<PAGE>
Registration Nos. 33-84842
811-8798
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [_]
Post-Effective Amendment No. 8 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 8 [X]
(Check appropriate box or boxes)
THE BEAR STEARNS FUNDS
(Exact Name of Registrant as Specified in Charter)
245 Park Avenue
New York, New York 10167
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 272-2000
Stephen A. Bornstein, Esq.
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
(Name and Address of Agent for Service)
copy to:
Stuart H. Coleman, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
This Registration Statement also has been executed by the Principal Executive
Officer, Principal Financial Officer and Board of Trustees of the S&P STARS
Fund.
<PAGE>
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
----
____ on (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(i)
____ on (date) pursuant to paragraph (a)(i)
____ 75 days after filing pursuant to paragraph (a)(ii)
____ on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
____ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Registrant has registered an indefinite number of shares of its beneficial
interest under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal
year ending March 31, 1996 will be filed on or about May 30, 1996.
<PAGE>
Cross-Reference Sheet Pursuant to Rule 495(a)
<TABLE>
<CAPTION>
Large Cap
Value, Small
Cap Value and The
Total Return S&P STARS Insiders
Bond Portfolio Select Fund
Items in Portfolios Class A Class A and
Part A of Class A and and Class Class C
Form N-1A Caption Class C Shares C Shares Shares
- --------- ------- -------------- --------- -----------
<C> <S> <C> <C> <C>
1 Cover Cover Cover Cover
2 Synopsis 3 3 3
3 Condensed Financial 5 4 4
Information
4 General Description 6 5 5
of Registrant
5 Management of the 12 11 10
Fund
5(a) Management's * * *
Discussion of Fund's
Performance
6 Capital Stock and 25 23 25
Other Securities
7 Purchase of 14 13 15
Securities Being
Offered
8 Redemption or 20 19 21
Repurchase
9 Pending Legal * * *
Proceedings
<CAPTION>
Large Cap
Value, The
Small Cap Value Insiders
Items in and Total S&P STARS Select
Part A Return Bond Portfolio Fund
of Form Portfolios Class Y Class Y
N-1A Caption Class Y Shares Shares Shares
- -------- ------- --------------- ---------- --------
<C> <S> <C> <C> <C>
1 Cover Cover Cover Cover
2 Synopsis 3 3 3
3 Condensed Financial 4 * 4
Information
4 General Description of 5 4 4
Registrant
5 Management of the Fund 11 9 10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Large Cap
Value, The
Small Cap Value Insiders
Items in and Total S&P STARS Select
Part A Return Bond Portfolio Fund
of Form Portfolios Class Y Class Y
N-1A Caption Class Y Shares Shares Shares
- --------- ------- --------------- --------- --------
<C> <S> <C> <C> <C>
5(a) Management's * * *
Discussion of Fund's
Performance
6 Capital Stock and 19 17 19
Other Securities
7 Purchase of Securities 12 11 13
Being Offered
8 Redemption or 15 14 16
Repurchase
9 Pending Legal * * *
Proceedings
<CAPTION>
Large Cap The
Value, Small Insiders
Items in Cap Value and Select
Part B Total Return S&P STARS Fund
of Form Bond Portfolios Portfolio All
N-1A Caption All Classes All Classes Classes
- -------- ------- --------------- ----------- --------
<C> <S> <C> <C> <C>
10 Cover Page B-1 B-1 B-1
11 Table of Contents B-1 B-1 B-1
12 General Information * * *
and History
13 Investment Objectives B-2 B-2 B-2
and Policies
14 Management of the Fund B-14 B-10 B-12
15 Control Persons and B-14 B-10 B-12
Principal Holders of
Securities
16 Investment Advisory B-18 B-15 B-16
and Other Services
17 Brokerage Allocation B-26 B-21 B-22
18 Capital Stock and B-29 B-23 B-25
Other Securities
19 Purchase, Redemption B-20, B-21 B-17, B-18 B-18,
and Pricing of B-19
Securities Being
Offered
20 Tax Status B-23 B-19 B-20
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Large Cap The
Value, Small Insiders
Items in Cap Value and Select
Part B Total Return S&P STARS Fund
of Form Bond Portfolios Portfolio All
N-1A Caption All Classes All Classes Classes
- --------- ------- --------------- ----------- --------
<C> <S> <C> <C> <C>
21 Underwriters B-1 B-1 B-1
22 Calculations of B-27 B-22 B-24
Performance Data
23 Financial Statements B-39 B-26 B-27
<CAPTION>
Items in
Part C of
Form N-1A All Portfolios
- --------- --------------
<C> <S> <C>
24 Financial Statements and C-1
Exhibits
25 Persons Controlled by or C-5
Under Common Control with
Registrant
26 Number of Holders of C-5
Securities
27 Indemnification C-5
28 Business and Other C-6
Connections of Investment
Adviser
29 Principal Underwriter C-6
30 Location of Accounts and C-8
Records
31 Management Services C-8
32 Undertakings C-8
</TABLE>
- ------------------
* Omitted since answer is negative or inapplicable
3
<PAGE>
THE BEAR STEARNS FUNDS
PART C. OTHER INFORMATION
-------------------------
Item 24. Financial Statements and Exhibits
- ------- ---------------------------------
(a) Financial Statements for the Large Cap Value Portfolio, Small Cap Value
Portfolio, Total Return Bond Portfolio, S&P STARS Portfolio, S&P STARS
Master Series and The Insiders Select Fund.
