As filed via EDGAR with the Securities and Exchange Commission on January 14,
1998
Registration Nos. 33-84842
ICA No. 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. 19 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 19 [X]
(Check appropriate box or boxes)
THE BEAR STEARNS FUNDS
(Exact Name of Registrant as Specified in Charter)
575 Lexington Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 272-2000
copy to:
Ellen Arthur, Esq. Jay G. Baris, Esq.
Bear, Stearns & Co. Inc. Kramer, Levin, Naftalis & Frankel
575 Lexington Avenue 919 Third Avenue
New York, New York 10022 New York, New York 10022
(Name and Address of Agent for Service)
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)(1)
_____ on (date) pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on (date) pursuant to paragraph (a)(2) 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.
<PAGE>
THE BEAR STEARNS FUNDS
PRIME MONEY MARKET PORTFOLIO
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933
N-1A Item No. Location
- ------------- --------
Part A Prospectus Caption
- ------ ------------------
The Registrant has filed the information required in the prospectus of the Prime
Money Market Portfolio in the definitive filing of the prospectus pursuant to
Rule 497(c) of the Securities Act of 1933 on July 18, 1997, (accession number
00009224223-97-000602) and was further supplemented by a sticker dated December
12, 1997 (filed December 11, 1997, accession number 0000922423-97-001008) and
such prospectus is hereby incorporated by reference. The Registrant has amended
the Prime Money Market Portfolio prospectus for the purpose of updating the
cover page and financial highlights of the Prime Money Market Portfolio.
Item 1. Cover Page Cover Page
Item 2. Synopsis Fee Table
Item 3. Condensed Financial Information Condensed Financial
Information
Item 4. General Description of Description of the
Registrant Fund; General
Information; Appendix
Item 5. Management of the Fund Management of the Fund
Item 5A. Management's Discussion of Performance Information
Fund's Performance
Item 6. Capital Stock and Other Not Applicable
Securities
Item 7. Purchase of Securities Being Alternative Purchase
Offered Methods; How to Buy
Shares
Item 8. Redemption or Repurchase How to Redeem Shares
Item 9. Pending Legal Proceedings Not Applicable
-ii-
<PAGE>
Statement of Additional
Part B Information Caption
- ------ -------------------
The Registrant has filed the information required in the statement of additional
information in the definitive filing of the Statement of Additional Information
pursuant to Rule 497(c) of the Securities Act of 1933 on July 18, 1997
(accession number 00009224223-97-000602) and such Statement of Additional
Information is hereby incorporated by reference.
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Information About the
Fund
Item 13. Investment Objectives and Investment Objective
Policies and Management
Policies; Appendix
Item 14. Management of the Fund Management of the Fund
Item 15. Control Persons and Principal Information About the
Holders of Securities Fund
Item 16. Investment Advisory and Other Management
Services Arrangements;
Custodian, Transfer and
Dividend Disbursing
Agent, Counsel and
Independent Auditors
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Not Applicable
Securities
Item 19. Purchase, Redemption and Pricing Management of the Fund;
of Securities Purchase and Redemption
of Shares; Determi-
nation of Net Asset
Value
Item 20. Tax Status Dividends,
Distributions and Taxes
Item 21. Underwriters Cover Page
Item 22. Calculation of Performance Data Performance Information
Item 23. Financial Statements Financial Statements
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.
-iii-
<PAGE>
THE BEAR STEARNS FUNDS
PRIME MONEY MARKET PORTFOLIO
Supplement Dated January 14, 1998
to the Prospectus Dated June 2, 1997, as Previously Supplemented
The Bear Stearns Prime Money Market Portfolio Prospectus is supplemented as
follows:
THE DATE OF THE PROSPECTUS IS JANUARY 14, 1998
The following replaces the third and fourth paragraphs on page 1 of the
Prospectus in their entirety:
"BEAR STEARNS ASSET MANAGEMENT INC. ("BSAM" or the "Adviser"), a
wholly owned subsidiary of The Bear Stearns Companies, Inc., serves as
the Portfolio's investment adviser. As of December 3, 1997, Bear
Stearns Funds Management Inc., the registered investment adviser of
the Portfolio has changed its name to Bear Stearns Asset Management
Inc.
