Pear Tree Partners LP

ITEM	5:	FEES	AND	COMPENSATION

    Pear	Tree	Compensation	Description

    Focus Funds

        Distributions
        Under each Focus Fund’s Limited Liability Company Agreement, Pear Tree, as the Class
        B Member of the Focus Fund, may make a capital contribution of $50,000. If a $50,000
        capital contribution is made then Pear Tree then receives the first $50,000 of
        distributions. Pear Tree receives 10% of all subsequent distributions to the Funds’
        members.

        Management Fee
        Focus Funds do not charge an ongoing management fee. For Focus Funds, the Advisor
        will seek the consent of the majority of Class A investors to retain a portion or the entire
        restructuring/renegotiation fee, if and when such a fee becomes available.

    Board Member Fees

        Some of Pear Tree’s supervised persons receive compensation (in cash or securities) for
        serving as board members for Portfolio Companies. The compensation paid to the
        supervised persons is equal to or less than the compensation paid to other board
        members of that Portfolio Company.

Venture Funds

    Charge a management fee from 1.00-2.00%. An affiliate of Pear Tree will receive carried
    interest of 20% paid to the General Partner. Additional fees can include closing fees,
    monitoring, director’s fees, consulting, and transaction fees if such services are provided.

  Pear Tree Partners, LP ‐ Part 2A Brochure                                   November 2024

    Fee	Billing

    Focus Funds

    Focus Funds are not charged or assessed an ongoing management fee based upon assets
    under management.

    Venture Funds

    Charge a management fee. While each Venture Fund’s management fee structure may differ,
    currently the management fee structure requires the Venture Fund to pay the entire
    management fee in advance based on the expected life of the Venture Fund. Management
    fees collected in advance are maintained in a reserve account until the management fee is due
    to be paid to Pear Tree.

    Other	Fees	or	Expenses

    Focus Funds

    Focus Funds established after March 2019, pay Pear Tree Partners Management, LLC (an
    affiliate of Pear Tree) $10,000 annually, payable quarterly in equal installments of $2,500.
    This fee covers general administrative services such as document preparation and other
    administrative or ministerial services.

    All Focus Funds pay a $100 quarterly administration fee. Each Focus Fund is charged a $15
    fee by an affiliate per Investor for processing each distribution.

    Each Private Fund pays its own expenses, including legal, regulatory, administrative, audit,
    tax preparation and miscellaneous expenses. On occasion, a Private Fund may require
    brokerage services and can obtain those services from Pear Tree’s affiliate broker dealer U.S.
    Boston Capital Corporation (USBCC). The Fees incurred will not exceed the standard fees
    charged by USBCC to other clients. Brokerage services, if there are any, will be handled as
    specified in Item 12 of this Brochure.

    Participation	or	Interest	in	Client	Transactions

    Pear	Tree	and	Supervised	Persons’	Investments

    Focus Funds

    Under each Focus Fund’s Limited Liability Company Agreement, if Pear Tree, as the Class B
    Member of the Focus Fund, makes a capital contribution of $50,000 then Pear Tree receives
    the first $50,000 distributed. Pear Tree receives 10% of all subsequent distributions to the
    Focus Funds’ members.

    Venture Funds

    Under each Venture Fund’s Limited Partnership Agreement, Pear Tree will receive a
  Pear Tree Partners, LP ‐ Part 2A Brochure                       November 2024

    management fee ranging from 1.00-2.00% and an affiliate of Pear Tree will receive carried
    interest of 20% paid to the General Partner.

    Pear Tree Supervised persons can make investments in the Private Funds on the same terms
    and conditions as other Private Fund investors.

    Pear Tree Supervised Persons may make investments directly in a Portfolio Company and not
    through a Private Fund. The investments are disclosed to investors and are on the same
    terms and conditions as the Private Fund investors. Pear Tree discloses in a Private Fund’s
    offering documents if any Principals of Pear Tree invest in the Portfolio Company outside of
    a Private Fund.

    Two Supervised Persons of Pear Tree and the CEO of RailRunner formed RailRunner Rolling
    Stock LLC (“RRS”) to fund the operations of RailRunner a portfolio company which two
    Focus Funds have previously invested in. Without the members, of RRS the RailRunner
    Focus Funds XIX and XXIII would have defaulted and closed. The debt of the RRS members
    is senior to Focus Fund investors and has been disclosed.

    Affiliated	Persons	Compensation

    Placement Fees

    Pear Tree’s affiliated broker-dealer, U.S. Boston Capital Corporation (“USBCC”) receives
    placement fees from the Portfolio Companies. These placement fees are paid in cash. Clients
    do not compensate USBCC for placement services.

    USBCC’s compensation for placement services present a conflict of interest because the Pear
    Tree’s Principals are also registered representatives of USBCC and are typically recipients of
    some or all of the compensation paid to USBCC by each Portfolio Company. Alternatively, the
    compensation can go towards the general administrative and operational expenses of USBCC.
    As such, they have a personal financial interest in placing clients into the Portfolio Company
    held by a Client. Pear Tree also addresses this conflict of interest by requiring that USBCC only
    undertake best efforts placements, not firm underwriting commitments, and by disclosing to
    potential investors that placement fees are to be paid by the applicable Portfolio Company to
...

ITEM	7:	TYPES	OF	CLIENTS

 Pear Tree Clients

       Focus Funds

 Pooled investment vehicles, typically in the form of Delaware limited liability companies.
 Each Focus Fund invests in debt and/or equity securities of a single Portfolio Company. Some
 of the investors or members in the Focus Funds are USBCC’s brokerage clients. Occasionally
 employees of our affiliated Broker Dealer USBCC are investors as Class A Members.

       Venture Funds

 Pooled investment vehicles, typically in the form of Delaware limited partnership that invest
 in the equity securities of multiple portfolio companies (each a “Portfolio Company”). Some of
 the investors or members in the Funds are USBCC’s brokerage and advisory clients.
 Occasionally employees of our affiliated Broker Dealer/RIA USBCC are investors as Class A
 Members or limited partners.

 Private Fund Investors

       Unaffiliated Portfolio Company Senior Management Investors

 Occasionally, senior management of a Portfolio Company invest in other Private Funds of
 different Portfolio Companies in their personal capacity. These investments are on the same
 terms and conditions as other investors.

       Supervised Persons and Associated Persons Investors

  Supervised Persons and Associated Persons may also invest directly into a Portfolio
  Company, not through the Private Fund. Some of these direct investments are for qualified
  ERISA assets.
  Pear Tree Partners, LP ‐ Part 2A Brochure                           November 2024