(1) Statements of Assets and Liabilities as of February 22, 1995 are
incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed September 1, 1995.
(2) Report of Deloitte & Touche LLP, Independent Accountants, dated
February 28, 1995 is incorporated by reference to Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A, filed
September 1, 1995.
(3) Statement of Investments as of June 30, 1995 (excluding S&P STARS
Portfolio) (unaudited) is incorporated by reference to Post-
Effective Amendment No. 5 to the Registration Statement on Form N-
1A, filed September 1, 1995.
(4) Statement of Assets and Liabilities as of June 30, 1995
(unaudited) is incorporated by reference to Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A, filed
September 1, 1995.
(5) Statement of Operations as of June 30, 1995 (unaudited) is
incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed September 1, 1995.
(6) Statement of Changes in Net Assets as of June 30, 1995 (unaudited)
is incorporated by reference to Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A, filed September 1, 1995.
(7) Statement of Assets and Liabilities as of May 5, 1995 is
incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(8) Report of Deloitte & Touche LLP, Independent Accountants, dated
May 5, 1995 is incorporated by reference to Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A, filed
November 10, 1995.
C-1
<PAGE>
(9) Statement of Investments as of September 30, 1995 (unaudited) is
incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(10) Statement of Assets and Liabilities as of September 30, 1995
(unaudited) is incorporated by reference to Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A, filed
November 10, 1995.
(11) Statement of Operations as of September 30, 1995 (unaudited) is
incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(12) Statement of Changes in Net Assets as of September 30, 1995
(unaudited) is incorporated by reference to Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A, filed
November 10, 1995.
(b) Exhibits:
(1)(a) Agreement and Declaration of Trust is incorporated by
reference to Exhibit (1)(a) of Post-Effective Amendment No. 7
to the Registration Statement on Form N-1A, filed November
10, 1995.
(1)(b) Amendment to Agreement and Declaration of Trust is
incorporated by reference to Exhibit (1)(b) of Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A,
filed November 10, 1995.
(2) By-Laws are incorporated by reference to Exhibit (2) of Post-
Effective Amendment No. 7 to the Registration Statement on
Form N-1A, filed November 10, 1995.
(5)(a) Investment Advisory Agreement, between the Registrant and
Bear Stearns Funds Management Inc. ("BSFM") is incorporated
by reference to Exhibit (5)(a) of Post-Effective Amendment
No. 7 to the Registration Statement on Form N-1A, filed
November 10, 1995.
(5)(b) Administration Agreement, between the Registrant and BSFM is
incorporated by reference to Exhibit (5)(b) of Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A,
filed November 10, 1995.
C-2
<PAGE>
(5)(c) Administrative Services Agreement, as amended, between the
Registrant and PFPC Inc. is incorporated by reference to
Exhibit (5)(c) of Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(5)(d) Sub-Investment Advisory Agreement is incorporated by
reference to Exhibit (5)(d) of Post-Effective Amendment No. 7
to the Registration Statement on Form N-1A, filed November
10, 1995.
(6)(a) Distribution Agreement is incorporated by reference to
Exhibit (6)(a) of Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(6)(b) Form of Dealer Agreement is incorporated by reference to
Exhibit (6)(b) of Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(8) Custody Agreements between the Registrant and Custodial Trust
Company are incorporated by reference to Exhibit (8) of Post-
Effective Amendment No. 7 to the Registration Statement on
Form N-1A, filed November 10, 1995.
(10) Opinion (including consent) of Stroock & Stroock & Lavan is
incorporated by reference to Exhibit (10) of Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A,
filed November 10, 1995.
