dated September 1, 2023 (relating to Pear Tree Polaris International Opportunities Fund) (xlvi) |
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xx. |
Expense Reimbursement Agreement dated August 1, 2024 (relating to Pear Tree Essex Environmental Opportunities Fund) (xlvii) |
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yy. |
Management Fee/Sub-Advisory Fee Waiver Agreement dated August 1, 2024 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Foreign Value Small Cap Fund, and Pear Tree Polaris International Opportunities Fund) (xlvii) |
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zz. |
Management Fee Waiver Agreement dated August 1, 2024 (relating to Pear Tree Quality Fund) (xlvii) |
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aaa. |
Expense Limitation Agreement dated August 1, 2024 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Quality Fund, and Pear Tree Polaris International Opportunities Fund) (xlvii) |
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bbb. |
Expense Reimbursement Agreement dated August 1, 2024 (relating to Pear Tree Polaris International Opportunities Fund – Institutional Shares) (xlvii) |
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ccc. |
Amended and Restated Expense Limitation Agreement dated November 1, 2024 (relating to Pear Tree Polaris Small Cap Fund, Pear Tree Polaris Foreign Value Fund, Pear Tree Quality Fund, and Pear Tree International Opportunities Fund) (xlviii) |
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ddd. |
Expense Reimbursement Agreement dated August 1, 2025 (relating to Pear Tree Essex Environmental Opportunities Fund) (xlix) |
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eee. |
Management Fee/Sub-Advisory Fee Waiver Agreement dated August 1, 2025 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Foreign Value Small Cap Fund, and Pear Tree Polaris International Opportunities Fund) (xlix) |
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fff. |
Management Fee Waiver Agreement dated August 1, 2025 (relating to Pear Tree Quality Fund) (xlix) |
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ggg. |
Expense Limitation Agreement dated August 1, 2025 (relating to Pear Tree Polaris Foreign Value Fund, Pear Tree Polaris Quality Fund, and Pear Tree Polaris International Opportunities Fund) (xlix) |
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k. |
Transfer Agent Fee Waiver Agreement as of August 1, 2022 (xliv) |
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l. |
Transfer Agent Fee Waiver Agreement dated July 31, 2023 (xlv) |
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m. |
Amended and Restated Transfer Agent Fee Waiver Agreement dated September 1, 2023 (xlvi) |
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n. |
Transfer Agent Fee Waiver Agreement dated August 1, 2024 (All Funds) (xlvii) |
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m. |
Transfer Agent Fee Waiver Agreement dated August 1, 2025 (All Funds) (xlix) |
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(17) |
Consent of Sullivan & Worcester LLP dated August 31, 2021 (485(b) filing) (xiii) |
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(18) |
Consent of Sullivan & Worcester LLP dated December 30, 2021 (485(b) filing) (xliii) |
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(19) |
Consent of Sullivan & Worcester LLP dated August 1, 2022 (485(b) filing) (xliv) |
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(20) |
Opinion of Sullivan & Worcester LLP dated August 30, 2021 (Pear Tree Essex Environmental Opportunities Fund) (xliii) |
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(21) |
Consent of Sullivan & Worcester LLP dated August 1, 2023 (485(b) filing) (xlv) |
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(22) |
Consent of Sullivan & Worcester LLP dated November 7, 2023 (485(b) filing) (xlvi) |
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(23) |
Consent of Sullivan & Worcester LLP dated July 25, 2024 (485(b) filing) (xlvii) |
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(24) |
Consent of Sullivan & Worcester LLP dated October 31, 2024 (485(b) filing)(xlvii) |
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(13) |
Consent of Cohen & Co. Ltd, dated August 31, 2021 (xiii) |
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(14) |
Consent of Tait, Weller & Baker LLP dated December 30, 2021 (xliii) |
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(15) |
Consent of Tait, Weller & Baker LLP dated July 29, 2022 (xliv) |
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(16) |
Consent of Tait, Weller & Baker LLP dated July 31, 2023 (xlv) |
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(17) |
Consent of Tait, Weller & Baker LLP dated November 6, 2023 (xlvi) |
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(18) |
Consent of Tait, Weller & Baker LLP dated July 25, 2024 (xlvii) |
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(19) |
Consent of Tait, Weller & Baker LLP dated July 31, 2025(xlix) |
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(p) |
(1) |
Code of Ethics for the Fund |
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(6) |
Power of Attorney dated October 31, 2021 (xliv) |
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(7) |
Power of Attorney dated October 31, 2022 (xlv) |
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(8) |
Power of Attorney dated July 26, 2023 (xlv) |
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(9) |
Power of Attorney dated July 26, 2024 (xlvii) |
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(10) |
Form of Power of Attorney dated July 23, 2025 (xlix) |
Notes:
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(i) |
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) |
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) |
Previously filed with Post-Effective Amendment No. 24 to the Registration Statement on July 31, 2003 |
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(iv) |
Previously filed with Post-Effective Amendment No. 26 to the Registration Statement on July 29, 2004 |
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(v) |
Previously filed with Post-Effective Amendment No. 27 to the Registration Statement on May 31, 2005 |