BEAR STEARNS FUNDS MANAGEMENT INC. ("BSFM"), a wholly owned
subsidiary of The Bear Stearns Companies, Inc., is the administrator
of the Portfolio. As of December 4, 1997, Bear Stearns Funds
Management Inc. formed a new corporate entity under the laws of
Delaware to conduct mutual fund administrative work for The Bear
Stearns Funds and other affiliated and non-affiliated investment
companies.
BEAR STEARNS & CO. INC. ("Bear Stearns"), an affiliate of BSAM,
serves as the Portfolio's distributor."
The following replaces the sixth paragraph on page 1 of the Prospectus in its
entirety:
"Part B (also known as the Statement of Additional Information), dated
January 14, 1998, which may be revised from time to time, provides a
further discussion of certain areas in this Prospectus and other
matters which may be of interest to some investors."
<PAGE>
The following table is added to the Prospectus after page 3 immediately
following the section titled "Background and Expense Information."
FINANCIAL HIGHLIGHTS
PRIME MONEY MARKET PORTFOLIO
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.
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 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 distributors.
(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. The
Financial Highlights are not audited. This information should be read in
conjunction with the Prime Money Market Portfolio's financial statements, which
are incorporated by reference in the Statement of Additional Information.
Please insert this Supplement in the front of your Prospectus. If you would like
to obtain more information, please call Bear Stearns at 800-766-4111.
<PAGE>
THE BEAR STEARNS FUNDS
PRIME MONEY MARKET PORTFOLIO
Supplement Dated January 14, 1998
to the Statement of Additional Information
Dated June 2, 1997, as Previously Supplemented
The Bear Stearns Prime Money Market Portfolio Statement of Additional
Information is supplemented as follows:
THE DATE OF THE STATEMENT OF ADDITIONAL INFORMATION IS JANUARY 14, 1998
The following replaces the second and third paragraphs on page 1 of the
Statement of Additional Information in their entirety:
"Bear Stearns Asset Management Inc. ("BSAM" or the "Adviser"), a
wholly-owned subsidiary of The Bear Stearns Companies Inc., serves as
the Portfolio's investment adviser. As of December 3, 1997, Bear
Stearns Funds Management Inc., the registered investment adviser of
the Portfolio has changed its name to Bear Stearns Asset Management
Inc.
Bear Stearns Funds Management Inc. ("BSFM"), a wholly-owned
subsidiary of The Bear Stearns Companies Inc., is the administrator of
the Portfolio. As of December 4, 1997, Bear Stearns Funds Management
Inc. formed a new corporate entity under the laws of Delaware to
conduct mutual fund administrative work for The Bear Stearns Funds and
other affiliated and non-affiliated investment companies.
Bear Stearns, an affiliate of BSAM, serves as distributor of the
Portfolio's shares."
With respect to the section entitled, "MANAGEMENT OF THE FUND," Eileen M. Coyle,
listed as Assistant Secretary on page 13 of the Statement of Additional
Information has been replaced in its entirety by:
"Christina LaMastro (27) Assistant Secretary Legal Assistant of Bear
575 Lexington Avenue Stearns since May 1997;
New York, NY 10022 Assistant Secretary of
Assistant Secretary BSAM since December
1997; Compliance
Assistant at Reich &
Tang L.P. from April
1996 through April 1997;
Legal Assistant at
Fulbright & Jaworski
L.P. from April 1993
through April 1996;
student at Drexel
University prior
thereto."
<PAGE>
The following language is added after the last paragraph of the section entitled
"INFORMATION ABOUT THE FUND" on page 20 of the Statement of Additional
Information:
"As of January 8, 1998 the following shareholders owned, directly or
indirectly, 5% or more of the indicated class of the Portfolio's
outstanding shares.