(11) Consent of Independent Auditors is incorporated by reference
to Exhibit (11) of Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(15) Distribution and Shareholder Servicing Plan is incorporated
by reference to Exhibit (15) of Post-Effective Amendment No.
7 to the Registration Statement on Form N-1A, filed November
10, 1995.
(16) Schedules of Computation of Performance Data are incorporated
by reference to Exhibit (16) of Post-Effective Amendment No.
5 to the Registration Statement on Form N-1A, filed September
1, 1995 and to Exhibit (16) of Post-Effective Amendment No. 7
to the Registration Statement on Form N-1A, filed on November
10, 1995.
C-3
<PAGE>
(17) Financial Data Schedule is incorporated by reference to
Exhibit (17) of Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed November 10, 1995.
(18) Rule 18f-3 Plan, as revised.
Other Exhibit: (a) Certificate of Corporate Secretary is incorporated
by reference to Other Exhibit (a) of Post-Effective
Amendment No. 7 to the Registration Statement on
Form N-1A, filed November 10, 1995.
(b) Powers of attorney.
C-4
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant
- ------- -------------------------------------------------------------
Not Applicable
Item 26. Number of Holders of Securities
-------------------------------
(1) (2)
Number of Record
Title of Class Holders*
-------------- ----------------
Shares of beneficial
interest, $.001 par value
per share, of the following
portfolios:
S&P STARS Portfolio--Class A 2,878
S&P STARS Portfolio--Class C 1,813
S&P STARS Portfolio--Class Y 286
Large Cap Value Portfolio--Class A 121
Large Cap Value Portfolio--Class C 166
Large Cap Value Portfolio--Class Y 82
Small Cap Value Portfolio--Class A 366
Small Cap Value Portfolio--Class C 368
Small Cap Value Portfolio--Class Y 200
Total Return Bond Portfolio--Class A 118
Total Return Bond Portfolio--Class C 40
Total Return Bond Portfolio--Class Y 18
The Insiders Select Fund--Class A 901
The Insiders Select Fund--Class C 668
The Insiders Select Fund--Class Y 91
______________
* As of April 9, 1996.
Item 27. Indemnification
---------------
Reference is made to Article VIII of the Registrant's Declaration of Trust
previously filed as Exhibit 1(a). The application of these provisions is
limited by Article 10 of the Registrant's By-Laws filed as Exhibit 2 and by the
following undertaking set forth in the rules promulgated by the Securities and
Exchange Commission:
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a trustee,
C-5
<PAGE>
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
Reference also is made to the Distribution Agreement previously filed as
Exhibit 6(a).
Item 28(a). Business and Other Connections of Investment Adviser
- ---------- ----------------------------------------------------
Registrant is fulfilling the requirement of this Item 28(a) to provide a
list of the officers and directors of Bear Stearns Funds Management Inc.
("BSFM"), the investment adviser of the Registrant, together with information as
to any other business, profession, vocation or employment of a substantial
nature engaged in by BSFM or those of its officers and directors during the past
two years, by incorporating by reference the information contained in the Form
ADV filed with the SEC pursuant to the Investment Advisers Act of 1940 by BSFM
(SEC File No. 801-29862).
Item 28(b). Business and Other Connections of Sub-Investment Adviser
- ---------- --------------------------------------------------------
Registrant is fulfilling the requirement of this Item 28(b) to provide a
list of the officers and directors of Symphony Asset Management ("Symphony"),
the sub-investment adviser of the Registrant's The Insiders Select Fund,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by Symphony or those of its
officers and directors during the past two years, by incorporating by reference
the information contained in the Form ADV filed with the SEC pursuant to the
Investment Advisers Act of 1940 by Symphony (SEC File No. 801-46388).
Item 29. Principal Underwriters
- ------- ----------------------
(a) Bear, Stearns & Co. Inc. ("Bear Stearns") acts as principal
underwriter or depositor for the following investment companies:
. Municipal Securities Trust, High Income Series 1 (and Subsequent
Series)
. Bear Stearns Investment Trust -- Emerging Markets Debt Fund
C-6
<PAGE>
(b) Set forth below is a list of each executive officer and director of
Bear Stearns. The principal business address of each such person is 245 Park
Avenue, New York, New York 10167 except as set forth below.
