BEAR STEARNS FUNDS
N-30D, 1997-11-26
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================================================================================
Prime Money Market Portfolio


Semi-Annual Report
September 30, 1997


<PAGE>



                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                             LETTER TO SHAREHOLDERS

                                                               November 13, 1997
Dear Shareholder:

We are  pleased to present  you with the first  semi-annual  report of the Prime
Money  Market  Portfolio  (the  "Portfolio").  As you know,  the  Portfolio  was
launched on July 14, 1997, as a high-quality,  diversified, taxable money market
fund  specifically  designed  for  institutional  investors  and high  net-worth
individuals.   To  date,  it  has  enjoyed  steady  asset  growth  and  achieved
competitive  investment  results. We appreciate your confidence during the early
stages of the  Portfolio's  growth.  As we go  forward,  we hope to  expand  our
investment relationship with you through our dedication to service and adherence
to the stated  investment  objectives  which  are:  preservation  of  principal,
liquidity and a competitive yield.

Although newly launched  money market funds  typically grow slowly at first,  we
are very pleased to report that the Portfolio's  assets had grown to $90,000,000
as of November  13, 1997.  At the same time,  while  investing  in  high-quality
commercial paper,  certificates of deposit,  floating-rate  notes and repurchase
agreements,  the Portfolio has produced a competitive net yield every week since
inception. As compiled by IBC's Money Fund Report(TM), the Portfolio's net yield
ranked among the Top 10 in the First Tier - Institutional Only category for each
week beginning with the week ended July 22, 1997 and extending  through the week
ended November 11, 1997.1 On a monthly basis, the Portfolio's net yield exceeded
IBC's Money Fund Report  Averages(TM) - First Tier - Institutional  Only average
net yield by 26 basis points in each of August, September, and October.1 For the
period  July 14 through  September  30,  the  effective  yield was 5.72%.  As of
September 30, the 7-day yield was 5.60%.

During the third  quarter of 1997,  the  Portfolio  operated in an interest rate
environment  that was fairly  volatile but generally  trending  lower for issues
with a maturity of three months and longer. The less steeply-sloped  yield curve
reflected  the  market's  outlook  for  moderate  economic  growth  with  little
inflationary  impact.  Although the U.S. economy showed signs of faster economic
growth in early October, the global equity market sell-off later in the month is
expected to weaken many foreign  economies and  ultimately  reduce growth in the
U.S.  to a more  moderate  pace  with  low  inflation  by the end of the  fourth
quarter.  This suggests that the Federal  Reserve Board will not need to tighten
monetary  policy for  several  months and, as a result,  interest  rates  should
remain  fairly  stable  with a  relatively  flat yield  curve.  The  appropriate
investment  strategy  based  upon  this  outlook  is to extend  maturities  when
possible  subject to daily liquidity  requirements  and fluctuations in interest
rates.

Again, we appreciate your support and welcome your ideas and inquiries.

Sincerely,




(/S/ROBERT S. REITZES)                      (/S/JOHN M. WINTERS)

Robert S. Reitzes                           John M. Winters
President                                   Senior Portfolio Manager
The Bear Stearns Funds                      Bear Stearns Funds Management



- ----------
1    The Net Yield  represents  past  performance  which is not a  guarantee  of
     future  results.  Yields are net of  management  fees and  expenses.  As of
     October  31,  1997,  there  were 163  funds  in the  taxable  First  Tier -
     Institutional Only category, and throughout all periods, some or all of the
     funds,  including  Bear  Stearns',  reported fee waivers from time to time.
     Without such waivers, the reported yields would have been lower.