Percent of Class Y
Name and Address Shares Outstanding
- ----------------- ------------------
Bear Stearns Securities Corp. 47.5%
FBO 001-00269-20
1 Metrotech Center North
Brooklyn, New York 11201-3859
Custodial Trust Company 12.4%
FBO Bear Stearns Pension Plan
CTC Carnegie Center
Princeton, New Jersey 08540
Bear Stearns Securities Corp. 10.3%
FBO 925-97218-10
1 Metrotech Center North
Brooklyn, New York 11201-3859
Bear Stearns Securities Corp. 6.5%
FBO 025-07745-01
1 Metrotech Center North
Brooklyn, New York 11201-3859
Bear Stearns Securities Corp. 5.3%
FBO 520-55776-11
1 Metrotech Center North
Brooklyn, New York 11201-3859
A shareholder who beneficially owns, directly or indirectly, more than
25% of a Portfolio's voting securities may be deemed a "control person"
(as defined in the 1940 Act) of the Portfolio."
<PAGE>
The following is added after the last paragraph of the section entitled
"CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL AND INDEPENDENT
AUDITORS" on page 21 creating a new section entitled "FINANCIAL STATEMENTS" in
the Statement of Additional Information:
FINANCIAL STATEMENTS
"The Portfolio's Semi-Annual Report to Shareholders for the period ended
September 30, 1997 is a separate document supplied with this Statement of
Additional Information, and the financial statements and accompanying
notes appearing therein are incorporated by reference into this Statement
of Additional Information."
Please keep this Supplement with your Statement of Additional Information. If
you would like to obtain more information, please call Bear Stearns at
800-766-4111.
<PAGE>
THE BEAR STEARNS FUNDS
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A (Prospectus):
(1) Financial Highlights for the period ended
September 30, 1997 for the Prime Money Market
Portfolio (unaudited).
Part B (Statement of Additional Information):
With respect to the Bear Stearns Prime Money Market
Portfolio, included in the Semi-Annual Report to
Shareholders, and incorporated herein by reference in the
Statement of Additional Information from the Rule 30-D
filing made by the Registrant on November 26, 1997,
accession number 0000935069-97-000201.
(1) Statements of Assets and Liabilities for the period
ended September 30, 1997 (unaudited).
(2) Statements of Operations for the period ended
September 30, 1997 (unaudited).
(3) Statements of Changes in Net Assets for the period
ended September 30, 1997 (unaudited).
(4) Notes to Financial Statements dated September 30,
1997 (unaudited).
(b) Exhibits:
EX-99.B1(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 electronically on
November 9, 1995, accession number
0000950130-95- 002359.
EX-99.B1(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
electronically on November 9, 1995,
accession number 0000950130-95-002359.
C-1
<PAGE>
EX-99.B2 By-Laws are incorporated by reference
to Exhibit (2) of Post-Effective
Amendment No. 7 to the Registration
Statement on Form N-1A filed
electronically on November 9, 1995,
accession number 0000950130-95-002359.
EX-99.B3 None.
EX-99.B4 None.
EX-99.B5(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 electronically on
November 9, 1995, accession number
0000950130-95-002359.
EX-99.B5(b) Investment Advisory Agreement between
the Registrant and BSFM, with respect
to Prime Money Market Portfolio, is
incorporated by reference to Exhibit
(5)(b) of Post-Effective Amendment No.
13 to the Registration Statement on
Form N- 1A filed electronically on
July 29, 1997, accession number
0000922423-97-000633.
EX-99.B5(c) Form of Investment Advisory Agreement
between the Registrant and BSFM, with
respect to Balanced Portfolio, High
Yield Total Return Portfolio and
International Equity Portfolio is
incorporated by reference to Exhibit
(5)(c) of Post- Effective Amendment
No. 15 to the Registration Statement
on Form N-1A filed electronically on
October 1, 1997, accession number
0000922423-97-000815.
EX-99.B5(d) 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 electronically on November 9,
1995, accession number 0000950130-95-
002359.
EX-99.B5(e) 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
C-2
<PAGE>
electronically on November 9, 1995,
accession number 0000950130-95-002359.
EX-99.B6(a) Form of Distribution Agreement between
the Registrant and Bear, Stearns & Co.
Inc. is incorporated by reference to
Exhibit (6)(a) of Post-Effective
Amendment No. 15 to the Registration
Statement on Form N-1A filed
electronically on October 1, 1997,
accession number 0000922423-97-000815.
EX-99.B6(b) Form of Dealer Agreement is
incorporated by reference to Exhibit
(6)(b) of Post- Effective Amendment
No. 9 to the Registration Statement on
Form N-1A filed electronically on June
20, 1996, accession number
0000899681-96-000180.
