BEAR STEARNS FUNDS
PRE 14A, 2000-02-18
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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X]  Preliminary Proxy Statement

[ ]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
14a-6(e)(2))

[ ]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

                             THE BEAR STEARNS FUNDS.
                                 (the "Company")
                (Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     1) Title of each class of securities to which transaction applies:

        ---------------------------------------------------------------

     2) Aggregate number of securities to which transaction applies:

        ---------------------------------------------------------------

     3) Per unit  price  or  other  underlying  value  of  transaction  computed
        pursuant to  Exchange  Act Rule 0-11 (Set  forth the amount on which the
        filing fee is calculated and state how it was determined.

        ---------------------------------------------------------------

     4) Proposed maximum aggregate value of transaction:

        ---------------------------------------------------------------


<PAGE>

     5) Total Fee Paid:

        ---------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

          --------------------------------------------------------------

     2)   Form, Schedule or Registration Statement No.:

          --------------------------------------------------------------

     3)   Filing Party:

          --------------------------------------------------------------

     4)   Date Filed:

          -------------------------------------------------------------

<PAGE>
                    PRELIMINARY PROXY SOLICITATION MATERIALS


                             THE BEAR STEARNS FUNDS
                              575 Lexington Avenue
                            New York, New York 10022
                                 1-800-766-4111


                                            Date:  March __, 2000





Dear Shareholder:

     You are cordially  invited to attend a special  meeting of  shareholders of
The Bear Stearns Funds to be held on April 17, 2000 at 10:30 a.m.Eastern time at
575 Lexington Avenue, 9th Floor, New York, New York.

     We  have  prepared  a  single  "combined"  Proxy  Statement  for use by the
shareholders  of all of the Fund's  Portfolios  because much of the  information
required  to  be  included  in  the  proxy   materials  for  each  Portfolio  is
substantially  identical.  We  believe  that a  joint  Proxy  Statement  is more
efficient and cost effective. If you own shares in more than one Portfolio,  you
are receiving separate proxy materials for each Portfolio you own.

     Please note that not all of the Proposals relate to each Portfolio.  Please
refer to page __ of the Proxy Statement for a table illustrating which Proposals
are to be voted upon by shareholders of a Portfolio or Class thereof.

     The  information  set forth below is designed to answer your  questions and
help you cast your proxy as a shareholder.  It is being provided as a supplement
to, not a substitute for, your proxy materials. Please read the full text of the
Proxy Statement for a complete understanding of the Proposals.

Q.   Why are the Proposals being recommended?

A.   Proposal 1. Election of Trustees.  When Trustees  retire or leave the Board
     for other reasons,  in order to fill a vacancy without calling an annual or
     special meeting of  shareholders,  at least two-thirds of the Trustees must
     have been  elected  by  shareholders  immediately  after  filling  any such
     vacancy.  Since the Fund does not meet this test,  the new nominees must be
     elected by shareholders.


<PAGE>

THE BEAR STEARNS FUND

Letter to Shareholders
March __, 2000
Page 2


     Proposal  2.  Ratification  of  the  selection  of the  Fund's  independent
     auditors.  Such selection is required to be submitted for  ratification  at
     the next succeeding annual meeting of shareholders.  The Fund does not hold
     regular annual meetings of shareholders and is, therefore,  submitting this
     Proposal at this special meeting.


     Proposals  3,  4,  5 and 7.  Approval  of  amended  and  restated  advisory
     agreements,  approval of amended and restated  distribution plans and, with
     respect to certain Portfolios,  approval of a fundamental policy concerning
     the issuance of senior securities.  Basically, the proposed amendments will
     simplify,  modernize and make the agreements,  plans and fundamental policy
     consistent  for  all  of the  Portfolios  managed  by  Bear  Stearns  Asset
     Management Inc. The proposed new investment advisory agreement (Proposal 3)
     modifies  the list of  enumerated  expenses to be borne by a  participating
     money market fund  Portfolio to include  premiums  for  insurance  coverage
     against  credit  defaults and similar  losses in its  investment  portfolio
     should such a program be implemented.  The proposed new distribution  plans
     (Proposal 5) clarify that to the extent certain types of  expenditures  are
     deemed  to  constitute  the  indirect  use  of  a  Portfolio's  assets  for
     distribution, such payments shall be authorized under the plans.

     Proposal 6. Approval of an interportfolio lending program. The program will
     allow  the  Portfolios  to loan  money to each  other if - and only if - it
     makes good financial  sense to do so on both sides of the  transaction.  By
     dealing with each other instead of banks,  the  Portfolios  will be able to
     borrow money more cheaply and lend money more profitably.  This Proposal is
     subject to an order of the Securities and Exchange  Commission allowing the
     Fund to engage in the program.

     Proposal 8.  Approval of amendments  to, and a  restatement  of, the Fund's
     Declaration of Trust. The amendments will clarify and broaden the powers of
     the  Trustees and give them the  flexibility  to amend the  Declaration  of
     Trust  without  the need and  expense of  obtaining  shareholder  approval,
     except when a vote of shareholders is required by applicable law; authority
     to  approve a  consolidation  or merger or the  transfer  of a  substantial
     portion  of the  assets  of the  Fund or a  Portfolio  without  shareholder
     approval ; allow for  electronic and  telephonic  voting;  and grant voting
     rights based on the dollar amount of your investment rather than the number
     of shares you own.

Q.   Will the fees of the Portfolios be affected?

A.   The  Proposals  will not change the amount of any  advisory,  distribution,
     service  or  administration  fees  applicable  to a  Portfolio  (or a Class
     thereof).

Q.   Will there be any change in the way the Portfolios are managed?

A.   The  Portfolios  have no current  intention  of altering  their  investment
     strategies and the Proposal which requests approval of a modification of an
     investment  policy is not expected to have an effect on the  management  of
     the Portfolios.  Note, however,  that the



<PAGE>

THE BEAR STEARNS FUND

Letter to Shareholders
March __, 2000
Page 3


     proposed  interportfolio  lending  program  will  let  Bear  Stearns  Asset
     Management  Inc.  match  the  borrowing  and  lending  needs  of  different
     Portfolios - to everyone's benefit.


Q.   As a shareholder, what do I need to do?

A.   Please  read the  enclosed  Proxy  Statement  and  vote now by  completing,
     signing and returning the enclosed proxy in the prepaid envelope.

     Thank you in  advance  for your  attention  and vote  with  regard to these
important Proposals.

                                           Sincerely,


                                           Stephen A. Bornstein
                                           Secretary

<PAGE>
                             THE BEAR STEARNS FUNDS
                              575 Lexington Avenue
                            New York, New York 10022
                                 1-800-766-4111


       Notice of Special Meeting of Shareholders to be held April 17, 2000


     A special meeting of the  shareholders  (the "Meeting") of The Bear Stearns
Funds (the "Fund") will be held on April 17, 2000 at 10:30 a.m.  Eastern time at
575 Lexington Avenue,  9th Floor, New York, New York, for the purposes indicated
below:


1.   Election of seven Trustees to serve until their successors are duly elected
     and qualified.

2.   Ratification  of the  selection  of  Deloitte  & Touche  LLP as the  Fund's
     independent  auditors for the fiscal year ending March 31, 2001.  No change
     in auditors is proposed.

3.   Approval,  with respect to each  Portfolio  of the Fund,  of an Amended and
     Restated Investment Advisory Agreement. No fee increase is proposed.

4.   Approval with respect to the International Equity Portfolio,  of an Amended
     and  Restated   Sub-Investment  Advisory  Agreement.  No  fee  increase  is
     proposed.

5.   Approval,  with  respect  to the A,  B and C  Classes  of  shares  of  each
     Portfolio, of an Amended and Restated Distribution Plan. No fee increase is
     proposed.

6.   Approval,  with  respect to each  Portfolio of the Fund,  of a  fundamental
     investment policy to permit interportfolio lending.  Subject to an order of
     the Securities and Exchange  Commission  allowing the Fund to engage in the
     program.

7.   Approval,  with respect to the Income Portfolio,  S&P STARS Portfolio,  The
     Insiders  Select  Fund,  Large  Cap  Value  Portfolio  and  Small Cap Value
     Portfolio of the Fund, of a modification of a fundamental policy concerning
     the issuance of senior securities.

8.   Approval of amendments to, and a restatement of, the Fund's  Declaration of
     Trust:

     8(a) To permit the Trustees to reorganize the Fund and any future Portfolio
          without shareholder approval;

     8(b) To permit the Trustees to  reorganize  an existing  Portfolio  without
          shareholder approval;

     8(c) To permit electronic and telephonic voting;


<PAGE>

     8(d) To permit  the  Trustees  to amend the  Declaration  of Trust  without
          shareholder approval;

     8(e) To convert from share-based to dollar-based voting rights.

9.   To transact such other  business as may properly come before the Meeting or
     any adjournment(s) thereof.


     Shareholders  of record as of the  close of  business  on March 1, 2000 are
entitled  to receive  notice of,  and to vote at,  the  Meeting  and any and all
adjournments(s)  thereof.  Your  attention is called to the  accompanying  Proxy
Statement.

                                  By Order of the Board of Trustees



                                 Stephen A. Bornstein
                                 Secretary
Dated:  March _, 2000



You can help avoid the  necessity  and expense of sending  follow-up  letters to
ensure a quorum by promptly  returning the enclosed  proxy. If you are unable to
attend the Meeting,  please mark,  sign,  date and return the enclosed  proxy so
that the  necessary  quorum may be  represented  at the  Meeting.  The  enclosed
envelope requires no postage if mailed in the United States.


<PAGE>
                             THE BEAR STEARNS FUNDS
                              575 Lexington Avenue
                            New York, New York 10022
                                 1-800-766-4111


                      PROXY STATEMENT DATED March __, 2000


          Special Meeting of Shareholders to be held on April 17, 2000


GENERAL INFORMATION

     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies by the Board of  Trustees of The Bear  Stearns  Funds,  a  Massachusetts
business  trust (the "Fund"),  on behalf of its series (each a  "Portfolio"  and
collectively  the  "Portfolios"),  in  connection  with  a  special  meeting  of
shareholders  (the "Meeting") to be held on April 17, 2000 at 10:30 a.m. Eastern
time at 575  Lexington  Avenue,  9th  Floor,  New  York,  New  York,  and at any
adjournment(s)  thereof,  at which  shareholders  will be asked to consider  the
following:

1.   Election of seven Trustees to serve until their successors are duly elected
     and qualified.

2.   Ratification  of the  selection  of  Deloitte  & Touche  LLP as the  Fund's
     independent  auditors for the fiscal year ending March 31, 2001.  No change
     in auditors is proposed.

3.   Approval,  with respect to each  Portfolio  of the Fund,  of an Amended and
     Restated Investment Advisory Agreement. No fee increase is proposed.

4.   Approval with respect to the International Equity Portfolio,  of an Amended
     and  Restated   Sub-Investment  Advisory  Agreement.  No  fee  increase  is
     proposed.

5.   Approval,  with  respect  to the A,  B and C  Classes  of  shares  of  each
     Portfolio, of an Amended and Restated Distribution Plan. No fee increase is
     proposed.

6.   Approval  with  respect to each  Portfolio  of the Fund,  of a  fundamental
     investment policy to permit interportfolio lending.  Subject to an order of
     the Securities and Exchange  Commission  allowing the Fund to engage in the
     program.

7.   Approval,  with respect to the Income Portfolio,  S&P STARS Portfolio,  The
     Insiders  Select  Fund,  Large  Cap  Value  Portfolio  and  Small Cap Value
     Portfolio of the Fund, of a modification of a fundamental policy concerning
     the issuance of senior securities.

8.   Approval of amendments to, and a restatement of, the Fund's  Declaration of
     Trust:
<PAGE>


     8(a) To permit the Trustees to reorganize the Fund and any future Portfolio
          without shareholder approval;

     8(b) To permit the Trustees to  reorganize  an existing  Portfolio  without
          shareholder approval;

     8(c) To permit electronic and telephonic voting;

     8(d) To permit  the  Trustees  to amend the  Declaration  of Trust  without
          shareholder approval;

     8(e) To convert from share-based to dollar-based voting rights.

9.   To transact such other  business as may properly come before the Meeting or
     any adjournment(s) thereof.


     The  table  below  illustrates  which  Proposals  are to be  voted  upon by
shareholders of a Portfolio or Class thereof:
<TABLE>
<CAPTION>

                                                              Proposal Number
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
                                        1     2      3     4        5         6    7     8
                                                                (A, B & C
                                                                 Classes
                                                                  only)
<S>                                   <C>    <C>   <C>    <C>   <C>          <C>  <C>   <C>
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
Prime Money Market Portfolio            X     X      X                        X          X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
Income Portfolio                        X     X      X              X         X    X     X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
High Yield Total Return Portfolio       X     X      X              X         X          X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
Emerging Markets Debt Portfolio         X     X      X              X         X          X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
S&P STARS Portfolio                     X     X      X              X         X    X     X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
The Insiders Select Fund                X     X      X              X         X    X     X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
Large Cap Value Portfolio               X     X      X              X         X    X     X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
Small Cap Value Portfolio               X     X      X              X         X    X     X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
Focus List Portfolio                    X     X      X              X         X          X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
Balanced Portfolio                      X     X      X              X         X          X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
International Equity Portfolio          X     X      X     X        X         X          X
- ------------------------------------- ------ ----- ------ ---- ------------- ---- ----- ----
</TABLE>

     Even if you sign and  return  the  accompany  proxy,  you may  revoke it by
giving written  notice of such  revocation to the Secretary of the Fund prior to
the Meeting or by  delivering a  subsequently  dated proxy or by  attending  and
voting at the  Meeting in  person.  In the event  that a  shareholder  signs and
returns the proxy ballot,  but does not indicate a choice as to any of the items
on the proxy ballot,  the proxy  attorneys  will vote those shares of beneficial
interest ("shares") for the election of the proposed nominees as Trustees and in
favor of the other proposals.