Positions and Positions and
Offices with Offices with
Name Bear Stearns Registrant
- ------------------- ------------- -------------
Directors
- ---------
Alan C. Greenberg Chairman
James E. Cayne
Mark E. Lehman
Michael L. Tarnopol
Alan D. Schwartz
John H. Slade Director Emeritus
Warren J. Spector
Executive Officers
- ------------------
Alan C. Greenberg Chairman of Board
James E. Cayne Chief Executive Officer/
President
William J. Montgoris Chief Operating Officer/
Chief Financial Officer/
Chief Operations
Officer (designation)
Michael L. Tarnopol Executive Vice President
Alan D. Schwartz Executive Vice President
Warren J. Spector Executive Vice President
Kenneth L. Edlow Secretary
Michael Minikes Treasurer
Michael J. Abatemarco/1/ Controller/Assistant
Secretary
- ---------------
/1/ Michael J. Abatemarco's principal business address is 1 MetroTech Center
North, Brooklyn, New York 11201-3859.
C-7
<PAGE>
Mark E. Lehman Executive Vice President-
General Counsel
Chief Legal Officer
(designation)
Samuel L. Molinaro, Jr. Senior Vice President -
Finance
Frederick B. Casey Assistant Treasurer
Item 30. Location of Accounts and Records
- ------- --------------------------------
1. Bear Stearns Funds Management Inc.
245 Park Avenue
New York, New York 10167
2. The Bear Stearns Funds
245 Park Avenue
New York, New York 10167
3. Custodial Trust Company
101 Carnegie Center
Princeton, New Jersey 08540
4. PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, Delaware 19809
Item 31. Management Services
- ------- -------------------
Not Applicable
Item 32. Undertakings
- ------- ------------
Registrant hereby undertakes
(1) to call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when requested in
writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications; and
(2) to furnish each person to whom a prospectus is delivered with a
copy of its most current annual report to shareholders, upon
request and without charge.
C-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of the Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York and State of
New York on the 12th day of April, 1996.
THE BEAR STEARNS FUNDS
(Registrant)
By: /s/ Neil T. Eigen*
------------------------------
Neil T. Eigen, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
/s/ Neil T. Eigen* President (Principal April 12, 1996
- ------------------------- Executive Officer)
Neil T. Eigen
/s/ Frank J. Maresca Vice President and April 12, 1996
- ------------------------ Treasurer
Frank J. Maresca (Principal Financial
and Accounting Officer)
/s/ Peter M. Bren* Trustee April 12, 1996
- -------------------------
Peter M. Bren
/s/ Alan J. Dixon* Trustee April 12, 1996
- -------------------------
Alan J. Dixon
/s/ John R. McKernan, Jr.* Trustee April 12, 1996
- --------------------------
John R. McKernan, Jr.
C-9
<PAGE>
/s/ M.B. Oglesby, Jr.* Trustee April 12, 1996
- -------------------------
M.B. Oglesby, Jr.
/s/ Robert S. Reitzes* Trustee April 12, 1996
- -------------------------
Robert S. Reitzes
* By: /s/ Frank J. Maresca
---------------------
Frank J. Maresca,
Attorney-in-Fact
C-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed, in respect of Registrant's S&P STARS
Portfolio only, by the undersigned, thereunto duly authorized, in the City of
New York and State of New York on the 12th day of April, 1996.
S&P STARS FUND
By: /s/ Barry Nix*
----------------------------
Barry Nix, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below, in respect of
Registrant's S&P STARS Portfolio only, by the following persons in the
capacities and on the dates indicated.
/s/ Barry Nix* President April 12, 1996
- ------------------------- (Principal Executive
Barry Nix Officer)
/s/ James Fergus McKeon* Treasurer and April 12, 1996
- ------------------------- Secretary
James Fergus McKeon (Principal Financial
and Accounting Officer)
/s/ Robert S. Reitzes* Chairman of the April 12, 1996
- ------------------------- Board and Trustee
Robert S. Reitzes
/s/ John J. Danilovich* Trustee April 12, 1996
- -------------------------
John J. Danilovich
/s/ Vincent Anthony Walsh* Trustee April 12, 1996
- -------------------------
Vincent Anthony Walsh
* By: /s/ Frank J. Maresca
---------------------
Frank J. Maresca,
Attorney-in-Fact
C-11
<PAGE>
INDEX TO EXHIBITS
-----------------
Page
----
(18) Rule 18f-3 Plan, as revised . . . . . . . .
Other Exhibit: (b) Power of Attorney . . . . . . .