                                       1


<PAGE>


                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                            PORTFOLIO OF INVESTMENTS
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)
- --------------------------------------------------------------------------------
PRINCIPAL
 AMOUNT                                           INTEREST  MATURITY    MARKET
(000'S)                                             RATE      DATE       VALUE
- --------------------------------------------------------------------------------
        CERTIFICATES OF DEPOSIT -- 28.17%
        BANK - DOMESTIC - 3.13%
$2,000  Bankers Trust Co. (P-1, A-1)* ............  5.650%  10/01/97 $ 1,999,237
                                                                     -----------
        BANK - FOREIGN - 3.13%
 2,000  Westpac Banking Corp. (P-1, A-1+) ........  5.970   03/23/98   2,000,531
                                                                     -----------
        YANKEE DOLLAR CERTIFICATES OF DEPOSIT - 21.91%
 2,000  Canadian Imperial Bank of Commerce,
           N.Y. (P-1, A-1+) ......................  5.950   06/29/98   2,000,448
 2,000  Dai-Itchi Kangyo Bank, Ltd., N.Y. 
           (P-1, A-1) ............................  5.670   11/04/97   2,000,050
 3,000  Norinchukin Bank, Ltd.,  N.Y. 
           (P-1, A-1+) ...........................  5.730   11/12/97   3,000,138
 1,000  Royal Bank of Canada, N.Y. (P-1, A-1+) ...  6.200   04/06/98   1,001,379
 2,000  Societe General, N.Y. (P-1+, A-1) ........  5.730   01/07/98   2,000,067
 2,000  Sumitomo Bank, Ltd., N.Y. (P-1, A-1) .....  5.650   10/10/97   2,000,002
 2,000  Swiss Bank Corp., N.Y. (P-1, A-1+) .......  5.900   08/28/98   1,999,259
                                                                     -----------
                                                                      14,001,343
                                                                     -----------
        Total Certificates of Deposit
           (cost - $18,001,111)                                       18,001,111
                                                                     -----------
        COMMERCIAL PAPER -- 23.18%
        COMMERCIAL FINANCE - 3.02%
 2,000  General Electric Capital Corp. 
           (P-1, A-1+) ...........................  5.560   05/08/98   1,932,353
                                                                     -----------
        DIVERSIFIED RECEIVABLES CONDUIT - 7.82%
 2,500  Sheffield Receivables Corp. (P-1, A-1+) ..  5.530   10/06/97   2,498,080
 2,500  Twin Towers Inc. (P-1, A-1+) .............  5.530   10/08/97   2,497,312
                                                                     -----------
                                                                       4,995,392
                                                                     -----------
        SECURITIES DEALERS - 6.98%
 2,000  Goldman Sachs Group L.P. (P-1, A-1+) .....  6.350   10/01/97   2,000,000
 2,500  Merrill Lynch & Co. (P-1+, A-1) ..........  5.550   01/14/98   2,459,531
                                                                     -----------
                                                                       4,459,531
                                                                     -----------
        YANKEE DOLLAR COMMERCIAL PAPER - 5.36%
 2,500  Nordbanken N.A. (P-1, A-1) ...............  5.550   01/08/98   2,461,844
 1,000  Royal Bank of Canada (P-1, A-1+) .........  5.600   05/08/98     965,933
                                                                     -----------
                                                                       3,427,777
                                                                     -----------
        Total Commercial Paper
           (cost - $14,815,053) ..................                    14,815,053
                                                                     -----------

The accompanying notes are an integral part of the financial statements.

                                       2


<PAGE>



                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                            PORTFOLIO OF INVESTMENTS
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)
- --------------------------------------------------------------------------------
PRINCIPAL
 AMOUNT                                      INTEREST       MATURITY    MARKET
(000'S)                                        RATE           DATE       VALUE
- --------------------------------------------------------------------------------
            CORPORATE OBLIGATIONS -- 24.19%
            BANKS - DOMESTIC - 13.95%
$2,000      Bank of America N.A.
              (P-1, A-1+)* .................. 5.710%        10/01/97 $ 1,998,940
 3,000      J.P. Morgan & Co., Inc. 
              (P-1, A-1+) ................... 0.000(DAGGER) 04/01/98   2,915,716
 2,000      Key Bank N.A. (P-1, A-1)* ....... 5.490         10/01/97   1,998,767
 2,000      PNC Bank, N.A. (P-1, A-1)*....... 5.730         10/01/97   1,998,690
                                                                     -----------
                                                                       8,912,113
                                                                     -----------
            BANK - FOREIGN - 3.13%
 2,000      ANZ Banking Group, Ltd.
              (P-1, A-1+)* .................. 5.605         10/01/97   1,999,282
                                                                     -----------
            COMMERCIAL FINANCE - 3.20%
 2,000      Norwest Financial Inc.
              (P-1, A-1+) ................... 8.500         08/15/98   2,042,433
                                                                     -----------
            INVESTMENT STRUCTURE - 3.91%
 2,500      Sigma Finance Corp. 
              (P-1, A-1+)* .................. 5.675         10/27/97   2,500,000
                                                                     -----------
            Total Corporate Obligations
               (cost - $15,453,828) ...                               15,453,828
                                                                     -----------
            REPURCHASE AGREEMENTS -- 24.37%
            SECURITIES DEALERS - 24.37%
 5,575      Goldman Sachs & Co.** ........... 6.200       10/01/97     5,575,000
10,000      Morgan Stanley & Co., 
              Inc.** ........................ 6.250       10/01/97    10,000,000
                                                                     -----------
            Total Repurchase Agreements
               (amortized cost -
               $15,575,000) .................                         15,575,000
                                                                     -----------
            Total Investments -- 99.91%
               (amortized cost -
               $63,844,992***) ..............                         63,844,992