     The cost of  preparing  and mailing the notice of Meeting,  the proxy card,
this Proxy Statement, and any additional proxy solicitation material has been or
is to be borne by the Portfolios.  Proxy  solicitation will be made primarily by
mail,  but may also be made by  telephone,  telegraph,  facsimile,  or  personal
interview  conducted by certain  officers or employees of the Fund, Bear Stearns
Asset Management Inc. ("BSAM"), 575 Lexington Avenue , New



                                       2
<PAGE>

York, New York,  Bear,  Stearns & Co. Inc., the Portfolios'  Distributor  ("Bear
Stearns"),  245 Park Avenue,  New York, New York, and their affiliates,  none of
whom will receive  compensation  for soliciting  proxies.  The Fund has retained
Shareholder Communications  Corporation, a professional proxy solicitation firm,
to  assist  in  the  solicitation  of  proxies.  The  cost  of the  services  of
Shareholder  Communications Corporation is expected to be approximately $60,000.
In return  for  compensation  from the  Portfolios,  Shareholder  Communications
Corporation  will  request that  shareholders  of the  Portfolios,  submit their
proxies, and may do so by mail,  telephone,  telegraph,  facsimile,  or personal
interview.

     The Board of Trustees  has fixed the close of business on March 1 , 2000 as
the record date for the determination of the shareholders entitled to notice of,
and to vote at, the Meeting or any  adjournment(s)  thereof (the "Record Date").
The Fund is  composed  of eleven  separate  Portfolios,  ten of which  have four
classes of shares -- Class A, Class B, Class C, and Class Y shares.  The Class Y
Shares are not offered by the  following  Portfolios:  High Yield  Total  Return
Portfolio,  Focus List Portfolio and International  Equity Portfolio.  The Prime
Money Market  Portfolio  only has Class Y Shares.  As of the Record Date,  there
were _________ shares of the Fund outstanding, as set forth in the table below.
<TABLE>
<CAPTION>

- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
Portfolio                              Class A Shares     Class B Shares   Class C Shares       Class Y Shares
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
<S>                                    <C>                <C>              <C>                  <C>
Prime Money Market Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
Income Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
High Yield Total Return Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
Emerging Markets Debt Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
S&P STARS Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
The Insiders Select Fund
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
Large Cap Value Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
Small Cap Value Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
Focus List Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
Balanced Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
International Equity Portfolio
- -------------------------------------- ------------------ ---------------- -------------------- ----------------------
</TABLE>

     The holders of each share of a Portfolio  shall be entitled to one vote for
each full share and a fractional vote for each fractional  share. As of March 1,
2000, the following  shareholders owned,  directly or indirectly,  5% or more of
any Class of the Fund's outstanding shares:
<TABLE>
<CAPTION>

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------
Portfolio       Class     Name and Address           Number of  Shares          Number of Shares        Percent
                          of Beneficial Owner        Beneficially Owned         Owned of Record         of Class
- --------------- --------- -------------------------- -------------------------- ----------------------- ------------
<S>             <C>       <C>                        <C>                        <C>                     <C>

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------

- --------------- --------- -------------------------- -------------------------- ----------------------- ------------
</TABLE>

                                       3
<PAGE>

     A copy of your  Portfolio's  annual  report for the fiscal year ended March
31, 1999 and  semi-annual  report for the period ended September 30, 1999 may be
received, free of charge, by calling the Fund, toll free, at 1-800-766-4111.

     The  vote  of a  "majority  of  the  outstanding  voting  securities"  of a
Portfolio  is required  for  approval of Proposals 3, 4, 6 and 7 with respect to
that Portfolio. The vote of a "majority of the outstanding voting securities" of
a Class is required for  approval of Proposal 5 with respect to that Class.  The
vote of a  "majority  of the  outstanding  voting  securities"  for  purposes of
Proposals 3, 4, 5, 6 and 7 means the  affirmative  vote of the lesser of (1) 67%
of more of the shares  present or  represented  by proxy at the Meeting,  if the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (2) more than 50% of the outstanding  shares.  The vote of a plurality
of the Fund's shares  represented at the Meeting is required for the election of
Trustees  (Proposal 1). The vote of a simple majority of the shares voted at the
Meeting is required for the  ratification  of the selection of Deloitte & Touche
LLP as the  independent  auditors  for the  Fund  (Proposal  2).  The  vote of a
majority  of the  shares  of the Fund  outstanding  and  entitled  to vote  (all
Portfolios  voting  together as a single class) is required to approve  Proposal
8(a) (to permit the  Trustees to  reorganize  the Fund and any future  Portfolio
without  shareholder   approval),   Proposal  8(c)  (to  permit  electronic  and
telephonic  voting),  Proposal  8(d)  (to  permit  the  Trustees  to  amend  the
Declaration of Trust without shareholder approval) and Proposal 8(e) (to convert
from share-based to dollar-based  voting). The vote of a majority of shares of a
Portfolio  outstanding and entitled to vote is required to approve Proposal 8(b)
(to permit the Trustees to reorganize a Portfolio without shareholder  approval)
for that Portfolio.

     Shareholders  entitled  to cast 30% of the  votes,  either  in person or by
proxy,  shall constitute a quorum. For purposes of determining the presence of a
quorum and  counting  votes on the  matters  presented,  shares  represented  by
abstentions and "broker non-votes" will be counted as present,  but not as votes
cast, at the Meeting.  Under the Investment Company Act of 1940, as amended (the
"1940  Act"),   the  affirmative  vote  necessary  to  approve  a  matter  under
consideration  may be determined with reference to a percentage of votes against
the proposal.

     If the  proposals  are approved,  it is  anticipated  that they will become
effective as soon as practical after shareholder approval.



                                       4
<PAGE>

PROPOSAL 1 - ELECTION OF TRUSTEES

     The first  proposal  to be  considered  at the  Meeting is the  election of
Trustees.

     Four  individuals not currently  serving on the Board of Trustees have been
nominated to serve as Trustees.  If elected by shareholders,  these  individuals
will serve  together with three members of the present Board of Trustees:  Peter
M. Bren, M. B. Oglesby, Jr. and Michael Minikes.  Alan J. Dixon will serve as an
Advisory Trustee.  Following the Meeting,  John R. McKernan,  Jr. will no longer
serve as a Trustee.

     Seven  nominees are to be elected as  Trustees,  each to serve until his or
her successor is duly elected and  qualified.  All nominees have consented to be
named in this  Proxy  Statement  and  agreed to serve if  elected.  The  current
independent  Trustees reserve the right to substitute  another person or persons
of their  choice as a nominee or  nominees  if a nominee is unable to serve as a
Trustee at the time of the Meeting for any reason. Nothing,  however,  indicates
that such a  situation  will  arise.  The  following  table sets  forth  certain
information regarding each nominee for election as a Trustee.

<TABLE>
<CAPTION>

- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Name                           Age    Principal Occupation During the Past Five Years      Position       Trustee Since
                                      and Directorships of Public Companies                with the Fund
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
<S>                            <C>    <C>                                                  <C>            <C>
Peter M. Bren                  65     Since 1969, President of The Bren Co. (realty);      Trustee            1995
                                      until 1969, President of Koll, Bren Realty
                                      Advisors and Senior Partner of Lincoln Properties.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Doni L. Fordyce                40     Since 1996, Senior Managing Director of Bear         President           --
                                      Stearns; until 1996, Vice President, Asset           and Nominee
                                      Management Group, Goldman, Sachs & Co.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
John S. Levy                   64     Since 1996, Managing Partner, Fayerweather Capital   Nominee             --
                                      Partners (a private investment partnership); from
                                      1984 to 1995, Managing Director and Chief
                                      Administrative Officer of the Financial Services
                                      Division of Lehman Brothers Inc. and Senior
                                      Executive Vice President and Co-Director of
                                      International Division of Shearson Lehman/American
                                      Express
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Michael Minikes                56     Senior Managing Director of Bear Stearns; since      Trustee,           1995
                                      1997, Chairman of BSFM; Treasurer of Bear Stearns;   Chairman of
                                      Treasurer of The Bear Stearns Companies Inc.;        the Board
                                      Director of the Bear Stearns Companies Inc.; Since
                                      1999, Co-President of Bear Stearns Securities Corp.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
M. B. Oglesby, Jr.             57     Since 1999, Consultant and Chairman of Oglesby       Trustee            1995
                                      Properties,  Inc.;  since 1997,  President
                                      and Chief Executive  Officer,  Association
                                      of American Railroads;  from 1996 to 1997,
                                      Vice  Chairman  of  Cassidy &  Associates;
                                      from 1989 to 1996,  Senior Vice  President
                                      of RJR Nabisco,  Inc.;  from 1988 to 1989,
                                      White House Deputy Chief of Staff.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Robert E. Richardson           58     Retired.  From 1990 to 1999, Vice President,         Nominee             --
                                      Broker/Dealer Department, Mellon Bank, N.A.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Robert M. Steinberg            54     Senior Managing Director of Bear Stearns and         Nominee             --
                                      Co-Director of its Risk Arbitrage Department;
                                      Chairman of Bear Stearns International Credit
                                      Committee; Director of The Bear Stearns Companies
                                      Inc.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
</TABLE>

                                       5
<PAGE>

     Michael  Minikes,  Doni L. Fordyce and Robert M.  Steinberg,  as affiliated
persons of Bear Stearns and its affiliates, are "interested persons" of the Fund
within the meaning of Section 2(a)(19) of the 1940 Act.

     Trustees who are not employees of BSAM or its affiliates  receive an annual
retainer of  $12,500,  plus  $1,000 for each Board  meeting  attended in person.
Trustees  will be paid $750 for any Board  meeting  attended by  telephone.  The
compensation paid to the Trustees for the fiscal year ended March 31, 1999 is as
follows:
<TABLE>
<CAPTION>

                               COMPENSATION TABLE

- ---------------------------------------- -------------------------------------- --------------------------------------
            Name of Trustee              Aggregate Compensation from the Fund   Total Compensation from all Funds in
                                                                                      the Bear Stearns Complex
- ---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>

             Peter M. Bren                              $8,000                                 $20,000
- ---------------------------------------- -------------------------------------- --------------------------------------
             Alan J. Dixon                              $8,000                                 $ 8,000
- ---------------------------------------- -------------------------------------- --------------------------------------
         John R. McKernan, Jr.                          $8,000                                 $20,000
- ---------------------------------------- -------------------------------------- --------------------------------------
          M. B. Oglesby, Jr.                            $8,000                                 $20,000
- ---------------------------------------- -------------------------------------- --------------------------------------
            Michael Minikes                              NONE                                   NONE
- ---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

     The Fund has an Audit  Committee  currently  consisting  of Mr.  Bren,  Mr.
McKernan  and Mr.  Oglesby.  If all of the  nominees  to serve on the  Board are
elected by shareholders, it is anticipated that the Audit Committee will consist
of four  nominees for election as Trustees who are not  "interested  persons" of
the  Fund,  BSAM,  Marvin & Palmer  Associates,  Inc.,  the  Sub-Adviser  to the
International  Equity  Portfolio,  Bear Stearns or Bear Stearns Funds Management
Inc.   ("BSFM"),   the  Fund's   Administrator.   The  Audit   Committee   makes
recommendations to the Board of Trustees  concerning the selection of the Fund's
independent auditors, reviews with such accountants the scope and results of the
Fund's annual audit, reviews the annual and semi-annual financial reports of the
Fund and considers any comments  which the  accountants  may have  regarding the
Fund's financial statements or books of account. Audit Committee members receive
additional  compensation  of $500 for attending any Audit  Committee  meeting in
person or by telephone.

     During the fiscal year ended  March 31,  1999,  the Board of Trustees  held
four  meetings and the Audit  Committee  held two  meetings.  During such fiscal
year,  each  Trustee  attended  at least 75% of the  aggregate  of (i) the total
number of meetings of the Board of Trustees (held during the period during which
he has been a  Trustee);  and (ii) the  total  number  of  meetings  held by any
committee of the Board of Trustees on which he served.

Executive Officers

     The Fund's executive  officers are set forth below. The business address of
each  is 575  Lexington  Avenue,  New  York,  New  York  10022  or as  otherwise
indicated. The executive officers receive no compensation from the Fund.


                                       6
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Name                             Age    Principal Occupation During                        Officer      Position with The Fund
                                        the Past Five Years                                Since
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------

<S>                              <C>                                                        <C>         <C>
Michael Minikes                  56     See table of nominees under "Election of              1997      Trustee, Chairman of
245 Park Avenue                         Trustees"                                                       the Board
New York, New York  10167
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Doni L. Fordyce                  40     See table of nominees under "Election of              1997      President
                                        Trustees"
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Barry Sommers                    30     Since 1997, Managing Director and Head of             1997      Executive Vice
                                        Marketing and Sales for The Bear Stearns Funds;                 President
                                        from 1995 to 1997, Vice President, Mutual Fund
                                        Sales, Goldman, Sachs & Co.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Stephen A. Bornstein             56     Managing Director of Bear Stearns, Legal              1995      Vice President and
                                        Department; since 1997, General Counsel, BSAM                   Secretary
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Frank J. Maresca                 41     Since 1997, Managing Director of Bear Stearns;        1995      Vice President and
                                        Associate Director prior thereto; since 1997,                   Treasurer
                                        Chief Executive Officer and President of
                                        BSFM;  Executive  Vice  President  prior
                                        thereto.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Vincent L. Pereira               34     Since 1999, Managing Director of Bear Stearns;        1995      Assistant Treasurer
                                        Associate Director prior thereto; since 1997,
                                        Treasurer and  Secretary of BSFM;  until
                                        1995, Vice President of Bear Stearns.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
</TABLE>

The Board of  Trustees  unanimously  recommends  that  shareholders  vote  "For"
election of the proposed slate of nominees.


PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITORS

     Deloitte & Touche LLP has been  selected by vote of the Board of  Trustees,
including  a majority of the  independent  Trustees,  as the Fund's  independent
auditors for the current  fiscal year ending March 31, 2001.  The  employment of
Deloitte & Touche LLP is conditioned  upon the right of the Fund, by a vote of a
majority of its  outstanding  shares,  to terminate the  employment  without any
penalties.

     Deloitte & Touche LLP has acted as the Fund's  independent  auditors  since
1995.  If the Fund's  shareholders  do not ratify the  selection  of  Deloitte &
Touche LLP,  other  certified  auditors will be considered  for selection by the
Board of Trustees.

