May 24, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for The Bear Stearns Funds
File No. 33-84842
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940,
the above referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe
account, 72741,733. If there are any questions on this filing
I can be reached at (302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: The Bear Stearns Funds
245 Park Avenue
New York, NY 10167
2. Name of each series or class of funds for which this notice is filed:
Large Cap Value Portfolio
Small Cap Value Portfolio
Total Return Bond Portfolio
The Insiders Select Fund
S & P Stars Portfolio
3. Investment Company Act File Number: 811-8798
Securities Act File Number: 33-84842
4. Last day of fiscal year for which this notice is filed: 3/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 12,523,483
Sale Price: $169,132,778
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 12,523,483
Sale Price: $169,132,778
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 155,409
Sale Price: $2,186,085
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 169,132,778
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 2,186,085
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 27,093,708
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + -----
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): $ 144,225,155
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: \ 2900
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 49,732.81
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 24, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: \s\Frank J. Maresca
Frank J. Maresca
Vice President and Treasurer
Date: May 23, 1996
May 22, 1996
The Bear Stearns Funds
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter is in
response to your request for our opinion in connection with the filing by you
of a "Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940, as amended. In such notice you have reported
the sale during the fiscal year ended March 31, 1996 of an aggregate of
12,523,483 of the Fund's Large Cap Value Portfolio, Small Cap Value Portfolio,
Total Return Bond Portfolio, The Insiders Select Fund and S&P Stars Portfolio
shares (the "Shares").
We have acted as counsel to the Fund since its organization and in connection
with the filing by the Fund of a registration statement, and amendments
thereto, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. In so acting, we have examined a copy of the Fund's
charter documents, the Rule 24f-2 Notice, the original or reproduced or
certified copies of all such records of the Fund, agreements, certificates of
officers and representatives of the Fund and others, and such other documents,
papers, statutes and authorities as we deemed necessary to form a basis for
the opinion hereinafter expressed. As to matters of fact relevant to such
opinion, we have relied upon the Rule 24f-2 Notice and statements and
certificates of officers and representatives of the Fund and others. We have
assumed the genuineness of all signatures and the conformity to the original
documents of the copies of documents supplied to us as originals or reproduced
copies.
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable by
the Fund.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred
to above. In giving such permission, we do not admit hereby that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