<PAGE>
Exhibit (18)
THE BEAR STEARNS FUNDS
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires that the Board of an investment company desiring to offer
multiple classes pursuant to said Rule adopt a plan setting forth the separate
arrangement and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board, including a majority of the non-interested Board members,
of the above-referenced fund (the "Fund") which desires to offer multiple
classes for the series set forth on Schedule A (the "Series") has determined
that the following plan is in the best interests of each class individually and
the Fund as a whole:
1. Class Designation: Each Series' shares shall be divided into
Class A, Class C and Class Y.
2. Differences in Services: The services offered to shareholders of
each Class shall be substantially the same, except that Right of Accumulation
and Letter of Intent shall be available only to holders of Class A shares.
3. Differences in Distribution Arrangements: Class A shares shall be
offered with a front-end sales charge, as such term is defined in Article III,
Section 26(b), of the Rules of Fair Practice of the National Association of
Securities Dealers,
<PAGE>
Inc., and a deferred sales charge (a "CDSC"), as such term is defined in said
Section 26(b), may be assessed on certain redemptions of Class A shares
purchased without an initial sales charge as part of an investment of $1 million
or more. The amount of the sales charge and the amount of and provisions
relating to the CDSC pertaining to the Class A shares are set forth on Schedule
B hereto.
Class C shares shall not be subject to a front-end sales charge, but
shall be subject to a CDSC. The amount of and provisions relating to the CDSC
pertaining to Class C shares are set forth on Schedule C hereto.
Class A and Class C shares shall be charged a fee pursuant to a
Distribution and Shareholder Servicing Plan adopted under Rule 12b-1 under the
1940 Act. The amount of the fees under the Distribution and Shareholder
Servicing Plan are set forth on Schedule D hereto.
Class Y shares shall be offered at net asset value with no front-end
sales charge, CDSC or distribution and shareholder servicing fees. Class Y
shares are available to investors whose minimum initial purchase is at least
$2.5 million, subject to such waivers or variations as from time to time may be
in effect.
4. Expense Allocation. The following expenses will be allocated, to
the extent practicable, on a Class-by-Class basis: (a) fees under the
Distribution and Shareholder Servicing Plan; (b) printing and postage expenses
related to
-2-
<PAGE>
preparing and distributing materials, such as shareholder reports, prospectuses
and proxies, to current shareholders of a specific Class; (c) Securities and
Exchange Commission and Blue Sky registration fees incurred by a specific Class;
(d) the expense of administrative personnel and services as required to support
the shareholders of a specific Class; (d) litigation or other legal expenses
relating solely to a specific Class; and (f) Board members' fees incurred as a
result of issues relating to a specific Class.
5. Conversion Features. On October 13, 1995, Class A Shares held by
investors who are eligible to purchase Class Y Shares shall be converted to
Class Y shares, based on the relative net value of such Classes as of the close
of business on such date, without the imposition of any sales charge, fee or
other charge. Thereafter, if a holder of Class A Shares notifies the Fund's
distributor that it desires to have its Class A Shares converted to Class Y
Shares because it then is eligible to purchase Class Y Shares, the shares which
are the subject of the notice shall be converted to Class Y shares, without the
imposition of any sales charge, fee or other charge, on the third business day
following confirmation of the investor's eligibility to own Class Y Shares, at
the relative net value of such Classes as of the close of business on such date.
6. Exchange Privileges. Shares of a Class are exchangeable only for
(a) shares of the same Class of another
-3-
<PAGE>
Series or of other investment companies sponsored by the Fund's distributor
and (b) shares of the Money Market Portfolio of The RBB Fund, Inc.