     Representatives  of Deloitte & Touche LLP are not expected to be present at
the  Meeting,  although  they will have an  opportunity  to attend and to make a
statement,  if they desire to do so. If representatives of Deloitte & Touche LLP
are present,  they will be available to respond to  appropriate  questions  from
shareholders.

The Board of  Trustees  unanimously  recommends  that  shareholders  ratify  the
selection of Deloitte & Touche LLP.


PROPOSAL 3 - APPROVAL OF AN AMENDED AND RESTATED  INVESTMENT  ADVISORY AGREEMENT
FOR EACH PORTFOLIO

     The Board of Trustees,  including a majority of the  independent  Trustees,
has approved,  and recommends  that  shareholders of each Portfolio  approve,  a
proposal to adopt an Amended and Restated  Investment  Advisory  Agreement  with
Bear Stearns Asset Management Inc. ("BSAM"). The Amended and Restated Investment
Advisory Agreement (i) consolidates all current investment  advisory  agreements
into a single  agreement with a single  renewal date;  (ii) modifies the list of
enumerated  expenses  borne by a  participating  money market fund  portfolio to
include  annual  premiums for insurance  coverage  against  credit  defaults and
similar losses on



                                       7
<PAGE>

securities  in  its  investment   portfolio;   (iii)  modifies  certain  current
investment  advisory  agreements by including a "soft  dollars"  provision  that
explicitly  allows BSAM to select brokers or dealers who also provide  brokerage
and research  services to BSAM, the Portfolio,  and/or other accounts over which
BSAM  exercises  investment  discretion  for the  purpose  of making  the policy
consistent  among all of the Portfolios  managed by BSAM; and (iv) clarifies the
authority of BSAM to aggregate  orders  among a Portfolio  and other  clients of
BSAM.  The  Proposal  will not  change  the  amount  of  advisory  fees that any
Portfolio will pay.

Modernization of the Current Investment Advisory Agreements

     The Fund's Board of Trustees  authorized a review of the current investment
advisory  agreements  applicable  to the  Fund's  Portfolios  with  the  goal of
combining  them  into  a  single  agreement  with a  single  renewal  date.  The
amendments simplify, modernize and make the provisions of the current investment
advisory agreements consistent for all of the Portfolios managed by BSAM.

     The  amendments,  which are described in the following  paragraphs,  either
state or clarify BSAM's present activities and obligations as investment adviser
of the Portfolios,  and will not materially affect the way in which BSAM manages
a Portfolio in the future.  In  addition,  the  amendments  will not result in a
significant  benefit to BSAM,  or its  affiliates.  In approving  the  following
amendments,  the Board of Trustees considered that the amendments merely reflect
the current  operation of the Portfolios,  and concluded that the amendments are
in the best interests of the shareholders of the Portfolios.

     Soft Dollars. A provision of the Amended and Restated  Investment  Advisory
Agreement  explicitly  allows BSAM to select brokers or dealers who also provide
brokerage and research  services (as those terms are defined in Section 28(e) of
the  Securities  Exchange  Act of 1934) to BSAM,  the  Portfolio,  and/or  other
accounts over which BSAM exercises investment discretion. BSAM must seek brokers
or dealers,  which may include  affiliated  brokers or dealers,  who provide the
best  execution  of the  Portfolio's  transactions.  The factors  that are to be
considered in  determining  best  execution,  which do not solely include lowest
commission  or best  net  price,  are  described  in the  Amended  and  Restated
Investment  Advisory  Agreement.  The Amended and Restated  Investment  Advisory
Agreement permits BSAM to select brokers or dealers (including Bear Stearns) who
provide  brokerage  and  research  services  and pay such  brokers  or dealers a
commission  which is in excess of the  amount of  commission  another  broker or
dealer  would have  charged if BSAM  makes a good faith  determination  that the
commission is reasonable in relation to the services  provided.  The Amended and
Restated  Investment Advisory Agreement provides that such transactions shall be
reported  to the  Board of  Trustees  of the  Fund.  The  Amended  and  Restated
Sub-Investment  Advisory  Agreement  provides  that  transactions  of affiliated
brokers and  dealers  must comply with  applicable  regulations  and  authorizes
affiliated  brokers and  dealers to retain  commissions  earned  from  effecting
Portfolio  transactions  and to pay out of such commissions any compensation due
to others in connection with effecting the transaction.

     Aggregation of Orders.  There is also a  clarification  of the authority of
BSAM to aggregate  the  securities  to be sold or purchased  with those of other
clients of BSAM if, in BSAM's reasonable judgment,  such aggregation will result
in  an  overall  benefit  to  the  Portfolio,



                                       8
<PAGE>

taking into consideration the advantageous selling or purchase price,  brokerage
commission and other expenses and trading requirements.

Insurance Coverage.

     Money market funds,  such as the Prime Money Market  Portfolio,  attempt to
maintain a stable net asset value of $1.00 per share.  The  possibility  exists,
however,  that  certain  events,  such as a material  default on a security in a
money market fund's investment portfolio, could cause the fund to sustain a loss
that results in the net asset value of the fund falling below $1.00 per share. A
money market fund may obtain  insurance to minimize (but not eliminate) the risk
of such a loss. The insurance  coverage would provide  protection against credit
defaults and similar  losses on securities  in a money market fund's  investment
portfolio.  However,  certain other  losses,  such as those due to interest rate
fluctuations,  would not be covered,  and, despite insurance  coverage,  a money
market  fund's net asset  value  still  could fall  below  $1.00 per share.  The
amendment  modifies the list of  enumerated  expenses  borne by a  participating
money market fund  Portfolio to include annual  premiums for insurance  coverage
covering credit defaults and similar losses on securities.

     The Board of  Trustees of the Fund  recommends  that  shareholders  of each
Portfolio approve the amendments to the current investment advisory  agreements.
There is no assurance  that the Board of Trustees will obtain this  insurance in
the future.  The Form of Amended and Restated  Investment  Advisory Agreement is
attached as Exhibit A. You should read the  agreement.  The  description in this
Proxy Statement of the agreement is only a summary.

Current Investment Advisory Agreements

     See the Appendix  attached to this Proxy  Statement  for  information  with
respect to the current investment  advisory agreements and the fees paid by each
Portfolio  of the Fund to BSAM and its  affiliates  during the fiscal year ended
March 31, 1999 and for additional information concerning BSAM.

Board Consideration.

     The  proposal  to present  the Amended  and  Restated  Investment  Advisory
Agreement  to  shareholders  was  approved  by the  Fund's  Board  of  Trustees,
including the  independent  Trustees,  on February 7, 2000.  The Board  received
materials  relating to the  proposed  Amended and Restated  Investment  Advisory
Agreement in advance of such meeting and also relied upon information  regarding
the  operations of BSAM and the  background  and  experience  of its  investment
personnel, including the information provided at each meeting at which the Board
of Trustees  approved a continuation of an investment  advisory  agreement.  The
Trustees also  considered that the fees and investment  advisory  services to be
performed under the proposed Amended and Restated  Investment Advisory Agreement
are the same as those under the existing investment advisory agreements.

     In considering the Amended and Restated Investment Advisory Agreement,  the
independent   Trustees  were  advised  by  independent   legal  counsel  to  the
independent  Trustees.  Based on their evaluation of all material  factors,  the
Trustees  concluded (i) that the existing



                                       9
<PAGE>

investment  advisory  fee  structure is fair and  reasonable;  and (ii) that the
proposed  addition of an  insurance  premium as an expense  borne  directly by a
participating  money  market  fund  under  the  proposed  Amended  and  Restated
Investment Advisory Agreement and the other proposed amendment provisions are in
the best  interests  of each  Portfolio's  shareholders.  The Board of Trustees,
including  the  independent  Trustees,  voted to approve the  submission  of the
Amended and  Restated  Investment  Advisory  Agreement to  shareholders  of each
Portfolio.

     If the Amended and Restated  Investment  Advisory Agreement is not approved
by  shareholders  of a Portfolio,  BSAM will continue to serve as the investment
adviser  to the  Portfolio  pursuant  to the  terms  of the  current  investment
advisory agreement.

The Board of Trustees  unanimously  recommends that  shareholders vote "For" the
approval of an Amended and Restated Investment Advisory Agreement.



PROPOSAL  4 -  APPROVAL  OF AN  AMENDED  AND  RESTATED  SUB-INVESTMENT  ADVISORY
AGREEMENT FOR THE INTERNATIONAL EQUITY PORTFOLIO

     The Board of Trustees,  including a majority of the  independent  Trustees,
has approved,  and recommends  that  shareholders  of the  International  Equity
Portfolio  approve,  a proposal to adopt an Amended and Restated  Sub-Investment
Advisory  Agreement with Marvin & Palmer Associates,  Inc. ("M&P").  The Amended
and   Restated   Sub-Investment   Advisory   Agreement   modifies   the  current
sub-investment  advisory  agreement by including a "soft dollars" provision that
explicitly  allows M&P to select  brokers or dealers who also provide  brokerage
and research  services to M&P, the  Portfolio,  and/or other accounts over which
M&P  exercises  investment  discretion  and  clarifies  the  authority of M&P to
aggregate orders among the Portfolio and other clients of M&P. The Proposal will
not change the amount of sub-advisory fees that BSAM pays to M&P.

Modernization of the Current Sub-Investment Advisory Agreement

     The  amendments,  which are described in the following  paragraphs,  either
state or clarify M&P's present  activities  and  obligations  as  sub-investment
adviser of the International  Equity  Portfolio,  and will not materially affect
the way in which M&P  manages the  Portfolio  in the future.  In  addition,  the
amendments  will not result in a significant  benefit to M&P, or its affiliates.
In approving the following amendments, the Board of Trustees considered that the
amendments  merely  reflect the current  operation of the  International  Equity
Portfolio,  and concluded  that the  amendments are in the best interests of the
shareholders of the International Equity Portfolio.

     Soft  Dollars.  A  provision  of the Amended  and  Restated  Sub-Investment
Advisory  Agreement  explicitly allows M&P to select brokers or dealers who also
provide  brokerage and research  services (as those terms are defined in Section
28(e) of the Securities  Exchange Act of 1934) to M&P, the International  Equity
Portfolio, and/or other accounts over which M&P exercises investment discretion.
M&P must seek  brokers  or  dealers,  which may  include  affiliated  brokers or
dealers,  who provide the best execution of the  Portfolio's  transactions.  The
factors that are to be considered in determining  best  execution,  which do not




                                       10
<PAGE>

solely include lowest commission or best net price, are described in the Amended
and  Restated  Sub-Investment  Advisory  Agreement.  The  Amended  and  Restated
Sub-Investment  Advisory  Agreement permits M&P to select brokers or dealers who
provide  brokerage  and  research  services  and pay such  brokers  or dealers a
commission  which is in excess of the  amount of  commission  another  broker or
dealer  would  have  charged if M&P makes a good  faith  determination  that the
commission is reasonable in relation to the services  provided.  The Amended and
Restated Sub-Investment Advisory Agreement provides that such transactions shall
be  reported to the Board of  Trustees  of the Fund.  The  Amended and  Restated
Sub-Investment  Advisory  Agreement  provides  that  transactions  of affiliated
brokers and  dealers  must comply with  applicable  regulations  and  authorizes
affiliated  brokers and  dealers to retain  commissions  earned  from  effecting
Portfolio  transactions  and to pay out of such commissions any compensation due
to others in connection with effecting the transaction.

     On September  30, 1999,  the  Securities  and Exchange  Commission  ("SEC")
entered a Consent Order in In the Matter of Marvin & Palmer Associates,  Inc. et
al.  (Admin.  Proc.  File  No.  3-10072).   Without  admitting  or  denying  the
allegations,  M&P and David F. Marvin, its Chairman and Chief Executive Officer,
consented  to the Order in which the SEC found  that  M&P,  Mr.  Marvin  and two
unrelated  parties  violated,  or aided in the  violation of,  Sections  206(1),
206(2) and 207 of the  Investment  Advisers Act of 1940 in  connection  with the
alleged  failure of M&P to properly  disclose a soft dollar  arrangement  with a
third party. The Consent Order, among other things,  censured M&P and Mr. Marvin
and ordered M&P to pay  disgorgement  and prejudgment  interest in the aggregate
amount of $976,980. M&P and Mr. Marvin were ordered to pay civil money penalties
in the amounts of $50,000 and $25,000, respectively.  Neither M&P nor Mr. Marvin
is prohibited from acting as, or being associated with, an investment adviser.

     Aggregation of Orders.  There is also a  clarification  of the authority of
M&P to aggregate  the  securities  to be sold or  purchased  with those of other
clients of M&P if, in M&P's reasonable judgment, such aggregation will result in
an  overall  benefit  to  the  International   Equity  Portfolio,   taking  into
consideration the advantageous  selling or purchase price,  brokerage commission
and other expenses and trading requirements.

     The Board of  Trustees  of the Fund  recommends  that  shareholders  of the
International   Equity   Portfolio   approve  the   amendments  to  the  current
sub-investment   advisory   agreement.   The  Form  of  Amended   and   Restated
Sub-Investment  Advisory Agreement is attached as Exhibit B. You should read the
agreement.  The  description in this Proxy  Statement of the agreement is only a
summary.

Current Investment Sub-Advisory Agreement

     See the Appendix  attached to this Proxy  Statement  for  information  with
respect to the current  investment  sub-advisory  agreement.  There were no fees
paid by BSAM to M&P during the fiscal year ended March 31, 1999.




                                       11
<PAGE>

Board Consideration.

     The  proposal to present the Amended and Restated  Sub-Investment  Advisory
Agreement to shareholders of the International  Equity Portfolio was approved by
the Fund's Board of Trustees, including the independent Trustees, on February 7,
2000. The Board received materials relating to the proposed Amended and Restated
Sub-Investment  Advisory  Agreement  in advance of such  meeting and also relied
upon  information  regarding  the  operations  of M&P  and  the  background  and
experience of its investment  personnel,  including the information  provided at
the last meeting at which the Board of Trustees  approved a continuation  of the
sub-investment  advisory  agreement  between  BSAM and M&P.  The  Trustees  also
considered that the fees and  sub-investment  advisory  services to be performed
under the proposed Amended and Restated  Sub-Investment  Advisory  Agreement are
the same as those under the existing sub-investment advisory agreement.