            Other assets in excess of
              liabilities -- 0.09% ..........                             58,761
                                                                     -----------
            Net Assets -- 100.00% ...........                        $63,903,753
                                                                     ===========
- ------------
(DAGGER) Zero Coupon Bond.
*    Variable Rate Obligations -- The rate shown is the rate as of September 30,
     1997 and the maturity  date shown is the date the  principal  amount can be
     recovered upon demand or put.
  ** See notes to financial statements for description of underlying collateral.
***  The cost of investments  for federal  income tax purposes is  substantially
     the same as for financial reporting purposes.


The accompanying notes are an integral part of the financial statements.

                                       3


<PAGE>



                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                       STATEMENT OF ASSETS AND LIABILITIES
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)

ASSETS
   Investments, at amortized cost which approximates market value
     (identified and tax cost - $63,844,992) .................   $63,844,992
   Cash ......................................................         1,760
   Receivable from investment adviser ........................        35,332
   Interest receivable .......................................       341,909
   Deferred organization expenses and other assets ...........        80,912
                                                                 -----------
          Total assets .......................................    64,304,905
                                                                 -----------
LIABILITIES
   Dividends payable .........................................       291,931
   Administration fee payable ................................         2,647
   Custodian fee payable .....................................           493
   Organization expenses payable .............................        34,846
   Accrued expenses ..........................................        71,235
                                                                 -----------
          Total liabilities ..................................       401,152
                                                                 -----------
NET ASSETS
   Capital stock, $0.001 par value (unlimited shares
      of beneficial interest authorized) .....................        63,904
   Paid-in capital ...........................................    63,839,849
                                                                 -----------
          Net assets .........................................   $63,903,753
                                                                 ===========
CLASS Y
   Net assets ................................................   $63,903,753
                                                                 -----------
   Shares of beneficial interest outstanding .................    63,903,753
                                                                 -----------
   Net asset value, offering and redemption 
       price per share .......................................         $1.00
                                                                       =====


The accompanying notes are an integral part of the financial statements.

                                       4


<PAGE>


                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                             STATEMENT OF OPERATIONS
            FOR THE PERIOD JULY 14, 1997* THROUGH SEPTEMBER 30, 1997
                                   (UNAUDITED)

INVESTMENT INCOME
   Interest .........................................................  $711,124
                                                                       --------
EXPENSES                                                               
   Advisory fees ....................................................    24,914
   Legal and auditing fees ..........................................    13,825
   Federal and state registration fees ..............................    12,154
   Reports and notices to shareholders ..............................     9,115
   Administration fees ..............................................     6,207
   Transfer agent fees and expenses .................................     5,194
   Insurance expenses ...............................................     5,165
   Accounting fees ..................................................     3,938
   Amortization of organization expenses ............................     2,415
   Custodian fees and expenses ......................................     1,890
   Trustees' fees and expenses ......................................     1,215
   Other ............................................................     1,930
                                                                       --------
     Total expenses before waivers and reimbursements ...............    87,962
     Less: waivers and reimbursements ...............................   (70,560)
                                                                       --------
     Total expenses after waivers and reimbursements ................    17,402
                                                                       --------
Net investment income ...............................................   693,722
                                                                       --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................  $693,722
                                                                       ========

- ----------
* Commencement of investment operations.

The accompanying notes are an integral part of the financial statements.