Dated: March 24, 1995, as revised May 4, 1995,
May 31, 1995, September 29, 1995 and April 12, 1996
-4-
<PAGE>
SCHEDULE A
S&P STARS Portfolio
Large Cap Value Portfolio
Small Cap Value Portfolio
Total Return Bond Portfolio
The Insiders Select Fund
A-1
<PAGE>
SCHEDULE B
Front-End Sales Charge--Class A Shares--The public offering price for Class A
shares shall be the net asset value per share of that Class plus a sales load as
shown below:
(a) For S&P STARS Portfolio, Large Cap Value Portfolio, Small
Cap Value Portfolio and The Insiders Select Fund
<TABLE>
<CAPTION>
Total Sales Load
-----------------------
As a % of As a % of
offering net asset
price per value per
Amount of Transaction share share
------------ -----------
<S> <C> <C>
Less than $50,000...................................... 4.75 4.99
$50,000 to less than $100,000.......................... 4.25 4.44
$100,000 to less than $250,000......................... 3.75 3.90
$250,000 to less than $500,000......................... 3.25 3.36
$500,000 to less than $750,000......................... 2.75 2.83
$750,000 to less than $1,000,000....................... 2.25 2.30
$1,000,000 and above................................... 0.00 0.00
</TABLE>
(b) For Total Return Bond Portfolio
<TABLE>
<CAPTION>
Total Sales Load
-----------------------
As a % of As a % of
offering net asset
price per value per
Amount of Transaction share share
------------ -----------
<S> <C> <C>
Less than $50,000...................................... 3.75 3.90
$50,000 to less than $100,000.......................... 3.25 3.36
$100,000 to less than $250,000......................... 2.75 2.83
$250,000 to less than $500,000......................... 2.25 2.30
$500,000 to less than $750,000......................... 2.00 2.04
$750,000 to less than $1,000,000....................... 1.50 1.52
$1,000,000 and above................................... 0.00 0.00
</TABLE>
Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1.00% (.50% in the
case of the Total Return Bond Portfolio) shall be assessed at the time of
redemption of Class A shares purchased without an initial sales charge as part
of an
B-1
<PAGE>
investment of at least $1,000,000 and redeemed within one year after purchase. A
CDSC of .50% (1% for shares purchased from April 15, 1996 through June 28,
1996) shall be assessed at the time of redemption of Class A shares purchased
without a sales charge with the proceeds from the redemption of shares of an
investment company sold with a sales charge or commission and not distributed by
the Fund's Distributor, if such shares are redeemed within one year of their
purchase. The terms contained in Schedule C pertaining to the CDSC assessed on
redemptions of Class C shares, including the provisions for waiving the CDSC,
shall be applicable to the Class A shares subject to a CDSC. Letter of Intent
and Right of Accumulation shall apply to such purchases of Class A shares.
B-2
<PAGE>
SCHEDULE C
Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1.00% payable to the
Fund's Distributor shall be imposed on any redemption of Class C shares made
within one year of the date of purchase. No CDSC shall be imposed to the extent
that the net asset value of the Class C shares redeemed does not exceed (i) the
current net asset value of Class C shares acquired through reinvestment of
dividends or capital gain distributions, plus (ii) increases in the net asset
value of the shareholder's Class C shares above the dollar amount of all
payments for the purchase of Class C shares of the Fund held by such shareholder
at the time of redemption.
If the aggregate value of the Class C shares redeemed has declined
below their original cost as a result of the Fund's performance, a CDSC may be
applied to the then-current net asset value rather than the purchase price.
In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible rate.
Therefore, it shall be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value of
Class C shares above the total amount of payments for the purchase of Class C
shares made during the preceding year; then of amounts representing the cost of
shares purchased more than one year prior to the redemption; and finally, of
amounts representing the cost of shares purchased within one year prior to
redemption.
Waiver of CDSC--The CDSC shall be waived in connection with (a) redemptions made
within one year after the death or disability, as defined in Section 72(m)(7) of
the Internal Revenue Code of 1986, as amended (the "Code"), of the shareholder,
(b) redemptions by employees participating in Eligible Benefit Plans, (c)
redemptions as a result of a combination of any investment company with the Fund
or Series by merger, acquisition of assets or otherwise, and (d) a distribution
following retirement under a tax-deferred retirement plan or upon attaining age
70-1/2 in the case of an IRA or Keogh plan or custodial account pursuant to
Section 403(b) of the Code. Any Fund shares subject to a CDSC which were
purchased prior to the termination of such waiver shall have the CDSC waived as
provided in the Fund's prospectus at the time of the purchase of such shares.
C-1
<PAGE>
SCHEDULE D
Amount of Distribution and Shareholder Servicing Plan--Each Series shall pay a
fee based on the value of the average daily net assets of the respective Class
as follows:
<TABLE>
<CAPTION>
Name of Series Class A Class C
- -------------- -------- --------
<S> <C> <C>
S&P Stars Portfolio .50% 1.00%
Large Cap Value Portfolio .50% 1.00%
Small Cap Value Portfolio .50% 1.00%
The Insiders Select Fund .50% 1.00%
Total Return Bond Portfolio .35% .75%
</TABLE>
D-1
<PAGE>
Other Exhibit (b)
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert S. Reitzes, Stephen A. Bornstein, Frank J. Maresca and Vincent L.
Pereira, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to the
Registration Statement for The Bear Stearns Funds (including post-effective
amendments and amendments thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Neil T. Eigen President April 12, 1996
- ------------------ (Principal Executive
Neil T. Eigen Officer)