     In considering the Amended and Restated  Sub-Investment Advisory Agreement,
the  independent  Trustees  were  advised by  independent  legal  counsel to the
independent  Trustees.  Based on their evaluation of all material  factors,  the
Trustees concluded (i) that the existing  sub-investment  advisory fee structure
is fair and reasonable;  and (ii) that the proposed amendment  provisions are in
the best  interests  of the  Portfolio's  shareholders.  The Board of  Trustees,
including  the  independent  Trustees,  voted to approve the  submission  of the
Amended and Restated  Sub-Investment  Advisory  Agreement to shareholders of the
International Equity Portfolio.

     If the  Amended  and  Restated  Sub-Investment  Advisory  Agreement  is not
approved  by  shareholders,  M&P will  continue  to serve as the  sub-investment
adviser  to the  Portfolio  pursuant  to  the  current  sub-investment  advisory
agreement.

The Board of Trustees  unanimously  recommends that  shareholders vote "For" the
approval of an Amended and Restated Sub-Investment Advisory Agreement.



PROPOSAL 5 - APPROVAL OF AN AMENDED AND RESTATED  DISTRIBUTION PLAN FOR THE A, B
AND C CLASSES OF SHARES (ALL PORTFOLIOS EXCEPT THE PRIME MONEY MARKET PORTFOLIO)

     Rule 12b-1 (the "Rule"),  adopted by the Securities and Exchange Commission
under the 1940 Act, provides, among other things, that an investment company may
bear expenses of distributing  its shares only pursuant to a plan (a "Rule 12b-1
Plan") adopted in accordance with the Rule.

     It is proposed  that amended and  restated  Rule 12b-1 Plans be approved as
described  below. The existing Rule 12b-1 Plan and the amended and restated Rule
12b-1 Plan for each Class of shares of a Portfolio are identical in all material
respects,  except that (i) the Plans have been  consolidated  into a single Plan
for each Class of shares;  and (ii) the Plans  clarify  that to the extent  that
certain types of expenditures  may be deemed to constitute the indirect use of a
Portfolio's  assets for distribution such payments shall be authorized under the
Plans.  In no case is the rate a Class of shares of a  Portfolio  pays under its
Rule 12b-1 Plan  proposed to



                                       12
<PAGE>

be increased.  Copies of the Amended and Restated Distribution Plans for Class A
Shares,  Class B Shares and Class C Shares are attached as Exhibits C-1, C-2 and
C-3,  respectively.  You  should  review  Schedule  I of the  relevant  Plan  to
determine the amount of the distribution fee applicable to your Class.

     The  Fund's   Board  of  Trustees   authorized  a  review  of  the  current
distribution  plans  applicable  to the  Fund's  Portfolios  with  the  goal  of
combining  them into a single  Plan for each Class of shares.  The  Amended  and
Restated  Distribution  Plans  simplify  and make the  provisions  of each  Plan
consistent for each Class of shares.

Direct versus Indirect Use of a Portfolio's Assets

     If a Portfolio makes payments which are earmarked for distribution, that is
obviously a direct use of a Portfolio's assets for distribution.  If a Portfolio
makes payments which are ostensibly for some other purpose, and the recipient of
these  payments  finances  distribution,  the question  arises as to whether the
Portfolio's  assets are being used indirectly.  For example, a question could be
raised  as  to  whether  expenditures  by  BSAM  to  finance  distribution  of a
Portfolio's  shares  constitute an indirect use of a  Portfolio's  assets on the
theory that BSAM is using funds derived from its investment  advisory agreement.
The Amended and Restated  Distribution  Plans  clarify that any payments made by
Bear Stearns,  BSAM, BSFM or any sub-adviser,  directly or through an affiliate,
are,  in each case,  from its own  resources  and,  to the extent  that any such
payments  should be deemed to be indirect  financing of any  activity  primarily
intended  to result in the sale of a Class of shares of a  Portfolio  within the
context of the Rule,  these  payments  shall be deemed to be  authorized  by the
Plans.

Current Distribution Plans

     See the Appendix  attached to this Proxy  Statement  for  information  with
respect  to the  current  distribution  plans and the fees paid by each Class of
shares of a  Portfolio  pursuant  to its plan during the fiscal year ended March
31, 1999.

Board Consideration

     The  proposal to present the Amended  and  Restated  Distribution  Plans to
shareholders  was  approved  by the  Fund's  Board of  Trustees,  including  the
independent Trustees, on February 7, 2000. The Board received materials relating
to the  proposed  Amended  and  Restated  Distribution  Plans in advance of such
meeting  and also relied  upon  information  regarding  the  operations  of Bear
Stearns and the  background  and  experience  of its  personnel,  including  the
information  provided at each meeting at which the Board of Trustees  approved a
continuation of a Plan. The Trustees also considered that the distribution  fees
under the proposed Amended and Restated Distribution Plans are the same as those
under the existing Plans.

     In considering the Amended and Restated Distribution Plans, the independent
Trustees were advised by independent legal counsel to the independent  Trustees.
Based on their evaluation of all material  factors,  the Trustees  concluded (i)




                                       13
<PAGE>

that the  Distribution  Plans are  reasonable  and in the best  interests of the
Fund's shareholders.  The Board of Trustees, including the independent Trustees,
voted to approve the submission of the Amended and Restated  Distribution  Plans
to Class A, Class B and Class C shareholders of each Portfolio.

     If  the  Amended  and  Restated   Distribution  Plan  is  not  approved  by
shareholders of a particular Class, the current Distribution Plan for such Class
will continue to remain in effect.

The Board of Trustees  unanimously  recommends that  shareholders vote "For" the
approval of the Amended and Restated Distribution Plans.


PROPOSAL  6  -  APPROVAL   OF  A   FUNDAMENTAL   INVESTMENT   POLICY  TO  PERMIT
INTERPORTFOLIO LENDING

     The Portfolios existing investment policies do not allow for interportfolio
loans. Such a policy, if approved by shareholders of each Portfolio,  will allow
the Portfolios to loan money to each other if it makes good  financial  sense to
do so both on the part of the Portfolio lending the money and on the part of the
Portfolio  borrowing the money. A Portfolio  would lend money to generate income
on its cash  reserves.  By  dealing  with  each  other  instead  of  banks,  the
Portfolios  will be able to  borrow  money  more  cheaply  and lend  money  more
profitably  because  there will be no bank fees for these  transactions  and the
banks'  spread  (the  difference  between the rates that they  typically  charge
borrowers and pay lenders) will have been eliminated.  Moreover, any expenses of
a  Portfolio  in  maintaining  a  committed  line of credit with a bank to cover
emergency borrowing needs will be eliminated.

     If  approved  by  shareholders,  a Portfolio  will not  participate  in the
interportfolio lending program unless the Fund, on behalf of the Portfolio,  has
applied for and received  permission to do so from the  Securities  and Exchange
Commission. The granting of any such permission may be subject to conditions.

     Except for the Prime Money  Market  Portfolio,  each  Portfolio's  existing
investment  policy on borrowing  and lending  does not allow for  interportfolio
loans. If shareholders of a Portfolio approve this Proposal,  the Portfolio will
adopt a new  investment  policy which states that the  Portfolio  can borrow and
lend money through the  interportfolio  lending  program,  subject to compliance
with any conditions imposed by the Securities and Exchange Commission.

The Board of  Trustees  unanimously  recommends  that  shareholders  vote  "For"
approval  of a  new  fundamental  investment  policy  permitting  interportfolio
lending.


PROPOSAL  7 -  MODIFICATION  OF THE  PORTFOLIOS'  FUNDAMENTAL  POLICY  REGARDING
ISSUANCE  OF SENIOR  SECURITIES  (INCOME  PORTFOLIO,  S&P STARS  PORTFOLIO,  THE
INSIDERS SELECT FUND, LARGE CAP VALUE PORTFOLIO AND SMALL CAP VALUE PORTFOLIO).

     Each of the  Fund's  Portfolios  has a  fundamental  policy  regarding  the
issuance  of  senior  securities.  The  language  of the  Portfolios'  policies,
however,  varies. It is proposed that the policy on senior securities be revised
with respect to the Income, S&P STARS, The Insiders


                                       14
<PAGE>

Select  Fund,  Large Cap Value  and  Small Cap Value  Portfolios  of the Fund to
conform to the policy  that is expected  to become the  standard  for all of the
Fund's Portfolios.

     Although the definition of a "senior  security"  involves complex statutory
and  regulatory  concepts,  a senior  security  is  generally  thought  of as an
obligation  of a fund which has a claim to the fund's  assets or  earnings  that
takes  precedence  over the  claims  of the  fund's  shareholders.  The 1940 Act
generally prohibits mutual funds from issuing senior securities; however, mutual
funds are  permitted to engage in certain  types of  transactions  that might be
considered  "senior  securities"  as long as it maintains a  segregated  account
containing  liquid  securities in value equal to its obligations to pay cash for
the securities at a future date.

     Set forth below is the policy on issuance of senior securities, as proposed
to be modified:

          The  Portfolio  may not issue  any  senior  security  (as such term is
          defined  in  Section  18(f)  of the  1940  Act)  except  that  (a) the
          Portfolio may engage in  transactions  that may result in the issuance
          of  senior   securities  to  the  extent  permitted  under  applicable
          regulations and interpretations of the 1940 Act or an exemptive order;
          (b) the Portfolio may acquire other  securities,  the  acquisition  of
          which may result in the issuance of a senior  security,  to the extent
          permitted under applicable  regulations or interpretations of the 1940
          Act;  and  (c)  subject  to  the  Investment  Restriction  related  to
          Borrowing,  the  Portfolio  may borrow money as authorized by the 1940
          Act.

The Board of  Trustees  unanimously  recommends  that  shareholders  vote  "For"
approval of a modification  of a fundamental  policy  concerning the issuance of
senior securities.


PROPOSAL  8 -  APPROVAL  OF  AMENDMENTS  TO,  AND A  RESTATEMENT  OF, THE FUND'S
DECLARATION OF TRUST

     The Board of  Trustees  has  approved,  subject  to  shareholder  approval,
certain  amendments to the Fund's  Declaration of Trust. The amendments  clarify
and  broaden  the  powers  of the  Trustees  by  giving  them  authority  to (i)
reorganize, consolidate or merge the Fund or any Portfolio created in the future
with another  trust,  corporation  or other similar  entity,  or series  thereof
(Proposal  8(a));  (ii) reorganize,  consolidate or merge an existing  Portfolio
with another  trust,  corporation  or other similar  entity,  or series  thereof
(Proposal  8(b));   (iii)  provide  for  electronic  and  telephonic  voting  by
shareholders  (Proposal  8(c));  (iv) amend the Declaration of Trust without the
necessity of obtaining the favorable vote of  shareholders,  unless  required by
applicable law (Proposal  8(d)); and (v) grant voting rights based on the dollar
amount of a  shareholder's  investment  in a  Portfolio.  As you  consider  each
proposal, please review the text of the proposed amendments set forth in Exhibit
D.

     In  several  cases,   the  proposed   amendments  give  the  Trustees  more
flexibility  and,  subject  to  applicable  requirements  of the  1940  Act  and
Massachusetts  law,  broader  authority  to act. In other  cases,  the  proposed
amendment  merely  confirms and clarifies the Trustees'  ability to take





                                       15
<PAGE>

certain  action  already  permitted  them under the  Declaration of Trust in its
current form. The increased  flexibility provided by the proposed amendments may
allow  the  Trustees  to react  more  quickly  to  changes  in  competitive  and
regulatory conditions and, as a consequence,  may allow the Fund to operate in a
more efficient and economical manner.  Adoption of the proposed  amendments will
not alter in any way the Trustees'  existing  fiduciary  obligations to act with
due care and in the interest of shareholders.

     Proposals  8(a)  and  8(b) -  Consolidation  or  Merger  of the  Fund  or a
Portfolio or Transfer of the Fund's or a Portfolio's  Assets. The Declaration of
Trust does not contain an express  provision  regarding  the  reorganization  or
merger  of the  Fund or any  Portfolio  into  another  trust  or a  corporation,
partnership,  limited liability company or similar entity. Subject to applicable
state and federal law,  certain powers of the Trustees under the  Declaration of
Trust may be construed to allow the Trustees to  reorganize or merge the Fund or
any Portfolio in this manner without  shareholder  approval.  In order that this
power be  expressly  stated in the  Declaration  of  Trust,  the  Trustees  have
approved  certain  amendments  to the  Declaration  of  Trust  which  are  being
submitted for shareholder approval separately as Proposals 8(a) and 8(b).

     Under Proposal 8(a), the  shareholders of all Portfolios are being asked to
approve an amendment to the Declaration of Trust that would  expressly  permit a
majority of Trustees then in office to approve (i) the  consolidation  or merger
of the Fund or any  Portfolio  created  after  the  date on  which  shareholders
approve Proposal 8(a) into another trust or a corporation,  partnership, limited
liability  company or similar entity (or series thereof) or (ii) the transfer of
a substantial  portion of the assets by the Fund or any Portfolio  created after
the date on which  shareholders  approve  Proposal  8(a) to  another  trust or a
corporation, partnership, limited liability company or similar entity (or series
thereof).  Because it affects the Fund as a whole,  Proposal  8(a)  requires the
approval of a majority  of the shares of the Fund  outstanding  and  entitled to
vote (all Portfolios voting together as a single class).

     Under Proposal 8(b), the  shareholders of each Portfolio are being asked to
approve an amendment to the Declaration of Trust that would  expressly  permit a
majority of Trustees then in office to approve (i) the  consolidation  or merger
of their  Portfolio  into another trust or a corporation,  partnership,  limited
liability  company or similar entity (or series thereof) or (ii) the transfer of
a  substantial  portion of the assets by their  Portfolio to another  trust or a
corporation, partnership, limited liability company or similar entity (or series
thereof).  Proposal 8(b) is being considered  separately by shareholders of each
Portfolio;  the votes cast on Proposal  8(b) by  shareholders  of one  Portfolio
will,  therefore,  determine only whether the amendment is approved with respect
to that Portfolio.