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(vi) |
Previously filed with Post-Effective Amendment No. 28 to the Registration Statement on July 29, 2005 |
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(vii) |
Previously filed with Post-Effective Amendment No. 29 to the Registration Statement on August 10, 2005 |
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(viii) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
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) |
Previously filed with Post-Effective Amendment No. 72 to the Registration Statement June 2, 2020 and incorporated by reference herein |
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(xxxix) |
Previously filed with Post-Effective Amendment No. 73 to the Registration Statement August 3, 2020 and incorporated by reference herein |
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(xl) |
Previously filed with Post-Effective Amendment No. 74 to the Registration Statement August 7, 2020 and incorporated by reference herein |
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(xli) |
Previously filed with Post-Effective Amendment No. 76 to the Registration Statement August 2, 2021 and incorporated by reference herein |
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(xlii) |
Previously filed with Post-Effective Amendment No. 77 to the Registration Statement August 31, 2021 and incorporated by reference herein |
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(xliii) |
Previously filed with Post-Effective Amendment No. 78 to the Registration Statement December 30, 2021 and incorporated by reference herein. |
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(xliv) |
Previously filed with Post-Effective Amendment No. 79 to the Registration Statement August 1, 2022 and incorporated by reference herein. |
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(xlv) |
Previously filed with Post-Effective Amendment No. 80 to the Registration Statement August 1, 2023 and incorporated by reference herein. |
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(xlvi) |
Previously filed with Post-Effective Amendment No. 81 to the Registration Statement November 7, 2023 and incorporated by reference herein |
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(xlvii) |
Previously filed with Post-Effective Amendment No. 83 to the Registration Statement July 25, 2024 and incorporated by reference herein |
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(xlviii) |
Previously filed with Post-Effective Amendment No. 84 to the Registration Statement October 31, 2024 and incorporated by reference herein |
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(xlix) |
Previously filed with Post-Effective Amendment No. 85 to the Registration Statement July 31, 2025 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 Third Amended and Restated Agreement and Declaration
of Trust dated February 15, 2024, as amended (the “Declaration of Trust”) and are hereby incorporated by reference.
See Item 28(a)(16) 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/Treasurer/Clerk/Director, U.S. Boston Insurance Agency, Inc.; Director, U.S. Boston Capital Corporation; 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. |
Marc L. Griffin
| President |
Vice- President and Director, U.S. Boston Capital Corporation. |
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
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(b) |
The directors and officers of the Registrant’s principal underwriter are: |
| Name |
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Positions and Offices with Underwriter |
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Positions and Offices with Registrant |
| Deborah A. Kessinger |
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President and Chief Compliance Officer |
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Chief Compliance Officer and Assistant Clerk |
| Leon Okurowski |
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Vice President, Clerk and Director |
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Vice President and Treasurer |
| Willard L. Umphrey |
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Director and Treasurer |
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President, Chairman and Trustee |
The principal business address of each person listed above is
Lincoln North, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.
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 the effectiveness
of this Registration Statement under rule 485(b) of the Securities Act and has duly caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Lincoln, and the Commonwealth of Massachusetts,
on the 25th day of March 2026.
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Pear Tree Funds |
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By: |
/s/ Willard L. Umphrey |
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Willard L. Umphrey, President |
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By: |
/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 date indicated.
| /s/ John M. Bulbrook* |
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March 25, 2026 |
| Trustee |
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Date |
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| /s/ William H. Dunlap* |
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March 25, 2026 |
| Trustee |
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Date |
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| /s/ Clinton S. Marshall* |
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March 25, 2026 |
| Trustee |
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Date |
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| /s/ Willard L. Umphrey* |
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March 25, 2026 |
| Trustee |
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Date |
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| *By: |
/s/ Willard L. Umphrey |
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March 25, 2026 |
| Willard L. Umphrey |
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Date |
| Attorney-in-Fact |
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Exhibit Index
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