EX-99.B7 None.
EX-99.B8 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
electronically on November 9, 1995,
accession number 0000950130-95-002359.
EX-99.B9 None.
EX-99.B10 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 electronically on November 9,
1995, accession number 0000950130-95-
002359.
EX-99.B11(a) Consent of Kramer, Levin, Naftalis &
Frankel is filed herewith.
EX-99.B11(b) Consent of Deloitte & Touche LLP is
filed herewith.
EX-99.B12 None.
EX-99.B13 None.
EX-99.B14 None.
EX-99.B15(a) Form of Distribution and Shareholder
Servicing Plan is incorporated by
reference to Exhibit (15)(a) of Post-
Effective Amendment No. 15 to the
C-3
<PAGE>
Registration Statement on Form N-1A
filed electronically on October 1,
1997, accession number 0000922423-97-
000815.
EX-99.B15(b) Form of Distribution Plan is
incorporated by reference to Exhibit
(15)(b) of Post-Effective Amendment
No. 15 to the Registration Statement
on Form N-1A filed electronically on
October 1, 1997, accession number
0000922423-97- 000815.
EX-99.B16(a) 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 electronically on November
9, 1995, accession number
0000950130-95-002359.
EX-99.B16(b) Schedule of Computation of Performance
Data for the Prime Money Market is
filed herewith.
EX-99.B17 Financial Data Schedule for the period
ended September 30, 1997, with respect
to the Prime Money Market Portfolio is
filed herewith as Exhibit 27.
EX-99.B18 Rule 18f-3 Plan, as revised is
incorporated by reference to Exhibit
18 of Post-Effective Amendment No. 15
to the Registration Statement on Form
N-1A filed electronically on October
1, 1997, accession number 0000922423-
97-000815.
Other Exhibits:
EX-99.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
electronically on November 9, 1995,
accession number 0000950130-95-002359.
EX-99.B Power of Attorney of Michael Minikes
is incorporated by reference to Other
Exhibit (b) of Post-Effective
Amendment No. 15 to the Registration
Statement on Form N-1A filed
electronically on October 1, 1997,
accession number 0000922423-97-
000815. Powers of attorney are
C-4
<PAGE>
incorporated by reference to Other
Exhibit (b) of Post-Effective
Amendment No. 7 to the Registration
Statement on Form N-1A filed
electronically on November 9, 1995,
accession number 0000950130-95-002359
and to Other Exhibit (b) of
Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A
filed electronically on April 12,
1996, accession number 0000950130-96-
001230.
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
Holders as of
Title of Class January 8, 1998
-------------- ----------------
S&P STARS Portfolio--Class A 5,147
S&P STARS Portfolio--Class B 4
S&P STARS Portfolio--Class C 3,177
S&P STARS Portfolio--Class Y 544
Large Cap Value Portfolio--Class A 206
Large Cap Value Portfolio--Class B 0
Large Cap Value Portfolio--Class C 213
Large Cap Value Portfolio--Class Y 133
Small Cap Value Portfolio--Class A 996
Small Cap Value Portfolio--Class B 0
Small Cap Value Portfolio--Class C 882
Small Cap Value Portfolio--Class Y 350
Total Return Bond Portfolio--Class A 101
Total Return Bond Portfolio--Class B 0
Total Return Bond Portfolio--Class C 80
Total Return Bond Portfolio--Class Y 48
The Insiders Select Fund--Class A 1,408
The Insiders Select Fund--Class B 0
The Insiders Select Fund--Class C 640
The Insiders Select Fund--Class Y 111
Focus List Portfolio--Class A 7
Focus List Portfolio--Class B 1
Focus List Portfolio--Class C 9
Focus List Portfolio--Class Y 0
Prime Money Market Portfolio--Class Y 14
The Balanced Portfolio--Class A 3
The Balanced Portfolio--Class B 1
C-5
<PAGE>
The Balanced Portfolio--Class C 1
The Balanced Portfolio--Class Y 0
The High Yield Total Return Portfolio--Class A 47
The High Yield Total Return Portfolio--Class B 2
The High Yield Total Return Portfolio--Class C 1
The High Yield Total Return Portfolio--Class Y 0
The International Equity Portfolio--Class A 3
The International Equity Portfolio--Class B 1
The International Equity Portfolio--Class C 1
The International Equity Portfolio--Class Y 0
Item 27. Indemnification
---------------
Reference is made to Article VIII of the Registrant's Declaration of
Trust (filed as Exhibit 1(a) to Registrant's Post- Effective Amendment No. 7
filed electronically on November 9, 1995, accession number 0000950130-95-002359
and incorporated herein by reference). The application of these provisions is
limited by Article 10 of the Registrant's By-Laws (filed as Exhibit 2 to
Registrant's Post-Effective Amendment No. 7 filed electronically on November 9,
1995, accession number 0000950130-95-002359 and incorporated herein by
reference) 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, 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.