     Although the Trustees have no present intention of reorganizing the Fund or
any  Portfolio,  they  may  determine  at  some  point  in  the  future  that  a
reorganization  would be in the interest of the Fund or one or more  Portfolios.
For example, to reduce the cost and scope of state and regulatory constraints or
to take advantage of more favorable tax treatment  offered by another state, the
Trustees may determine that it would be in shareholders'  interest to reorganize
the  Fund  to  domicile  it in  another  state  or to  change  its  legal  form.
Alternatively,  the Trustees may determine at some future point that the Fund or
a Portfolio has  insufficient  assets to invest  effectively or has  excessively
high  expense  levels.  Under  such  circumstances,   and  absent  other



                                       16
<PAGE>

viable alternatives,  the Trustees may determine that reorganizing the Fund or a
Portfolio  into a successor  entity that would be able to invest  effectively or
would be able to operate at acceptable  expense levels following  reorganization
is in the interest of  shareholders.  In each case, the Trustees believe that it
would be in the interest of shareholders for the Fund or a Portfolio to take the
necessary  action  without the delay and expense  associated  with a shareholder
meeting.

     In each instance,  whether under the current  Declaration of Trust or under
the   Declaration   of  Trust  as  amended,   the  Trustees   have  a  fiduciary
responsibility  to first  determine  that a  proposed  reorganization  is in the
interest  of the  affected  shareholders.  Any  exercise  of this  power is also
subject to any applicable requirements of the 1940 Act and Massachusetts law.

     In the event that shareholders do not approve Proposal 8(a) or shareholders
of a Portfolio  do not approve  Proposal  8(b),  the  Declaration  of Trust will
remain unchanged in that respect, and the Trustees will consider what action, if
any, should be taken.

     Proposal 8(c) - Electronic and Telephonic Voting. The Fund's Declaration of
Trust does not  expressly  address  the manner in which  proxies may be given by
shareholders.  The proposed  amendment will expressly permit proxies to be given
orally or by any  computerized,  telephonic or mechanical data gathering process
which,  should the Trustees  choose to authorize  these methods of voting in any
particular instance,  would offer shareholders greater flexibility to cast their
votes by phone or over the Internet in addition to using written proxies.

     In the  event  that  the  amendment  to the  Declaration  of Trust to allow
shareholders   to  give  proxies  orally  or  in  writing  or  pursuant  to  any
computerized, telephonic or mechanical data gathering process is not approved by
shareholders of the Fund, the Declaration of Trust will remain unchanged in this
respect and the Trustees will consider what action, if any, should be taken.

     Proposal  8(d) -  Amendments.  The Fund's  Declaration  of Trust  generally
requires the approval of the holders of a majority of the outstanding  shares of
the Fund (or series or class of shares on matters only  affecting such series or
class) to amend the Declaration of Trust. To enable the Fund to be more flexible
in the  operation  of its  Portfolios  and to respond  quickly and  favorably to
changing  markets without going to the expense and delay of holding a meeting of
shareholders,  the Trustees are seeking shareholder  approval of an amendment to
the Declaration of Trust that would permit amendments to the Fund's  Declaration
of Trust at any time by vote of a majority of the Trustees then in office unless
shareholder  approval is required by  applicable  law.  Except for the  proposed
amendments  referred to in Proposals  8(a) through 8(c) and Proposal  8(e),  the
Trustees have no present  intention of recommending any amendments to the Fund's
Declaration  of Trust.  As discussed  above,  such increased  authority  remains
subordinate to the Trustees'  continuing  fiduciary  obligations to act with due
care and in the interest of shareholders.

     In the  event  that the  proposed  amendment  regarding  amendments  to the
Declaration  of  Trust  is  not  approved  by  shareholders  of  the  Fund,  the
Declaration of Trust will remain unchanged in this respect and the Trustees will
consider what action, if any, should be taken.


                                       17
<PAGE>

     Proposal  8(e) -  Dollar-based  Voting  Rights.  The  Declaration  of Trust
currently  provides for share-based voting rights.  `Share-based  voting rights'
means that each Fund share is  entitled  to one vote.  When a fund has  multiple
portfolios  something  your  Fund now has - the share  prices of the  portfolios
differ.  If voting is share-based,  owners of lower priced shares have a greater
amount of influence on matters submitted to a shareholder vote than shareholders
holding an equivalent  amount of higher priced  shares.  The proposed  amendment
replaces   share-based   voting   rights  with   dollar-based   voting   rights.
>Dollar-based  voting  rights'  entitle  each  shareholder  to one vote for each
dollar of net asset value held by that  shareholder  regardless of the number of
shares held. Under dollar-based  voting rights, a shareholder's  voting power is
in direct proportion to the shareholder's investment in the Fund or a Portfolio.
The Example  below  illustrates  the  relative  effects of each system of voting
rights.

Example:

<TABLE>
<CAPTION>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                           Net Asset Value Per   Number of Shares Held     Share-Based Votes     Dollar-Based Votes
                                  Share
<S>                        <C>                   <C>                     <C>                     <C>

- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Portfolio A                       $1.00                   100                     100                    100
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Portfolio B                      $10.00                   100                     100                   1,000
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

     In the event that the proposed amendment  regarding  dollar-based voting is
not approved by  shareholders  of the Fund, the Declaration of Trust will remain
unchanged in this respect and the Trustees will  consider  what action,  if any,
should be taken. Even if the proposed amendment regarding dollar-based voting is
approved  by  shareholders   at  this  Meeting,   there  is  no  assurance  that
dollar-based  voting will be  implemented by the time of the holding of the next
meeting of shareholders.

     Please  read  the  text  of the  proposed  amendments  in  Exhibit  D.  The
description  in this Proxy  Statement of the amendments is only a summary of the
proposed changes.

     If  approved  by   shareholders,   Articles  of  Amendment  to  the  Fund's
Declaration  of Trust  reflecting  the changes so approved  will be executed and
filed  in  Massachusetts.  After  that  filing  becomes  effective,  a  Restated
Declaration  of Trust that only restates and  integrates  the  provisions of the
articles  as  theretofore  amended  will  also  be  executed  and  filed  in the
Commonwealth.

The Board of  Trustees  unanimously  recommends  that  shareholders  vote  "For"
approval of the amendments to the Fund's Declaration of Trust.


OTHER INFORMATION

     Voting  Information  and Discretion of the Persons Named as Proxies.  While
the Meeting is called upon to act upon any other business that may properly come
before  it, at the date of this  Proxy  Statement  the only  business  which the
management  intends to present or knows that others will present is the business
mentioned in the Notice of Meeting.  If any other  matters  lawfully come before
the Meeting,  and in all procedural matters at the Meeting,  it is the intention
that the enclosed  proxy shall be voted in accordance  with the best judgment of
the attorneys  named therein,  or their  substitutes,  present and acting at the
Meeting.


                                       18
<PAGE>

     If at the time any  session  of the  Meeting is called to order a quorum is
not present,  in person or by proxy, the persons named as proxies may vote those
proxies  which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but  sufficient  votes in favor of one or more of
the Proposals have not been  received,  the persons named as proxies may propose
one or more  adjournments  of the  Meeting  to permit  further  solicitation  of
proxies with respect to any such Proposal.  All such  adjournments  will require
the  affirmative  vote of a majority of the shares present in person or by proxy
at the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of the Proposal,  in
favor of such an adjournment,  and will vote those proxies  required to be voted
against the Proposal,  against any such adjournment.  A vote may be taken on one
or more of the Proposals in this Proxy Statement  prior to any such  adjournment
if sufficient  votes for its approval have been received and it is  appropriate.
Any adjourned  session or sessions may be held within 90 days after the date set
for the original Meeting without the necessity of further notice.

     Submission of Proposals for the Next Annual Meeting of the Fund.  Under the
Fund's  Agreement  and  Declaration  of Trust and  By-Laws,  annual  meetings of
shareholders  are not  required to be held unless  necessary  under the 1940 Act
(for  example,  when fewer than a majority of the Trustees  have been elected by
shareholders).  Therefore,  the Fund does not hold  shareholder  meetings  on an
annual  basis.  A shareholder  proposal  intended to be presented at any meeting
hereafter called should be sent to the Fund at 575 Lexington  Avenue,  New York,
New York 10022, and must be received by the Fund within a reasonable time before
the solicitation  relating thereto is made in order to be included in the notice
or proxy statement related to such meeting. The submission by a shareholder of a
proposal for inclusion in a proxy  statement  does not guarantee that it will be
included. Shareholder proposals are subject to certain regulations under federal
securities law.

IT IS  IMPORTANT  THAT  PROXIES BE  RETURNED  PROMPTLY.  IF YOU DO NOT EXPECT TO
ATTEND THE  MEETING,  PLEASE SIGN YOUR PROXY CARD  PROMPTLY AND RETURN IT IN THE
ENCLOSED  ENVELOPE  TO AVOID  UNNECESSARY  EXPENSE  AND  DELAY.  NO  POSTAGE  IS
NECESSARY.


                              By Order of the Board of Trustees,


                              Stephen A. Bornstein
                              Secretary
<PAGE>
                                                                       EXHIBIT A



                                     FORM OF

                              AMENDED AND RESTATED

                          INVESTMENT ADVISORY AGREEMENT

                             THE BEAR STEARNS FUNDS
                              575 Lexington Avenue
                            New York, New York 10022


                                                         _______ __, 2000


Bear Stearns Asset Management Inc.
575 Lexington Avenue
New York, New York 10022

Dear Sirs:

     The above-named investment company (the "Fund"), with respect to the series
named on Schedule 1 hereto,  as such  Schedule  may be revised from time to time
(each, a "Series"), herewith confirms its agreement with you as follows:

     The Fund desires to employ its capital by  investing  and  reinvesting  the
same in investments of the type and in accordance with the limitations specified
in its charter  documents and in its offering  documents  (Part A and Part B) as
from time to time in effect,  copies of which have been or will be  submitted to
you,  and in such manner and to such extent as from time to time may be approved
by the Fund's  Board.  The Fund  desires to employ you to act as its  investment
adviser.

     You may render services  through your own employees or the employees of one
or more affiliated  companies that are qualified to act as an investment adviser
to the Fund under  applicable  laws and are under your common control as long as
all such persons are functioning as part of an organized  group of persons,  and
such organized group of persons,  with respect to the services used by the Fund,
is managed at all times by your authorized officers.  It is also understood that
you may from time to time,  subject  to the  approval  by the  Fund's  Board and
shareholders of the Series, as necessary, employ or associate yourself with such
person or persons as you may believe to be particularly  fitted to assist you in
the performance of this Agreement.  You will be as fully responsible to the Fund
for the  acts and  omissions  of such  persons  as you are for your own acts and
omissions.  The  compensation of such person or persons shall be paid by you and
no obligation may be incurred on the Fund's behalf in any such respect.

     Subject to the  supervision  and  approval  of the Fund's  Board,  you will
provide investment  management of each Series' portfolio in accordance with such
Series'  investment  objectives  and  policies as stated in the Fund's  offering
documents  (Part A and Part B) as from time to time in  effect.  In  connection,
therewith,  you will obtain and provide  investment  research and will supervise
each  Series'


<PAGE>
investments and conduct a continuous  program of investment,  evaluation and, if
appropriate,  sale and  reinvestment of such Series assets.  You will furnish to
the Fund such statistical  information,  with respect to the investments which a
Series may hold or contemplate  purchasing,  as the Fund may reasonably request.
The Fund wishes to be informed of important  developments  materially  affecting
each Series' portfolio and shall expect you, on your own initiative,  to furnish
to the Fund from time to time such  information  as you may believe  appropriate
for this purpose.

     You shall  exercise  your best  judgment in  rendering  the  services to be
provided to the Fund  hereunder,  and the Fund agrees as an  inducement  to your
undertaking  the same that neither you nor any  Sub-Investment  Adviser shall be
liable  hereunder  for any error of  judgment  or mistake of law or for any loss
suffered by one or more Series,  provided that nothing herein shall be deemed to
protect or purport to protect  you or any  Sub-Investment  Adviser  against  any
liability to the Fund or a Series or to its security  holders to which you would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence  in the  performance  of your duties  hereunder  or by reason of your
reckless  disregard  of  your  obligations  or  duties  hereunder   (hereinafter
"Disabling  Conduct") or to which any Sub-Investment  Adviser would otherwise be
subject by reason of Disabling Conduct.

     In consideration of services rendered pursuant to this Agreement,  the Fund
will pay you on the first business day of each month a fee at the rate set forth
on  Schedule  1  hereto  or will  pay you in  accordance  with  the  methodology
described on additional  Schedules hereto.  Net asset value shall be computed on
such days and at such time or times as described in the Fund's then-current Part
A and  Part B.  The fee  for the  period  from  the  date of  execution  of this
Agreement to the end of the month during which this  Agreement has been executed
shall be pro-rated  according to the  proportion  which such period bears to the
full monthly period,  and upon any termination of this Agreement  before the end
of any month,  the fee for such part of a month shall be pro-rated  according to
the  proportion  which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.

     For the  purpose of  determining  fees  payable  to you,  the value of each
Series'  net assets  shall be  computed  in the manner  specified  in the Fund's
charter documents for the computation of the value of each Series' net assets.

     You will bear all  expenses  in  connection  with the  performance  of your
services  under  this  Agreement  and will  pay all  fees of any  Sub-Investment
Adviser in connection with its duties in respect of a Series. All other expenses
to be incurred in the  operation  of the Fund (other than those to be borne by a
Sub-Investment  Adviser, if any) will be borne by the Fund, except to the extent
specifically  assumed  by you.  The  expenses  to be borne by the Fund  include,
without limitation,  the following:  organizational costs, taxes, interest, loan
commitment  fees,  interest and  distributions  paid on  securities  sold short,
brokerage fees and  commissions,  if any, fees of Board members,  Securities and
Exchange  Commission  fees,  state  Blue  Sky  qualification   fees,   advisory,
administration  and fund accounting  fees,  charges of custodians,  transfer and
dividend disbursing agents fees, certain insurance premiums,  insurance coverage
against credit defaults and similar losses on securities held in a participating
Series'  money market fund  investment  portfolio,  industry  association  fees,
outside  auditing and legal  expenses,  costs of independent  pricing  services,
costs of  maintaining  a  Series'  existence,  costs  attributable  to  investor
services  (including,  without  limitation,  telephone and personnel  expenses),
costs of preparing  and  printing  prospectuses  and  statements  of  additional
information   for  regulatory   purposes  and  for




                                       2
<PAGE>

distribution  to  existing  shareholders,  costs of  shareholders'  reports  and
meetings, and any extraordinary expenses.