                                       5


<PAGE>



                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                       STATEMENT OF CHANGES IN NET ASSETS

                                                             FOR THE PERIOD
                                                         JULY 14, 1997* THROUGH
                                                           SEPTEMBER 30, 1997
                                                               (UNAUDITED)
                                                         ----------------------
INCREASE IN NET ASSETS FROM
   OPERATIONS
     Net investment income ...............................     $   693,722
                                                               -----------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
   Net investment income .................................        (693,722)
                                                               -----------
SHARES OF BENEFICIAL INTEREST**
   Net proceeds from the sale of shares ..................      72,902,623
   Cost of shares repurchased ............................      (9,400,663)
   Shares issued in reinvestment of dividends ............         401,792
                                                               -----------
   Net increase in net assets derived from shares of
     beneficial interest transactions ....................      63,903,752
                                                               -----------
   Total increase in net assets ..........................      63,903,752
NET ASSETS
   Beginning of period ...................................               1
                                                               -----------
   End of period .........................................     $63,903,753
                                                               ===========

- ---------
*  Commencement of investment operations.
** Share transactions at net asset value of $1.00 per share.

The accompanying notes are an integral part of the financial statements.

                                       6


<PAGE>


                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Contained  below  is  per  share  operating  performance  data  for  each  share
outstanding,  total  investment  return,  ratios to average net assets and other
supplemental  data  for the  period.  This  information  has been  derived  from
information provided in the financial statements.
- --------------------------------------------------------------------------------


                                                               FOR THE PERIOD
                                                          JULY 14, 1997* THROUGH
                                                            SEPTEMBER 30, 1997
                                                                (UNAUDITED)
                                                          ----------------------
                                                                CLASS Y
                                                          ----------------------
PER SHARE OPERATING PERFORMANCE
   Net asset value, beginning of period .....................    $ 1.00
                                                                 ------
   Net investment income(1) .................................    0.0121
                                                                 ------
   Net increase in net assets resulting from operations .....    0.0121
                                                                 ------
   Dividends to shareholders from
     Net investment income ..................................   (0.0121)
                                                                 ------
   Net asset value, end of period ...........................    $ 1.00
                                                                 ======
   Total investment return(2)(3) ............................      5.72%
                                                                 ======

RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period (000's omitted). ...............   $63,904
   Ratio of expenses to average net assets(1)(3)(4) .........      0.14%
   Ratio of net investment income to average 
      net assets(1)(3) ......................................      5.57%
   Decrease reflected in above expense ratios and 
      net investment income due to waivers and
      reimbursements(3). ....................................      0.57%

- -------------
  *  Commencement of investment operations.
(1)  Reflects waivers and reimbursements.
(2)  Total investment return is calculated  assuming a purchase of shares on the
     first day and a sale of shares on the last day of each period  reported and
     includes reinvestment of dividends and distributions.
(3)  Annualized.
(4)  Without the waiver of advisory fee and  reimbursement of certain  operating
     expenses,  the ratio of  expenses  to average  net  assets for Prime  Money
     Market  Portfolio would have been 0.71%  annualized for the period July 14,
     1997 through September 30, 1997.

The accompanying notes are an integral part of the financial statements.

                                       7


<PAGE>


                             THE BEAR STEARNS FUNDS

                          Prime Money Market Portfolio
                  NOTES TO FINANCIAL STATEMENTS -- (UNAUDITED)


ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Bear Stearns  Funds (the "Fund") was organized as a  Massachusetts  business
trust on September 29, 1994 and is registered  with the  Securities and Exchange
Commission  (the  "Commission")  under the  Investment  Company Act of 1940,  as
amended (the  "Investment  Company Act"), as an open-end  management  investment
company.  The Fund  consists  of seven  separate  portfolios:  four  diversified
portfolios,  Large Cap Value Portfolio,  Small Cap Value Portfolio, Total Return
Bond Portfolio,  and Prime Money Market Portfolio (the  "Portfolio"),  and three
non-diversified  portfolios,  The Insiders  Select Fund, S&P STARS Portfolio and
Focus List Portfolio. Each portfolio is treated as a separate entity for certain
matters  under  the  Investment  Company  Act,  and for  other  purposes,  and a
shareholder  of one  portfolio  is not deemed to be a  shareholder  of any other
portfolio.  As of the date hereof, each portfolio (except the Prime Money Market
Portfolio  which  only  offers  shares  designated  as  class Y and  Focus  List
Portfolio  which has not yet commenced the public offering of its shares) offers
three classes of shares, which have been designated as class A, C, and Y shares.