C-6
<PAGE>
Reference also is made to the Distribution Agreement previously filed
as Exhibit 6(a) to Registrant's Post-Effective Amendment No. 7 filed
electronically on November 9, 1995, accession number 0000950130-95-002359 and
incorporated herein by reference.
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 29. Principal Underwriters
----------------------
(a) Bear, Stearns & Co. Inc. ("Bear Stearns") acts as
principal underwriter or depositor for the following investment
companies:
o Bear Stearns Investment Trust -- Emerging Markets Debt
Portfolio
o Managed Income Securities Plus Fund, Inc.
(b) Set forth below is a list of each executive officer and
director of Bear Stearns. All Directors and Executive Officers are also Senior
Managing Directors. 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
James E. Cayne
Alan C. Greenberg Chairman of the Board
John L. Knight
Mark E. Lehman
Alan D. Schwartz
Warren J. Spector
John H. Slade Director Emeritus
C-7
<PAGE>
Positions and Positions and
Offices with Offices with
Name Bear Stearns Registrant
- ---- ------------ ----------
Executive Officers
Alan C. Greenberg Chairman of the Board
James E. Cayne Chief Executive
Officer/President
William J. Montgoris Chief Operating Executive Vice
Officer President
Mark E. Lehman Executive Vice President/
General Counsel/Chief Legal
Officer
Alan D. Schwartz Executive Vice
President
Warren J. Spector Executive Vice
President
Kenneth L. Edlow Secretary
Michael Minikes Treasurer Trustee
Michael J. Abatemarco1 Controller/Assistant
Secretary
Samuel L. Molinaro, Jr. Chief Financial Officer/
Senior Vice President -
Finance
Frederick B. Casey Assistant Treasurer
- ---------------
1 Michael J. Abatemarco's principal business address is 1 Metrotech
Center North, Brooklyn, New York 11201-3859.
Item 30. Location of Accounts and Records
--------------------------------
1. Bear Stearns Funds Management Inc.
245 Park Avenue
New York, New York 10167
(records relating to the operations of the Company)
2. The Bear Stearns Funds
575 Lexington Avenue
New York, New York 10022
(records relating to the Company)
3. Bear Stearns Asset Management Inc.
575 Lexington Avenue
New York, New York 10022
(advisory records)
4. Custodial Trust Company
101 Carnegie Center
Princeton, New Jersey 08540
(records relating to the principal underwriter)
5. PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, Delaware 19809
(certain financial and shareholder records)
C-8
<PAGE>
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.
(3) None.
C-9
<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 14th day of January, 1998.
THE BEAR STEARNS FUNDS
(Registrant)
By: /s/Robert S. Reitzes
---------------------
Robert S. Reitzes
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/Robert S. Reitzes President (Principal January 14, 1998
- --------------------- Executive Officer)
Robert S. Reitzes
/s/Frank J. Maresca Vice President and January 14, 1998
- --------------------- Treasurer (Principal
Frank J. Maresca Financial and
Accounting Officer)
*
- --------------------- Trustee
Peter M. Bren
*
- --------------------- Trustee
Alan J. Dixon
*
- --------------------- Trustee
John R. McKernan, Jr.
*
- --------------------- Trustee
M.B. Oglesby, Jr.