     The Fund understands that you now act, and that from time to time hereafter
you may act, as investment adviser to one or more other investment companies and
fiduciary or other  managed  accounts,  and the Fund has no objection to your so
acting, provided that when the purchase or sale of securities of the same issuer
is suitable for the  investment  objectives of two or more companies or accounts
managed  by you  which  have  available  funds  for  investment,  the  available
securities will be allocated in a manner believed by you to be equitable to each
company or  account.  It is  recognized  that in some cases this  procedure  may
adversely affect the price paid or received by one or more Series or the size of
the position obtainable for or disposed of by one or more Series.

     In addition, it is understood that the persons employed by you to assist in
the performance of your duties hereunder will not devote their full time to such
service and nothing  contained  herein shall be deemed to limit or restrict your
right or the right of any of your  affiliates  to engage in and devote  time and
attention to other businesses or to render services of whatever kind or nature.

     Any person, even though also your officer,  director,  partner, employee or
agent, who may be or become an officer,  Board member,  employee or agent of the
Fund,  shall be deemed,  when  rendering  services  to the Fund or acting on any
business of the Fund, to be rendering  such services to or acting solely for the
Fund and not as your officer, director, partner, employee, or agent or one under
your control or direction even though paid by you.

     You  shall  place  all  orders  for the  purchase  and  sale  of  portfolio
securities  for a Series  with  brokers or dealers  selected  by you,  which may
include brokers or dealers  affiliated  with you to the extent  permitted by the
Investment  Company  Act of 1940,  as amended  (the  "1940  Act") and the Fund's
policies  and  procedures  applicable  to the  Series.  You  shall use your best
efforts to seek to execute  portfolio  transactions  at prices which,  under the
circumstances,  result in total costs or proceeds  being the most favorable to a
Series.  In assessing the best overall terms available for any transaction,  you
shall  consider  all factors  you deem  relevant,  including  the breadth of the
market in the security,  the price of the security,  the financial condition and
execution capability of the broker or dealer, research services provided to you,
and the  reasonableness  of the  commission,  if  any,  both  for  the  specific
transaction  and on a continuing  basis. In no event shall you be under any duty
to obtain  the  lowest  commission  or the best net price for any  Series on any
particular transaction,  nor shall you be under any duty to execute any order in
a fashion either  preferential to any Series relative to other accounts  managed
by you or otherwise materially adverse to such other accounts.

     In  selecting   brokers  or  dealers  qualified  to  execute  a  particular
transaction,  brokers or dealers may be selected who also provide  brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to you and/or the other  accounts  over which you exercise
investment discretion. You are authorized to pay a broker or dealer who provides
such  brokerage  and research  services a commission  for  executing a portfolio
transaction for a Series which is in excess of the amount of commission  another
broker or dealer  would have  charged  for  effecting  that  transaction  if you
determine in good faith that the total  commission  is reasonable in relation to
the value of the  brokerage  and  research  services  provided by such broker or
dealer,  viewed in terms of either that  particular  transaction or your overall
responsibilities  with respect to accounts  over which you  exercise



                                       3
<PAGE>

investment  discretion.  You shall  report to the Board of  Trustees of the Fund
regarding any overall  commissions paid by a Series and their  reasonableness in
relation to their benefits to the Series. Any transactions for a Series that are
effected through an affiliated  broker-dealer on a national  securities exchange
of which such  broker-dealer  is a member will be effected  in  accordance  with
Section  11(a) of the  Securities  Exchange  Act of 1934,  as  amended,  and the
regulations  promulgated  thereunder.  Each Series  hereby  authorizes  any such
broker or dealer to retain  commissions for effecting such  transactions  and to
pay  out  of  such  retained  commissions  any  compensation  due to  others  in
connection with effectuating those transactions.

     In executing  portfolio  transactions for a Series,  you may, to the extent
permitted by  applicable  laws and  regulations,  but shall not be obligated to,
aggregate the securities to be sold or purchased with those of other  portfolios
or its other clients if, in your reasonable judgment,  such aggregation (i) will
result in an overall economic benefit to the Series,  taking into  consideration
the  advantageous  selling or purchase  price,  brokerage  commission  and other
expenses,  and  trading  requirements,  and  (ii) is not  inconsistent  with the
policies  set  forth  in the  Fund's  registration  statement  and  the  Series'
Prospectus  and Statement of  Additional  Information.  In such event,  you will
allocate the securities so purchased or sold,  and the expenses  incurred in the
transaction,  in an equitable manner, consistent with your fiduciary obligations
to the Series and such other clients.

     The Fund will indemnify you and any Sub-Investment  Adviser, your officers,
directors,  employees and agents (each, an "indemnitee")  against, and hold each
indemnitee harmless from, any and all losses,  claims,  damages,  liabilities or
expenses  (including  reasonable  counsel fees and expenses) not resulting  from
Disabling  Conduct  by  the  indemnitee.  Indemnification  shall  be  made  only
following:  (i) a final  decision  on the merits by a court or other body before
whom the  proceeding was brought that the indemnitee was not liable by reason of
Disabling  Conduct  or (ii) in the  absence  of such a  decision,  a  reasonable
determination,  based upon a review of the facts,  that the  indemnitee  was not
liable by reason of Disabling  Conduct by (a) the vote of a majority of a quorum
of Board members who are neither "interested persons" of the Fund nor parties to
the proceeding  ("disinterested  non-party Board members") or (b) an independent
legal  counsel  in a written  opinion.  Each  indemnitee  shall be  entitled  to
advances from the Fund for payment of the reasonable  expenses incurred by it in
connection  with the  matter as to which it is  seeking  indemnification  in the
manner  and to the  fullest  extent  permissible  under  the New  York  Business
Corporation Law. Each indemnitee shall provide to the Fund a written affirmation
of  its  good  faith  belief  that  the  standard  of  conduct   necessary   for
indemnification by the Fund has been met and a written  undertaking to repay any
such advance if it should  ultimately be determined that the standard of conduct
has not  been  met.  In  addition,  at  least  one of the  following  additional
conditions  shall be met: (a) the indemnitee  shall provide security in form and
amount  acceptable  to the Fund  for its  undertaking;  (b) the Fund is  insured
against losses  arising by reason of the advance;  or (c) a majority of a quorum
of disinterested  non-party Board members,  or independent  legal counsel,  in a
written  opinion,  shall  have  determined,  based on a review of facts  readily
available to the Fund at the time the advance is proposed to be made, that there
is reason to believe that the indemnitee will ultimately be found to be entitled
to indemnification. No provision of this Agreement shall be construed to protect
any Board member or officer of the Fund, or any  indemnitee,  from  liability in
violation of Sections 17(h) and (i) of the 1940 Act.

     As  to  each  Series,  this  Agreement  shall  become  effective  upon  its
execution,  shall  remain in force for a period of two (2) years  from that date
and thereafter  shall continue  automatically  for



                                       4
<PAGE>

successive annual periods, provided such continuance is specifically approved at
least  annually by (i) the Fund's Board;  or (ii) vote of a majority (as defined
in the 1940 Act) of such Series' outstanding voting securities, provided that in
either event its continuance  also is approved by a majority of the Fund's Board
members  who are not  "interested  persons"  (as defined in the 1940 Act) of any
party to this  Agreement,  by vote cast in person  at a meeting  called  for the
purpose  of  voting on such  approval.  As to each  Series,  this  Agreement  is
terminable  without penalty,  on 60 days' notice, by the Fund's Board or by vote
of holders of a majority of such Series'  shares or, upon not less than 90 days'
notice,  by you. This  Agreement also will  terminate  automatically,  as to the
relevant Series, in the event of its assignment (as defined in the 1940 Act).

         The Fund recognizes that from time to time your directors, officers and
employees may serve as trustees, directors,  partners, officers and employees of
other business trusts,  corporations,  partnerships or other entities (including
other investment  companies),  and that such other entities may include the name
"Bear  Stearns"  as part  of  their  name,  and  that  your  corporation  or its
affiliates  may enter into  investment  advisory or other  agreements  with such
other entities.  If you cease to act as the Fund's investment adviser,  the Fund
agrees that, at your request,  the Fund will take all necessary action to change
the name of the  Fund to a name  not  including  "Bear  Stearns"  in any form or
combination of words.

          This  Agreement  has  been  executed  on  behalf  of the  Fund  by the
undersigned  officer of the Fund in his capacity as an officer of the Fund.  The
obligations of this Agreement shall only be binding upon the assets and property
of the relevant  Series and shall not be binding upon any Board member,  officer
or shareholder of the Fund individually.

         If the foregoing is in  accordance  with your  understanding,  will you
kindly so indicate by signing and returning to us the enclosed copy hereof.

                                       Very truly yours,

                                       THE BEAR STEARNS FUNDS


                                       By:_______________________

Accepted:

BEAR STEARNS ASSET MANAGEMENT INC.


By:_______________________________


                                       5
<PAGE>

                                   SCHEDULE 1



Name of Series                          Annual Fee as a  Percentage
                                        of Average Daily Net Assets
Prime Money Market Portfolio                                     0.20%
Balanced Portfolio                                               0.65%
High Yield Total Return Portfolio                                0.60%
International Equity Portfolio                                   1.00%
S&P STARS Portfolio                                              0.75%
Focus List Portfolio                                             0.65%
Large Cap Value Portfolio                                        0.75%
Small Cap Value Portfolio                                        0.75%
Income Portfolio                                                 0.45%
Emerging Markets Debt Portfolio        Asset  level  up to $50  million,  1.00%;
                                       asset  level more than $50  million up to
                                       $100  million,  0.85%;  asset  level more
                                       than $100  million,  0.55%

The  Insiders Select Fund              See Schedule 2



<PAGE>


                                   SCHEDULE 2


Insiders Select Fund

     The Fund will pay you, at the end of each  month,  a monthly  advisory  fee
calculated  at an annual  rate of 1.0% of the Series'  average  daily net assets
during such month (the "Basic  Fee").  The Basic Fee will be adjusted each month
(the  "Monthly  Performance  Adjustment")  depending  on the extent to which the
investment performance of the Class of shares expected to bear the highest total
Series operating  expenses (as such Class from time to time may be designated by
the Fund's Board, the "Designated Class"), reflecting the deduction of expenses,
exceeds or is exceeded by the percentage  change in the investment record of the
Standard  & Poor's  MidCap  400 Index  (the  "MidCap  400") for the  immediately
preceding  twelve  calendar  months on a rolling basis.  The rate of the Monthly
Performance  Adjustment may increase or decrease the fee payable to you by up to
 .50% per annum of the Series' average daily net assets.

     The performance of the Designated Class during a performance period will be
calculated  by first  determining  the change in the Class' net asset  value per
share during the period,  assuming the reinvestment of distributions during that
period,  and then  expressing this amount as a percentage of the net asset value
per share at the  beginning  of the period.  The  performance  of the MidCap 400
during a performance  period is calculated as the sum of the change in the level
of the index during the period, plus the value of any dividends or distributions
made by the companies whose securities comprise the index accumulated to the end
of the period.

     The  total  advisory  fee,  payable  by the  Fund to you at the end of each
calendar month,  will be equal to the Basic Fee for the month adjusted upward or
downward for the month by the Monthly Performance  Adjustment for the month. The
monthly  advisory fee will be calculated as follows:  (1)  one-twelfth of the 1%
annual  basic fee rate will be applied to the Series'  average  daily net assets
over the most recent  calendar  month,  giving a dollar amount which will be the
Basic  Fee  for  that  month;  (2)  one-twelfth  of the  applicable  performance
adjustment fee rate from the table below will be applied to the Series'  average
daily net assets over the most recent  month,  giving a dollar amount which will
be  the  Monthly  Performance  Adjustment;   and  (3)  the  Monthly  Performance
Adjustment will then be added to or subtracted from the Basic Fee and the result
will be the amount payable by the Fund to you as the total advisory fee for that
month.


<PAGE>



     The full range of permitted fees on an annualized basis is as follows:
<TABLE>
<CAPTION>

        Percentage Point Difference Between Designated
         Class' Performance (Net of Expenses Including                                    Performance
         Advisory Fees) and Percentage Change in the              Basic Fee on Average    Adjustment
                 MidCap 400 Investment Record                     Daily Net Assets (%)     Rate (%)             Total Fee (%)
                 ----------------------------                           -----------       ------------          -------------

<S>                                                                      <C>                <C>                     <C>
+3.00 percentage points or more..............................            1.00%              0.50%                   1.50%
+2.75 percentage points or more but less
   less than + 3.00 percentage points........................            1.00%              0.40%                   1.40%
+2.50 percentage points or more but less
   than + 2.75 percentage points.............................            1.00%              0.30%                   1.30%
+2.25 percentage points or more but less
   than + 2.50 percentage points.............................            1.00%              0.20%                   1.20%
+2.00 percentage points or more but less
   than + 2.25 percentage points.............................            1.00%              0.10%                   1.10%
Less than + 2.00 percentage points but more
   than -2.00 percentage points..............................            1.00%              0.00%                   1.00%
- -2.00 percentage points or less but more
   than -2.25 percentage points..............................            1.00%             -0.10%                   0.90%
- -2.25 percentage points or less but more
   than -2.50 percentage points..............................            1.00%             -0.20%                   0.80%
- -2.50 percentage points or less but more
  than -2.75 percentage points...............................            1.00%             -0.30%                   0.70%
- -2.75 percentage points or less but more
   than -3.00 percentage points..............................            1.00%             -0.40%                   0.60%
- -3.00 percentage points or less..............................            1.00%             -0.50%                   0.50%
</TABLE>

     Performance  will be measured over a rolling  12-month  period based on the
fiscal year.

