May 27, 1997
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,
Kathy Thren
Legal Counsel
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: 3/31/97
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: N/A
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: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 8,585,343
Sale Price: $139,140,841
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 8,585,343
Sale Price: $139,140,841
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 743,748
Sale Price: $11,416,897
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): $ 139,140,841
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 11,416,897
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 98,435,897
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(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): $ 52,121,841
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: \ 3300
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 15,794.50
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 23, 1997
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 27, 1997
Kramer, Levin, Naftalis & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
______
WRITER'S DIRECT NUMBER
(212) 715-9100
May 22, 1997
The Bear Stearns Funds
245 Park Avenue
New York, New York 10167
Re: The Bear Stearns Funds
Large Cap Value Portfolio
Small Cap Value Portfolio
Total Return Bond Portfolio
The Insiders Select Fund
S&P STARS Portfolio
Registration No. 33-84842; ICA No. 811-8798
Gentlemen:
We have acted as counsel to The Bear Stearns Funds (the "Fund"), a
business trust organized under the laws of the Commonwealth of Massachusetts
pursuant to an Agreement and Declaration of Trust dated September 29, 1994
that commenced operations on or about April 3, 1995 and currently consists
of five series, in connection with the public offering of the Fund's shares
of beneficial interest, par value $.001 per share (the "Shares"), and on
various other securities and general matters. We understand that, pursuant
to Rule 24f-2 under the Investment Company Act of 1940, the Fund has
registered an indefinite number of Shares under the Securities Act of 1933.
We further understand that, pursuant to the provisions of Rule 24f-2, the
Fund is filing with the Securities and Exchange Commission the Notice
attached hereto making definite the registration of Shares of the Large Cap
Value Portfolio, Small Cap Value Portfolio, Total Return Bond Portfolio, The
Insiders Select Fund and S&P STARS Portfolio (collectively, the "Portfolios")
sold in reliance upon Rule 24f-2 during the period ended March 31, 1997,
such Shares having been reduced by the aggregate sales price of the Shares
redeemed during the period ended March 31, 1997.
We have reviewed, insofar as they relate or pertain to each of the
Portfolios, the Fund's Registration Statement on Form N-1A filed with the
Securities and Exchange Commission under the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, pursuant to which Shares were
sold (the "Registration Statement"). We have also examined originals or
copies certified or otherwise identified to our satisfaction of such
documents, records and other instruments we have deemed necessary or
appropriate for the purposes of this opinion. For purposes of such
examination, we have assumed the genuineness of all signatures and original
documents and the conformity to the original documents of all copies
submitted.
We are members only of the New York bar and do not purport to be experts on
the laws of any other state. Our opinion herein as to Massachusetts law is
based upon a limited inquiry thereof which we have deemed appropriate under
the circumstances.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and, assuming that the Shares have been issued
and sold in accordance with the Fund's Agreement and Declaration of Trust
and Registration Statement, the Shares which the Rule 24f-2 Notice attached
hereto makes definite in number were legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice attached
hereto.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
Kramer, Levin, Naftalis & Frankel