ORGANIZATIONAL  MATTERS -- Prior to commencing investment operations on July 14,
1997, the Portfolio did not have any  transactions  other than those relating to
organizational  matters and the sale of one class Y share to Bear, Stearns & Co.
Inc.,  ("Bear  Stearns"  or the  "Distributor").  Costs of  $56,500  which  were
incurred by the Portfolio in connection with the organization, registration with
the Commission and initial public offering of its shares, have been deferred and
are being  amortized using the  straight-line  method over the period of benefit
not  exceeding  sixty  months,  beginning  with the  commencement  of investment
operations of the Portfolio. In the event that the Distributor or any transferee
of the Distributor  redeems any of its original shares in the Portfolio prior to
the end of the sixty month  period,  the proceeds of the  redemption  payable in
respect of such  shares  shall be  reduced  by the pro rata share  (based on the
proportionate  share of the  original  shares  redeemed  to the total  number of
original  shares  outstanding at the time of the  redemption) of the unamortized
deferred organization  expenses as of the date of such redemption.  In the event
that the portfolio is liquidated prior to the end of the sixty month period, the
Distributor  or the  transferee of the  Distributor  shall bear the  unamortized
deferred organization expenses.

PORTFOLIO VALUATION -- Portfolio  securities are valued under the amortized cost
method, which approximates  current market value. Under this method,  securities
are  valued at cost when  purchased  and  thereafter  a  constant  proportionate
amortization  of any  discount  or premium is  recorded  until  maturity  of the
security.  Regular  review and  monitoring of the valuations are performed in an
attempt to avoid dilution or other unfair results to shareholders. The Portfolio
seeks to  maintain a net asset  value of $1.00 per share,  although  there is no
assurance that it will be able to do so on a continuing basis.

INVESTMENT  TRANSACTIONS  AND INVESTMENT  INCOME -- Investment  transactions are
recorded  on the  trade  date  (the  date on which  the  order to buy or sell is
executed). Realized gains and losses are calculated on the identified cost basis
for both  financial  reporting  and income  tax  purposes.  Interest  income and
expenses are recorded on the accrual basis.

U.S. FEDERAL TAX STATUS -- The Portfolio intends to distribute substantially all
of its taxable income and to comply with the other  requirements of the Internal
Revenue Code of 1986, as amended,  applicable to regulated investment companies.
Accordingly,  no  provision  for  U.S.  federal  income  taxes is  required.  In
addition,  by distributing  during each calendar year  substantially  all of its
ordinary  income and capital  gains,  if any,  the  Portfolio  intends not to be
subject to a U.S. federal excise tax.


                                       8


<PAGE>



DIVIDENDS AND DISTRIBUTIONS -- Dividends from net investment income are declared
daily and paid monthly.  Any net realized capital gains are distributed at least
annually.  Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally  accepted
accounting principles.

REPURCHASE  AGREEMENTS -- The Portfolio may purchase  securities  from financial
institutions subject to the seller's agreement to repurchase and the Portfolio's
agreement to resell the  securities at par. The  investment  adviser only enters
into repurchase agreements with financial  institutions that are primary dealers
and deemed to be  creditworthy  by the  investment  adviser in  accordance  with
procedures  adopted by the Board of Trustees.  Securities  purchased  subject to
repurchase  agreements are maintained with a custodian of the Portfolio and must
have,  at all times,  an  aggregate  market  value  greater than or equal to the
repurchase  price  plus  accrued  interest.  If  the  value  of  the  underlying
securities  falls below 102% of the value of the  repurchase  price plus accrued
interest, the Portfolio will require the seller to deposit additional collateral
by the next  Portfolio  business  day.  In the event that the  seller  under the
agreement  defaults on its repurchase  obligation or fails to deposit sufficient
collateral, the Portfolio has the contractual right, subject to the requirements
of applicable  bankruptcy and insolvency laws, to sell the underlying securities
and may claim any resulting loss from the seller.

MANAGEMENT  ESTIMATES -- The  preparation of financial  statements in accordance
with  generally  accepted  accounting  principles  requires  management  to make
certain  estimates  and  assumptions  that may affect the  reported  amounts and
disclosures in the financial statements.  Actual results could differ from those
estimates.


TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

During the period ended September 30, 1997,  Bear Stearns Funds  Management Inc.
("BSFM"  or the  "Adviser"),  a  wholly-owned  subsidiary  of The  Bear  Stearns
Companies  Inc.,  serves as the  investment  adviser  pursuant to an  Investment
Advisory  Agreement with the Portfolio.  The Adviser is entitled to receive from
the Portfolio a monthly fee equal to an annual rate of 0.20% of the  Portfolio's
average daily net assets.

During the period ended September 30, 1997, BSFM (or the "Administrator") served
as administrator to the Portfolio pursuant to an Administration  Agreement.  The
Administrator  is entitled to receive from the  Portfolio a monthly fee equal to
0.05% of the  Portfolio's  average  daily  net  assets.  Under  the  terms of an
Administrative Services Agreement with the Portfolio, PFPC Inc. provides certain
administrative  services to the Portfolio.  For providing these  services,  PFPC
Inc. is entitled to receive from the  Portfolio a monthly fee equal to an annual
rate of 0.075% of the  Portfolio's  average daily net assets up to $150 million,
0.04% of the next $150  million,  0.02% of the next $300  million and 0.0125% of
net assets above $600  million,  subject to a minimum  monthly fee of $6,250 for
the  Portfolio.  During the period  ended  September  30,  1997,  PFPC Inc.  has
voluntarily waived a portion of its fee.

During  the period  ended  September  30,  1997,  the  adviser  has  voluntarily
undertaken to limit the Portfolio's  operating expenses  (exclusive of brokerage
commissions, taxes, interest, and extraordinary items) to a maximum annual level
of no more  than  0.20% of its  average  daily net  assets.  The  effective  net
operating  expense  ratio for the  period was 0.14% of the  Portfolio's  average
daily net assets  (annualized).  As  necessary,  this  limitation is effected by
waivers by the  Adviser of its  advisory  fees and  reimbursements  of  expenses
exceeding the advisory fee. For the period ended September 30, 1997, the Adviser
waived advisory fees of $24,914. In addition, the Adviser reimbursed $45,646, in
order to maintain the voluntary expense limitation.

Custodial Trust Company, a wholly-owned subsidiary of The Bear Stearns Companies
Inc. and an affiliate of the Adviser and the Administrator,  serves as custodian
to the Portfolio.


                                       9


<PAGE>



SHARES OF BENEFICIAL INTEREST

The Portfolio currently offers class Y shares.  There is no sales charge or CDSC
on class Y shares, which are offered primarily to institutional investors.

At September  30, 1997 there was an unlimited  amount of $0.001 par value shares
of beneficial interest authorized for the Portfolio, of which Bear Stearns owned
50,374,856  of  class  Y  shares  (including  374,855  shares  acquired  through
dividends reinvested).


COLLATERAL FOR REPURCHASE AGREEMENTS

Listed below is the collateral  associated  with the  repurchase  agreement with
Goldman, Sachs & Co. outstanding at September 30, 1997.
<TABLE>
<CAPTION>

                          PRINCIPAL                 INTEREST    MARKET     ACCRUED      TOTAL
ISSUER                  AMOUNT (000'S)   MATURITY     RATE       VALUE    INTEREST      VALUE
- ------                  --------------   --------   --------  ----------  --------   ----------
<S>                         <C>          <C>         <C>      <C>          <C>       <C>       
U.S. Treasury Notes ....    $6,500       08/31/99    5.875%   $6,508,125   $29,537   $6,537,662
                                                  
</TABLE>
Listed below is the collateral  associated  with the  repurchase  agreement with
Morgan Stanley & Co., Inc. outstanding at September 30, 1997.

<TABLE>
<CAPTION>

                                                   EFFECTIVE              
                          PRINCIPAL                  YIELD      MARKET     ACCRUED      TOTAL
ISSUER                  AMOUNT (000'S)   MATURITY     RATE       VALUE    INTEREST      VALUE
- ------                  --------------   --------  ---------  ----------  --------   ----------
<S>                         <C>          <C>         <C>      <C>          <C>       <C>       
Federal National Mortgage
   Association I/O .....    $27,160      02/01/31    6.114%   $10,246,306  $50,846   $10,297,151
<FN>
- -------------
  * Commencement of investment operations.
I/O Interest-Only, Zero Coupon.
</FN>
</TABLE>

