<PAGE>
The Bear Stearns Funds
The Insiders Select Portfolio
Class A and Class C Shares
SUPPLEMENT TO PROSPECTUS DATED
NOVEMBER 10, 1995
THE FOLLOWING INFORMATION
SUPPLEMENTS THE INFORMATION
CONTAINED ON PAGES 17 AND 18 OF
THE PROSPECTUS.
Class A shares of the Portfolio
may be purchased at net asset
value by the following customers
of a broker that operates a
master account for purchasing
and redeeming, and otherwise
providing shareholder services
in respect of, Fund shares
pursuant to agreements with the
Fund or Bear Stearns: (i)
investment advisers and
financial planners who place
trades for their own accounts or
for the accounts of their
clients and who charge a
management, consulting or other
fee, (ii) clients of such
investment advisers and
financial planners if such
clients place trades through
accounts linked to master
accounts of such investment
advisers or financial planners
on the books and records of such
broker and (iii) retirement and
deferred compensation plans, and
trusts used to fund such plans,
including, but not limited to,
plans or trusts defined in
Section 401(a), 403(b) or 457 of
the Internal Revenue Code of
1986, as amended, and "rabbi
trusts", provided, in each case,
the purchase transaction is
effected through such broker.
The broker may charge a fee for
transactions in Portfolio
shares.
THE FOLLOWING INFORMATION
SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE
PROSPECTUS.
Effective January 1, 1996, the
Portfolio's name will change to
"The Insiders Select Fund."
<PAGE>
The Bear Stearns Funds
The Insiders Select Portfolio
Class Y Shares
SUPPLEMENT TO PROSPECTUS DATED
NOVEMBER 10, 1995
THE FOLLOWING INFORMATION
SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE
PROSPECTUS.
Effective January 1, 1996, the
Portfolio's name will change to
"The Insiders Select Fund."
<PAGE>
The Bear Stearns Funds
S&P STARS Portfolio
Class A and Class C Shares
SUPPLEMENT TO PROSPECTUS DATED
SEPTEMBER 1, 1995
THE FOLLOWING INFORMATION
SUPPLEMENTS THE INFORMATION
CONTAINED ON PAGES 15 AND 16 OF
THE PROSPECTUS.
Class A shares of the STARS
Portfolio may be purchased at
net asset value by the following
customers of a broker that
operates a master account for
purchasing and redeeming, and
otherwise providing shareholder
services in respect of, Fund
shares pursuant to agreements
with the Fund or Bear Stearns:
(i) investment advisers and
financial planners who place
trades for their own accounts or
for the accounts of their
clients and who charge a
management, consulting or other
fee, (ii) clients of such
investment advisers and
financial planners if such
clients place trades through
accounts linked to master
accounts of such investment
advisers or financial planners
on the books and records of such
broker and (iii) retirement and
deferred compensation plans, and
trusts used to fund such plans,
including, but not limited to,
plans or trusts defined in
Section 401(a), 403(b) or 457 of
the Internal Revenue Code of
1986, as amended, and "rabbi
trusts", provided, in each case,
the purchase transaction is
effected through such broker.
The broker may charge a fee for
transactions in STARS Portfolio
shares.