<PAGE>
                                                                       EXHIBIT B

                                     FORM OF

                        SUB-INVESTMENT ADVISORY AGREEMENT

                       BEAR STEARNS ASSET MANAGEMENT INC.
                              575 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022


                                                               _________ _, 2000


Marvin & Palmer Associates, Inc.
1201 N. Market Street-Suite 2300
Wilmington, Delaware  19801-1165

Dear Sirs:

     As you are  aware,  each  Series of The Bear  Stearns  Funds  (the  "Fund")
desires  to  employ  its  capital  by  investing  and  reinvesting  the  same in
investments of the type and in accordance with the limitations  specified in its
charter documents and in its Prospectus and Statement of Additional  Information
as from time to time in effect,  copies of which have been or will be  submitted
to you,  and in which  manner  and to such  extent  as from  time to time may be
approved by the Fund's  Board of Trustees  (the  "Board").  The Fund  intends to
employ us (the "Adviser") to act as its investment adviser pursuant to a written
agreement  (the  "Investment  Advisory  Agreement"),  a copy of  which  has been
provided to you. The Adviser desires to employ you to act as the  sub-investment
adviser to the International Equity Portfolio (the "Series").

     In this connection, it is understood that from time to time you will employ
or  associate  with  yourself  such  person or persons as you may  believe to be
particularly  fitted to assist you in the  performance of this  Agreement.  Such
person or persons  shall be officers or employees who are employed by you or the
Fund.  The  compensation  of such person or persons  shall be paid by you and no
obligation shall be incurred on the Fund's behalf in any such respect.

     Subject to the  supervision  and approval of the Adviser,  you will provide
investment  management of the Series'  portfolio in accordance  with the Series'
investment  objectives and policies as stated in its Prospectus and Statement of
Additional  Information as from time to time in effect. In connection therewith,
you will supervise the Series'  investments and conduct a continuous  program of
investment,  evaluation  and,  if  appropriate,  sales and  reinvestment  of the
Series'  assets.  You will  furnish to the Adviser or the Fund such  statistical
information,  with  respect  to the  investments  which the  Series  may hold or
contemplate  purchasing,  as the Adviser or the Fund may reasonably request. The
Fund and the Adviser  wish to be informed of important  developments  materially
affecting the Series' portfolio and shall expect you, on your own initiative, to
furnish to the Fund or the Adviser from time to time such information as you may
believe appropriate for this purpose.



<PAGE>

     You shall  exercise  your best  judgment in  rendering  the  services to be
provided  hereunder,  and,  to the extent  provided in the  Investment  Advisory
Agreement,  the Fund has agreed as an  inducement to your  undertaking  the same
that you shall not be liable  hereunder  for any error of judgment or mistake of
law or for any loss suffered by the Fund,  provided that nothing herein shall be
deemed to  protect  or  purport to protect  you  against  any  liability  to the
Adviser, the Fund or the Fund's security holders to which you would otherwise be
subject by reasons of willful misfeasance,  bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.

     In  consideration  of services  rendered  pursuant to this  Agreement,  the
Adviser  will pay you, in arrears,  by the  twentieth  day of each month,  a fee
calculated as set forth on Schedule 1 hereto.

     Net asset value shall be computed on such days and at such time or times as
described in the Series'  then-current  Prospectus  and  Statement of Additional
Information. The fee for the period from the date of execution of this Agreement
to the end of the month during which this  Agreement has been executed  shall be
pro-rated  according  to the  proportion  which  such  period  bears to the full
monthly period, and upon any termination of this Agreement before the end of any
month,  the fee for such part of a month  shall be  pro-rated  according  to the
proportion  which  such  period  bears to the full  monthly  period and shall be
payable within 10 business days of the date of termination of this Agreement.

     For the  purpose  of  determining  fees  payable  to you,  the value of the
Series'  net assets  shall be  computed  in the manner  specified  in the Fund's
charter documents for the computation of the value of the Series' net assets.

     You will bear all of your expenses in connection  with the  performance  of
your services under this Agreement. Except to the extent specifically assumed by
you,  all  expenses to be incurred in the  operation  of the Series  (other than
those  borne by the  Adviser)  will be borne by the Series,  including,  without
limitation,   the  following:   organizational  costs,  taxes,  interest,   loan
commitment  fees,  interest and  distributions  paid on  securities  sold short,
brokerage  fees and  commissions,  if any,  fees and expenses of Board  members,
Securities  and  Exchange  Commission  and state  Blue Sky  qualification  fees,
advisory,  administration,  distribution  and fund accounting  fees,  charges of
custodians, transfer and dividend disbursing agents' fees, fees paid pursuant to
a Rule 12b-1  Plan,  certain  insurance  premiums,  industry  association  fees,
outside  auditing and legal  expenses,  costs of independent  pricing  services,
costs of  maintaining  the Series'  existence,  costs  attributable  to investor
services  (including,  without  limitation,  telephone and personnel  expenses),
costs or shareholders' reports and meetings, and any extraordinary expenses.

     The  Adviser  understands  that you now act,  and  that  from  time to time
hereafter  you may act, as  investment  adviser to one or more other  investment
companies  and  fiduciary  or other  managed  accounts,  and the  Adviser has no
objection  to your so acting and  continuing  to so act pursuant to your current
agreements,  provided that, during the term of this Agreement, (i) if you charge
a management fee to any other  investment  company with an investment  objective
and policies  comparable to that of the Series that is



                                       2
<PAGE>

less than the fees as set forth in  Schedule  1, you shall  notify us and adjust
the fees for  managing  the Series to reflect such lower fee, and (ii) you shall
not enter any advisory  relationship with any other investment company sponsored
or managed by someone other than the Adviser if that  investment  company has an
investment  objective and policies  comparable to that of the Series and a lower
overall fee structure.

     In addition, it is understood that the persons employed by you to assist in
the performance of your duties hereunder will not devote their full time to such
services and nothing  contained herein shall be deemed to limit or restrict your
right or the right of any of your  affiliates  to engage in and devote  time and
attention to other businesses or to render services of whatever kind or nature.

     Any person, even though also your officer,  director,  partner, employee or
agent, who may be or become an officer,  Board member,  employee or agent of the
Fund,  shall be deemed,  when  rendering  services  to the Fund or acting on any
business of the Fund, to be rendering  such services to or acting solely for the
Fund and not as your officer, director, partner, employee, or agent or one under
your control or direction even though paid by you.

     You  shall  place  all  orders  for the  purchase  and  sale  of  portfolio
securities  for the Series with  brokers or dealers  selected by you,  which may
include  brokers or  dealers  affiliated  with you or the  Adviser to the extent
permitted by the Investment Company Act of 1940, as amended (the "1940 Act") and
the Fund's policies and procedures  applicable to the Series. You shall use your
best efforts to seek to execute  portfolio  transactions at prices which,  under
the circumstances, result in total costs or proceeds being the most favorable to
the Series.  In assessing the best overall terms available for any  transaction,
you shall consider all factors you deem  relevant,  including the breadth of the
market in the security,  the price of the security,  the financial condition and
execution capability of the broker or dealer, research services provided to you,
and the  reasonableness  of the  commission,  if  any,  both  for  the  specific
transaction  and on a continuing  basis. In no event shall you be under any duty
to obtain  the  lowest  commission  or the best net price for any  Series on any
particular transaction,  nor shall you be under any duty to execute any order in
a fashion either  preferential to the Series relative to other accounts  managed
by you or otherwise materially adverse to such other accounts.

     In arranging for the execution of a particular transaction,  you may select
brokers or dealers who also provide  brokerage  and research  services (as those
terms are defined in Section  28(e) of the  Securities  Exchange Act of 1934) to
you and/or the other accounts over which you exercise investment discretion. You
are  authorized  to pay a broker or  dealer  who  provides  such  brokerage  and
research  services a commission  for executing a portfolio  transaction  for the
Series which is in excess of the amount of commission  another  broker or dealer
would have charged for effecting that transaction if you determine in good faith
that  the  total  commission  is  reasonable  in  relation  to the  value of the
brokerage  and research  services  provided by such broker or dealer,  viewed in
terms of either that  particular  transaction  or your overall  responsibilities
with respect to accounts  over which you  exercise  investment  discretion.  You
shall report to the Board of Trustees of the Fund regarding overall  commissions
paid by the Series and their reasonableness in relation to their benefits to the
Series.   Any   transactions   for  the  Series  that  are  effected



                                       3
<PAGE>

through a  broker-dealer  that is  affiliated  with the  Adviser,  on a national
securities  exchange of which such broker-dealer is a member will be effected in
accordance  with  Section  11(a) of the  Securities  Exchange  Act of  1934,  as
amended,  and  the  regulations  promulgated   thereunder.   The  Series  hereby
authorizes  any such broker or dealer to retain  commissions  for effecting such
transactions and to pay out of such retained commissions any compensation due to
others in connection with effectuating those transactions.

     In executing portfolio  transactions for the Series, you may, to the extent
permitted by  applicable  laws and  regulations,  but shall not be obligated to,
aggregate the securities to be sold or purchased with those of other  portfolios
or your other clients if, in your reasonable judgment, such aggregation (i) will
result in an overall economic benefit to the Series,  taking into  consideration
the  advantageous  selling or purchase  price,  brokerage  commission  and other
expenses,  and  trading  requirements,  and  (ii) is not  inconsistent  with the
policies  set  forth  in the  Fund's  registration  statement  and  the  Series'
Prospectus and Statement of Additional  Information.  In such event,  you hereby
agree to allocate the securities so purchased or sold, and the expenses incurred
in the  transaction,  in an equitable  manner,  consistent  with your  fiduciary
obligations to the Series and such other clients. The Adviser recognizes that in
some cases this procedure may adversely affect the price paid or received by the
Series or the size of the position obtainable for or disposed of by the Series.

     This Agreement shall become  effective upon its execution,  shall remain in
force for a period of two (2) years from that date and thereafter shall continue
automatically  for  successive  annual  periods,  provided such  continuance  is
specifically approved at least annually by (i) the Fund's Board or (ii) the vote
of a  majority  (as  defined in the 1940 Act of the  Fund's  outstanding  voting
securities,  provided that in either event its continuance also is approved by a
majority  of the Fund's  Board  members  who are not  "interested  persons"  (as
defined in said Act) of any party to this Agreement, by vote cast in person at a
meeting  called for the purpose of voting on such  approval.  This  Agreement is
terminable  without penalty (i) by the Adviser upon 60 days' notice to you, (ii)
by the  Fund's  Board or by vote of the  holders of a  majority  of the  Series'
shares upon 60 days'  notice to you, or (iii) by you upon not less than 90 days'
notice  to the  Fund  and  the  Adviser.  This  Agreement  also  will  terminate
automatically  in the event of its  assignment  (as  defined  in said  Act).  In
addition,  notwithstanding  anything  herein to the contrary,  if the Investment
Advisory  Agreement  terminates for any reason,  this Agreement  shall terminate
effective upon the date the Investment Advisory Agreement terminates.

     All assets of the Series'  shall be  maintained  for  safekeeping  with the
Fund's custodian (and  sub-custodian  network) and you shall not have custody of
the assets of the Series. Each party hereto also represents and warrants that it
is duly  authorized to enter this  Agreement and has caused this Agreement to be
executed by a duly authorized representative.

     If the foregoing is in accordance with your understanding,  will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

                                Very truly yours,

                                BEAR STEARNS ASSET MANAGEMENT INC.


                                By:_______________________________________

                                Title:______________________________________


Accepted:

MARVIN & PALMER ASSOCIATES, INC.

By:__________________________

Title:_________________________


Attest:

By:___________________________


                                       4
<PAGE>

                                   SCHEDULE 1


     In consideration of the services rendered  pursuant to this Agreement,  the
Adviser  will  pay to  Marvin  &  Palmer  Associates,  Inc.  a  monthly  payment
calculated on an annual basis as set forth below:

=========================================== ===============================
          Portfolio's Average                 Annual Fee as a Percentage
          Daily Net Assets at                   of Total Average Daily
          Relevant Month-End                          Net Assets
=========================================== ===============================

Up to $25 million                                       0.00%
More than $25 million up to $50 million                 0.20%
More than $50 million up to $65 million                 0.45%
More than $65 million                                   0.60%
=========================================== ===============================

<PAGE>
                                                                     EXHIBIT C-1


                                     FORM OF
                             THE BEAR STEARNS FUNDS
                              AMENDED AND RESTATED
                                DISTRIBUTION PLAN
                                (CLASS A SHARES)

     WHEREAS,  The Bear Stearns  Funds (the  "Trust")  engages in business as an
open-end  management  investment  company  and is  registered  as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS,  shares of the Trust  are  divided  into  separate  portfolios  of
investments,  each with  different  investment  objectives  and policies (each a
"Portfolio")  and, in turn each Portfolio is divided into separate classes (each
a "Class");

     WHEREAS,  the Trust  desires to adopt this  Distribution  Plan (the "Plan")
pursuant to Rule 12b-1 under the Act (the  "Rule") with respect to each Class of
"A" Shares of each Portfolio listed on Schedule 1 annexed hereto;

     WHEREAS,  the  public  offering  price  for Class A Shares is the net asset
value that the Trust  calculates  after an order is placed  plus the  applicable
sales  charge,  all as  described  in the Trust's  prospectuses  or statement of
additional information on file with the Securities and Exchange Commission which
is part of the most recent  registration  statement  effective from time to time
under the Securities Act of 1933, as amended;

     WHEREAS,  the  Trust's  Board has  determined  that  there is a  reasonable
likelihood  that  adoption of this Plan will  benefit the  Portfolios  and their
shareholders; and

     WHEREAS,  the Trust employs Bear, Stearns & Co. Inc. (the "Distributor") as
Distributor of the Portfolios'  shares (the "Shares") pursuant to a Distribution
Agreement dated February 22, 1995.

     NOW, THEREFORE,  the Trust hereby adopts, and the Distributor hereby agrees
to the terms of,  this Plan in  accordance  with Rule 12b-1 under the Act on the
following terms and conditions:

     1.   (a)  Each Portfolio  shall pay the  Distributor  for  distributing its
               Class "A" Shares a monthly  fee at the  annual  rate set forth on
               Schedule 1.

          (b)  The  Distributor  may  pay  one or more  third  parties  a fee in
               respect of any Class "A" Shares owned by  investors  for whom the
               third  party is the dealer or holder of record.  The  Distributor
               shall  determine the amounts to be paid to such third parties and
               the basis on which  such  payments  will be made.  Payments  to a
               third party are subject to compliance by the third party with the
               terms of any related Plan  agreement  between the third party and
               the Distributor.

