0000722885-11-000058 Sample Contracts

QUANTITATIVE ADVISORS, INC. ADVISORY CONTRACT
Advisory Contract • June 1st, 2011 • Pear Tree Funds • Massachusetts

Advisory Contract ("Contract") dated as of October 5, 1999, between QUANTITATIVE ADVISORS, INC., a Massachusetts corporation (the "Manager") and POLARIS CAPITAL MANAGEMENT, INC., a Massachusetts Corporation (the "Advisor").

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AMENDMENT to the ADVISORY CONTRACT Effective January 1, 2009
Advisory Contract • June 1st, 2011 • Pear Tree Funds

This Amendment dated January 1, 2009 to the Advisory Contract dated October 5, 1999 between Quantitative Investment Advisors, Inc. and Polaris Capital Management, Inc., is effective for the period January 1, 2009 to December 31, 2010. Paragraph 3 of the Advisory Contract is replaced in its entirety with the paragraph below.

AMENDMENT to the ADVISORY CONTRACT Effective November 10, 2009
Advisory Contract • June 1st, 2011 • Pear Tree Funds

This Amendment dated November 10, 2009 to the Advisory Contract dated October 5, 1999 between Quantitative Investment Advisors, Inc. and Polaris Capital Management, Inc., is effective for the period January 1, 2009 to December 31, 2010. Paragraph 3 of the Advisory Contract is replaced in its entirety with the paragraph below.

AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT
Administration Agreement • June 1st, 2011 • Pear Tree Funds • Massachusetts

WHEREAS, the Trust and the Administrator entered into an Administration Agreement dated as of November 1, 2008 (the “Original Agreement,” and together with the Amendment, the “Agreement”), pursuant to which the Administrator is to provide certain administrative services to the Trust, including certain legal services; and

PEAR TREE FUNDS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (As amended through May 26, 2011)
Agreement and Declaration of Trust • June 1st, 2011 • Pear Tree Funds • Massachusetts

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Lincoln, Massachusetts, this 26th day of May, 2011, amending and restating the AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST dated April 2, 1990, as amended by AMENDMENT NO. 1 dated July 18, 1993 (the “Amended Declaration of Trust”), by the Trustees hereunder and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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