CREDIT AGREEMENT

The Fund (on behalf of Prime Money Market  Portfolio)  has entered into a credit
agreement  with The First  National Bank of Boston.  Small Cap Value  Portfolio,
Large Cap Value Portfolio, The Insiders Select Fund, S&P STARS Portfolio,  Total
Return Bond Portfolio,  Focus List Portfolio and Bear Stearns  Investment  Trust
(the "Trust"),  which  consists of the Emerging  Markets Debt Portfolio are also
parties to the credit agreement.  The agreement  provides that each party to the
credit  agreement is permitted to borrow in an amount equal to the lesser of $25
million or 25% of the net assets of a Portfolio.  At no time shall the aggregate
outstanding  principal  amount of all loans to any of the Portfolios  exceed $25
million.  Each  Portfolio as a  fundamental  policy is permitted to borrow in an
amount  up to  331/3% of the value of such  Portfolio's  assets.  However,  each
Portfolio currently intends to borrow money only for temporary or emergency (not
leveraging)  purposes in an amount up to 15% (10% for the Emerging  Markets Debt
Portfolio)  of its net  assets.  The line of credit  will bear  interest  at the
greater of: (i) the annual rate of interest announced from time to time from the
bank at its head office as its Base Rate,  or (ii) the Federal  Funds  Effective
Rate plus  0.50%,  or at the  borrower's  option,  the rate  quoted by The First
National Bank of Boston.

Each loan is payable on demand or upon  termination of this credit agreement or,
for money  market  loans,  on the last day of the  interest  period  and, in any
event, not later than 14 days from the date the loan was advanced. The Portfolio
had no amounts  outstanding under the line of credit agreement during the period
ended September 30, 1997.



                                       10


<PAGE>



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<PAGE>



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<PAGE>


  BEAR
  STEARNS
  [LOGO OMITTED]

  The
Bear Stearns
  Funds

245 PARK AVENUE
NEW YORK, NY 10167
1.800.766.4111

Michael Minikes               Chairman of the Board
Robert S. Reitzes             President
Peter B. Fox                  Executive Vice President
William J. Montgoris          Executive Vice President
Peter M. Bren                 Trustee
Alan J. Dixon                 Trustee
John R. McKernan, Jr.         Trustee
M.B. Oglesby, Jr.             Trustee
Stephen A. Bornstein          Vice President
Donalda L. Fordyce            Vice President
Frank J. Maresca              Vice President and Treasurer
Ellen T. Arthur               Secretary
Vincent L. Pereira            Assistant Treasurer
Christina P. La Mastro        Assistant Secretary

INVESTMENT ADVISER            DISTRIBUTOR
AND ADMINISTRATOR             Bear, Stearns & Co. Inc.
Bear Stearns Funds            245 Park Avenue
Management Inc.               New York, NY 10167
245 Park Avenue
New York,  NY 10167           TRANSFER AND DIVIDEND
                              DISBURSEMENT AGENT
CUSTODIAN                     PFPC Inc
Custodial Trust Company       Bellevue Corporate Center
101 Carnegie Center           400 Bellevue Parkway
Princeton, NJ 08540           Wilmington, DE 19808

COUNSEL                       INDEPENDENT AUDITORS
Kramer, Levin,                Deloitte & Touche LLP
Naftalis & Frankel            Two World Financial Center
919 Third Avenue              New York, NY 10281
New York, NY 10022            
                         
                              
                              .
                              
                              
                              
                              
                 
                  


The  financial  information  included  herein is taken  from the  records of the
Portfolio  without  examination  by  independent  auditors who do not express an
opinion  thereon.  

This report is submitted for the general  information of the shareholders of the
Portfolio. It is not authorized for distribution to prospective investors in the
Portfolio  unless it is preceded or  accompanied by a current  prospectus  which
includes  details  regarding the  Portfolio's  objectives,  policies,  and other
information.  Total investment return is based on historical  results and is not
intended to indicate  future  performance.  The investment  return and principal
value of an investment in the Portfolio  will  fluctuate,  so that an investor's
shares, when redeemed, may be worth more or less than original cost.

Prime Money  Market  Portfolio  is neither  insured nor  guaranteed  by the U.S.
Government,  and there can be no assurance that the Prime Money Market Portfolio
will be able to maintain a stable net asset value of $1.00 per share.

                                                                    BSF-R-017-01



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