SecProbe.io

CORRESP
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filename1.htm

John
Hunt

Partner

Direct
617 338 2961

jhunt@sullivanlaw.com

July 25, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:  Kim
McManus, Senior Counsel

Re: Pear
                                            Tree Funds

  File No. 333-102055

Ladies
and Gentlemen:

We
serve as counsel to Pear Tree Funds, a Massachusetts business trust (the “Registrant”) and an investment company currently
registered with the Commission under the Investment Company Act of 1940, as amended (the “1940 Act”).   On
July 9, 2024, you provided us with certain oral comments from the Staff of the Commission to the Registrant’s post-effective amendment
(the “Amendment”) to its Registration Statement on Form N-1A (amendment no. 82 under the Securities Act of 1933, as
amended (the “Securities Act”), and amendment no. 84 under the 1940 Act).   The Amendment was filed with
the Commission on May 31, 2024 pursuant to Rule 485(a)(1) under the Securities Act. The Registrant is filing concurrently with this correspondence
an amendment to its Registration Statement on Form N-1A (the “Registration Statement”) pursuant to Rule 485(b), which
is to take effect on August 1, 2024. We are responding on behalf of the Registrant to the Staff’s July 9, 2024 comments.

Each
of the Staff’s comments is printed below in italics. The Registrant’s response follows in regular type.

1.       For
each separate series of the Registrant, revise the introductory language to “Fee Table and Expense” presented pursuant to
Form N-1A, Item 3 to read: “This table describes the fees and expenses that you may pay if you buy, hold and sell shares of [insert
applicable fund name] . . . .”

The
Registrant has made the changes as requested.

U.S.
Securities and Exchange Commission

July
25, 2024

Page
2

2.       Revise
footnote 1 under Pear Tree Essex Opportunities Fund’s “Annual Fund Operating Expenses” presented pursuant to Form N-1A,
Item 3, to clarify whether the Manager may recoup the fee waiver for the Institutional Shares.

The
Registrant has made the change as requested.

3.       Revise
footnotes 2 and 3 under Pear Tree Foreign Value Fund’s “Annual Fund Operating Expenses” presented pursuant to Form
N-1A, Item 3, to clarify whether the contractual agreements are to apply through July 2024 or July 2025.

The
Registrant has made the changes as requested.

4.       For
Pear Tree Polaris Foreign Value Small Cap Fund, include in “Principal Investment Risks” in response to Form N-1A, Item 4(b)(1)(i),
define “Emerging Markets Countries”.

The
Registrant has provided a definition of “Emerging Markets Countries” for Pear Tree Polaris Foreign Value Small Cap Fund in
its response to Form N-1A, Item 9(b). Consistent with that disclosure, the Registrant has modified the last paragraph of its response
to Item 4(a)(1) to include a definition of “emerging markets countries,” that is, as the countries represented in the MSCI
Emerging Markets Index. Those countries are specifically identified in the Registrant’s response to Item 9(b).

5.       For
Pear Tree Essex Environmental Opportunities Fund (“Environmental Opportunities Fund”), in its response to Form N-1A,
Item 4(a)(1) and Item 9(b)(1) “Principal Investment Strategy,” (a) state whether the sub-adviser’s Global Environmental
Opportunities Strategy (GEOS) incorporates the use of third-party providers and/or ESG indices, and if so, please revise to identify,
and (b) describe the sub-adviser’s due diligence practices in evaluating potential portfolio companies, for example, the data they
review to meet ESG criteria.

The
Registrant respectfully submits that the current disclosure for Environmental Opportunities Fund satisfies the requirements of Form N-1A,
Items 4(a)(1) and 9(b)(1) and thus, the Registrant declines to make further changes.

The
sub-adviser does not use any third-party providers and/or ESG indices as determinative factors in selecting portfolio investments for
the fund. Item 9(b)(1), Instruction 8 states that a fund subject to Rule 35d-1(a)(2)(i) (which, solely for the purposes of this letter
we have assumed that Environmental Opportunities Fund is subject to that rule) is required to provide definitions of the terms used in
its name, including “the specific criteria the Fund uses to select the investments the term describes.” As neither that instruction
nor any other instruction to Item 4 or Item 9 requires the Registrant to disclose actions that the sub-adviser does not take in selecting
portfolio investments, discussion of criteria not used by the sub-adviser is not required.

The
sub-adviser’s investment strategy for Environmental Opportunities Fund as currently described in the Registrant’s responses
to Form N-1A, Items 4(a)(1) and 9(b)(1) already includes descriptions of specific ESG due diligence criteria and, as a summary, is complete.
Specifically, the Registrant describes (a) how the sub-adviser defines the universe of securities into which the fund using that strategy
may invest, that is, a universe of issuers that derive at least 25 percent of its revenues from one of nine specific categories of investment
themes, including environmental themes, (b) the sub-adviser’s focus on the commercial viability of the issuer’s technology,
(c) the sub-adviser’s environmental assessment, and (d) the sub-adviser’s ranking of various investment factors that, in
our experience, are commonly used by many investment advisers in selecting portfolio investments for their clients.

U.S.
Securities and Exchange Commission

July
25, 2024

Page
3

6.       For
Pear Tree Quality Fund, in response to Form N-1A, Item 13 “Financial Highlights,” update the first two columns to refer to
2024 instead of 2023.

The
Registrant has made the changes as requested.

8.       In
the Registrant’s response to Form N-1A, Item 16(c), explain how the Registrant interprets its concentration policy with respect
to a “group of industries” consistent with Section 8(b)(1)(E) of the 1940 Act.

The
Registrant interprets each Pear Tree Fund’s policies on concentrating its investments in “groups of industries,” to
the extent such concentration occurs, in a manner consistent with the Registrant’s responses to Form N-1A, Items 4(a)(1) and 9(b)(1),
as required by Rule 35d-1(a)(2).

9.       On
page SAI-42, please remove the bracketed language.

The
Registrant has made the change as requested.

*     *     *

Please
call me at (617) 338-2961 if you have questions or if you would like to discuss this matter further.

 Very
truly yours,

 /s/
John Hunt

 John
Hunt

JH/hex

 Cc: Deborah
A. Kessinger

Eric
Levine

Johanna
C. Colpritt