*
- --------------------- Trustee
Michael Minikes
*By: /s/Frank J. Maresca January 14, 1998
-------------------
Frank J. Maresca,
Attorney-in-Fact
<PAGE>
THE BEAR STEARNS FUNDS
INDEX TO EXHIBITS
Exhibit Number
EX-99.B11(a) Consent of Kramer, Levin, Naftalis & Frankel
EX-99.B11(b) Consent of Deloitte & Touche LLP
EX-99.B16(b) Schedule of computation of performance for the Prime Money
Market Portfolio.
EX-27 Financial Data Schedule.
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
Arthur H. Aufses III Monica C. Lord Sherwin Kamin
Thomas D. Balliett Richard Marlin Arthur B. Kramer
Jay G. Baris Thomas E. Molner Maurice N. Nessen
Philip Bentley Thomas H. Moreland Founding Partners
Saul E. Burian Ellen R. Nadler Counsel
Barry Michael Cass Gary P. Naftalis _____
Thomas E. Constance Michael J. Nassau
Michael J. Dell Michael S. Nelson Martin Balsam
Kenneth H. Eckstein Jay A. Neveloff Joshua M. Berman
Charlotte M. Fischman Michael S. Oberman Jules Buchwald
David S. Frankel Paul S. Pearlman Rudolph de Winter
Marvin E. Frankel Susan J. Penry-Williams Meyer Eisenberg
Alan R. Friedman Bruce Rabb Arthur D. Emil
Carl Frischling Allan E. Reznick Maria T. Jones
Mark J. Headley Scott S. Rosenblum Maxwell M. Rabb
Robert M. Heller Michele D. Ross James Schreiber
Philip S. Kaufman Howard J. Rothman Counsel
Peter S. Kolevzon Max J. Schwartz _____
Kenneth P. Kopelman Mark B. Segall
Michael Paul Korotkin Judith Singer M. Frances Buchinsky
Shari K. Krouner Howard A. Sobel Abbe L. Dienstag
Kevin B. Leblang Jeffrey S. Trachtman Ronald S. Greenberg
David P. Levin Jonathan M. Wagner Debora K. Grobman
Ezra G. Levin Harold P. Weinberger Christian S. Herzeca
Larry M. Loeb E. Lisk Wyckoff, Jr. Jane Lee
Pinchas Mendelson
Lynn R. Saidenberg
Special Counsel
-----
FAX
(212) 715-8000
---
WRITER'S DIRECT NUMBER
(212)715-9100
-------------
January 14, 1998
The Bear Stearns Funds
575 Lexington Avenue
New York, New York 10022
Re: The Bear Stearns Funds -
with respect to the following portfolio only:
Prime Money Market Portfolio
Post-Effective Amendment
Registration No. 33-84842
to Registration Statement on Form N-1A
---------------------------------------------------
Gentlemen:
We consent to the reference to our Firm as counsel in Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
------------------------------------
INDEPENDENT ACCOUNTANT'S CONSENT
We consent to the reference to us under the heading "Custodian, Transfer and
Dividend Disbursing Agent, Counsel and Independent Auditors" appearing in the
Statement of Additional Information of the Prime Money Market Portfolio which is
incorporated by reference in this Registration Statement.
/s/DELOITTE & TOUCHE LLP
New York, New York
January 13, 1998
THE BEAR STEARNS FUNDS
PRIME MONEY MARKET PORTFOLIO
7 DAY AVERAGE YIELD CALCULATION
CLASS Y SHARES
FOR THE PERIOD SEPTEMBER 24, 1997 - SEPTEMBER 30, 1997
Value of account at beginning of period $ 1.000000000
Value of same account at end of period* $ 1.001073663
-------------
Net Change in account value $ .001073663
Annualized Current Net Yield [(Net Change X 365)]/7
average net asset value 5.60%
- -----------------
* Exclusive of any capital changes
THE BEAR STEARNS FUNDS
PRIME MONEY MARKET PORTFOLIO
EFFECTIVE YIELD CALCULATION
CLASS Y SHARES
FOR THE PERIOD SEPTEMBER 24, 1997 - SEPTEMBER 30, 1997
Value of account at beginning of period $ 1.000000000
Value of same account at end of period* $ 1.001073663
-------------
Net Change in account value $ .001073663
Effective Yield [(Net Change) + 1] ^365/7 - 1 5.76%
- -----------------
* Exclusive of any capital changes
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