          (c)  To the extent that any  payments  made by the  Distributor,  Bear
               Stearns Funds Management Inc., Bear Stearns Asset Management Inc.
               or any  sub-adviser,  directly




<PAGE>

               or through an affiliate (in each case,  from its own  resources),
               should  be  deemed  to be  indirect  financing  of  any  activity
               primarily  intended  to result  in the sale of Class  "A"  Shares
               within  the  context  of the Rule,  then such  payments  shall be
               deemed to be authorized by this Plan.

          (d)  For the purposes of determining the fees payable under this Plan,
               the  value of the net  assets  of the  Class  "A"  Shares of each
               Portfolio  shall  be  computed  in the  manner  specified  in the
               Trust's  charter  documents as then in effect for the computation
               of the value of net assets.

2.     The terms and provisions of this Plan shall be interpreted and defined in
       a manner consistent with the provisions and definitions  contained in (i)
       the Act, (ii) the Rule and (iii) Section 2830 of the National Association
       of Securities Dealers, Inc. Business Conduct Rules or its successor.

3.     As to any  Portfolio  or its Class "A"  Shares,  this Plan shall not take
       effect until it, together with any related  agreement,  has been approved
       by vote  of a  majority  of both  (a) the  Trust's  Board  and (b)  those
       Trustees who are not "interested persons" of the Trust (as defined by the
       Act)  and who  have no  direct  or  indirect  financial  interest  in the
       operation of this Plan or any  agreements  related to it (the "Rule 12b-1
       Trustees")  cast in person  at a meeting  (or  meetings)  called  for the
       purpose of voting on this Plan and such related agreements.

4.     As to any  Portfolio  or its Class "A"  Shares,  as the case may be, this
       Plan shall  remain in effect for one year from the date on which the Plan
       was first  executed and shall  continue in effect  thereafter  so long as
       such continuance is specifically approved at least annually in the manner
       provided for approval of this Plan in paragraph 3.

5.     The  Distributor  shall  provide to the Trust's Board and the Board shall
       review,  at least  quarterly,  a written report of amounts paid hereunder
       and the purposes for which they were made.

6.     As to any  Portfolio  or its Class "A"  Shares,  as the case may be, this
       Plan  may be  terminated  at any time by vote of a  majority  of the Rule
       12b-1  Trustees  or by a vote of a  majority  of its  outstanding  voting
       securities.

7.     This  Plan may not be  amended  to  increase  materially  the  amount  of
       compensation payable pursuant to paragraph 1 hereof unless such amendment
       is approved  by a vote of at least a majority  (as defined in the Act) of
       the outstanding  voting securities of the relevant Portfolio or its Class
       "A"  Shares.  No  material  amendment  to the Plan  shall be made  unless
       approved in the manner provided in paragraph 3 hereof.

8.     While  this  Plan is in  effect,  the  selection  and  nomination  of the
       Trustees  who are not  interested  persons (as defined in the Act) of the
       Trust shall be  committed to the  discretion  of the Trustees who are not
       such interested persons.

9.     The Trust shall preserve  copies of this Plan and any related  agreements
       and all reports made pursuant to paragraph 5 hereof,  for a period of not
       less than six years from the date of this Plan, any such agreement or any
       such  report,  as the case  may be,  the  first  two  years in an  easily
       accessible place.


                                       2
<PAGE>

10.    The name The Bear Stearns  Funds is the  designation  of the Trustees for
       the time  being  under  an  Agreement  and  Declaration  of  Trust  dated
       September 29, 1994, as amended from time to time, and all persons dealing
       with the  Trust  must  look  solely  to the  property  of the  Trust  for
       enforcement  of any claims  against  the Trust as neither  the  Trustees,
       officers,  agents or  shareholders  assume  any  personal  liability  for
       obligations entered into on behalf of the Trust.

     IN WITNESS  WHEREOF,  the Trust, on behalf each Portfolio and its Class "A"
Shares,  and the  Distributor  have  executed this Plan as of the date set forth
below.

September 8, 1997;amended and restated February 10, 1999 and _________ __, 2000.


                                             THE BEAR STEARNS FUNDS


                                             By:_______________________


                                             BEAR, STEARNS & CO. INC.


                                             By: _______________________




                                       3
<PAGE>


                                   SCHEDULE 1

Name of Series                                    Class "A" Shares *
- --------------                                    ----------------
S&P STARS Portfolio                                     0.25%
Large Cap Value Portfolio                               0.25%
Small Cap Value Portfolio                               0.25%
Income Portfolio                                        0.10%
The Insiders Select Fund                                0.25%
Focus List Portfolio                                    0.25%
Balanced Portfolio                                      0.25%
High Yield Total Return Portfolio                       0.10%
International Equity Portfolio                          0.25%
Emerging Markets Debt Portfolio                         0.10%

- ------------------------
Schedule I amended and restated as of __________ ___, 2000.


*        Annual Fee as a Percentage of Average Daily Net Assets.
<PAGE>
                                                                     EXHIBIT C-2


                                     FORM OF
                             THE BEAR STEARNS FUNDS
                              AMENDED AND RESTATED
                                DISTRIBUTION PLAN
                               (CLASS "B" SHARES)

     WHEREAS,  The Bear Stearns  Funds (the  "Trust")  engages in business as an
open-end  management  investment  company  and is  registered  as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS,  shares of the Trust  are  divided  into  separate  portfolios  of
investments,  each with  different  investment  objectives  and policies (each a
"Portfolio")  and, in turn each Portfolio is divided into separate classes (each
a "Class");

     WHEREAS,  the Trust  desires to adopt this  Distribution  Plan (the "Plan")
pursuant to Rule 12b-1 under the Act (the  "Rule") with respect to each Class of
"B" Shares of each Portfolio listed on Schedule 1 annexed hereto;

     WHEREAS,  the  public  offering  price  for Class B Shares is the net asset
value that the Trust  calculates  after an order is placed with no initial sales
charge, but subject to a contingent deferred sales charge if the shares are sold
within six years of purchase,  all as described in the Trust's  prospectuses  or
statement of additional  information  on file with the  Securities  and Exchange
Commission  which is part of the most recent  registration  statement  effective
from time to time under the Securities Act of 1933, as amended;

     WHEREAS,  the  Trust's  Board has  determined  that  there is a  reasonable
likelihood  that  adoption of this Plan will  benefit the  Portfolios  and their
shareholders; and

     WHEREAS,  the Trust employs Bear, Stearns & Co. Inc. (the "Distributor") as
Distributor of the Portfolios'  shares (the "Shares") pursuant to a Distribution
Agreement dated February 22, 1995.

     NOW, THEREFORE,  the Trust hereby adopts, and the Distributor hereby agrees
to the terms of,  this Plan in  accordance  with Rule 12b-1 under the Act on the
following terms and conditions:

1.   (a)       Each Portfolio  shall pay the Distributor  for  distributing  its
               Class "B" Shares a monthly  fee at the  annual  rate set forth on
               Schedule 1.

     (b)       The  Distributor  may  pay  one or more  third  parties  a fee in
               respect of any Class "B" Shares owned by  investors  for whom the
               third  party is the dealer or holder of record.  The  Distributor
               shall  determine the amounts to be paid to such third parties and
               the basis on which  such  payments  will be made.  Payments  to a
               third party are subject to compliance by the third party with the
               terms of any related Plan  agreement  between the third party and
               the Distributor.


<PAGE>

       (c)     To the extent that any  payments  made by the  Distributor,  Bear
               Stearns Funds Management Inc., Bear Stearns Asset Management Inc.
               or any  sub-adviser,  directly or through an  affiliate  (in each
               case,  from its own  resources),  should be deemed to be indirect
               financing  of any  activity  primarily  intended to result in the
               sale of Class "B"  Shares  within the  context of the Rule,  then
               such payments shall be deemed to be authorized by this Plan.

       (d)     For the purposes of determining the fees payable under this Plan,
               the  value of the net  assets  of the  Class  "B"  Shares of each
               Portfolio  shall  be  computed  in the  manner  specified  in the
               Trust's  charter  documents as then in effect for the computation
               of the value of net assets.

2.     The terms and provisions of this Plan shall be interpreted and defined in
       a manner consistent with the provisions and definitions  contained in (i)
       the Act, (ii) the Rule and (iii) Section 2830 of the National Association
       of Securities Dealers, Inc. Business Conduct Rules or its successor.

3.     As to any  Portfolio  or its Class "B"  Shares,  this Plan shall not take
       effect until it, together with any related  agreement,  has been approved
       by vote  of a  majority  of both  (a) the  Trust's  Board  and (b)  those
       Trustees who are not "interested persons" of the Trust (as defined by the
       Act)  and who  have no  direct  or  indirect  financial  interest  in the
       operation of this Plan or any  agreements  related to it (the "Rule 12b-1
       Trustees")  cast in person  at a meeting  (or  meetings)  called  for the
       purpose of voting on this Plan and such related agreements.

4.     As to any  Portfolio  or its Class "B"  Shares,  as the case may be, this
       Plan shall  remain in effect for one year from the date on which the Plan
       was first  executed and shall  continue in effect  thereafter  so long as
       such continuance is specifically approved at least annually in the manner
       provided for approval of this Plan in paragraph 3.

5.     The  Distributor  shall  provide to the Trust's Board and the Board shall
       review,  at least  quarterly,  a written report of amounts paid hereunder
       and the purposes for which they were made.

6.     As to any  Portfolio  or its Class "B"  Shares,  as the case may be, this
       Plan  may be  terminated  at any time by vote of a  majority  of the Rule
       12b-1  Trustees  or by a vote of a  majority  of its  outstanding  voting
       securities.

7.     This  Plan may not be  amended  to  increase  materially  the  amount  of
       compensation payable pursuant to paragraph 1 hereof unless such amendment
       is approved  by a vote of at least a majority  (as defined in the Act) of
       the outstanding  voting securities of the relevant Portfolio or its Class
       "B"  Shares.  No  material  amendment  to the Plan  shall be made  unless
       approved in the manner provided in paragraph 3 hereof.

8.     While  this  Plan is in  effect,  the  selection  and  nomination  of the
       Trustees  who are not  interested  persons (as defined in the Act) of the
       Trust shall be  committed to the  discretion  of the Trustees who are not
       such interested persons.


                                       2
<PAGE>

9.     The Trust shall preserve copies of  this Plan and any related  agreements
       and all reports made pursuant to  paragraph 5 hereof, for a period of not
       less than six years from the date  of this Plan,  any such  agreement  or
       any such  report,  as the case may  be,  the first two years in an easily
       accessible place.

10.    The name The Bear Stearns  Funds is the  designation  of the Trustees for
       the time  being  under  an  Agreement  and  Declaration  of  Trust  dated
       September 29, 1994, as amended from time to time, and all persons dealing
       with the  Trust  must  look  solely  to the  property  of the  Trust  for
       enforcement  of any claims  against  the Trust as neither  the  Trustees,
       officers,  agents or  shareholders  assume  any  personal  liability  for
       obligations entered into on behalf of the Trust.

     IN WITNESS  WHEREOF,  the Trust, on behalf each Portfolio and its Class "B"
Shares,  and the  Distributor  have  executed this Plan as of the date set forth
below.

September 8, 1997;  amended and restated  February 10, 1999 and __________  ____
2000.


                                         THE BEAR STEARNS FUNDS


                                         By:_______________________


                                         BEAR, STEARNS & CO. INC.


                                         By: _______________________




                                       3
<PAGE>

                                   SCHEDULE 1

Name of Series                                    Class "B" Shares *
- --------------                                    ----------------
S&P STARS Portfolio                                     0.75%
Large Cap Value Portfolio                               0.75%
Small Cap Value Portfolio                               0.75%
Income Portfolio                                        0.75%
The Insiders Select Fund                                0.75%
Focus List Portfolio                                    0.75%
Balanced Portfolio                                      0.75%
High Yield Total Return Portfolio                       0.75%
International Equity Portfolio                          0.75%
Emerging Markets Debt Portfolio                         0.75%

- ------------------------
Schedule I amended and restated as of __________ ___, 2000.


*  Annual Fee as a Percentage of Average Daily Net Assets.
<PAGE>
                                                                     EXHIBIT C-3


                                     FORM OF
                             THE BEAR STEARNS FUNDS
                              AMENDED AND RESTATED
                                DISTRIBUTION PLAN
                               (Class "C" Shares)

     WHEREAS,  The Bear Stearns  Funds (the  "Trust")  engages in business as an
open-end  management  investment  company  and is  registered  as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS,  shares of the Trust  are  divided  into  separate  portfolios  of
investments,  each with  different  investment  objectives  and policies (each a
"Portfolio")  and, in turn each Portfolio is divided into separate classes (each
a "Class");

     WHEREAS,  the Trust  desires to adopt this  Distribution  Plan (the "Plan")
pursuant to Rule 12b-1 under the Act (the  "Rule") with respect to each Class of
"C" Shares of each Portfolio listed on Schedule 1 annexed hereto;

     WHEREAS,  the  public  offering  price  for Class C Shares is the net asset
value that the Trust  calculates  after an order is placed with no initial sales
charge, but subject to a contingent deferred sales charge if the shares are sold
within the first year of purchase,  all as described in the Trust's prospectuses
or statement of additional  information on file with the Securities and Exchange
Commission  which is part of the most recent  registration  statement  effective
from time to time under the Securities Act of 1933, as amended;

     WHEREAS,  the  Trust's  Board has  determined  that  there is a  reasonable
likelihood  that  adoption of this Plan will  benefit the  Portfolios  and their
shareholders; and

     WHEREAS,  the Trust employs Bear, Stearns & Co. Inc. (the "Distributor") as
Distributor of the Portfolios'  shares (the "Shares") pursuant to a Distribution
Agreement dated February 22, 1995.

     NOW, THEREFORE,  the Trust hereby adopts, and the Distributor hereby agrees
to the terms of,  this Plan in  accordance  with Rule 12b-1 under the Act on the
following terms and conditions:

1.   (a)       Each Portfolio  shall pay the Distributor  for  distributing  its
               Class "C" Shares a monthly  fee at the  annual  rate set forth on
               Schedule 1.

     (b)       The  Distributor  may  pay  one or more  third  parties  a fee in
               respect of any Class "C" Shares owned by  investors  for whom the
               third  party is the dealer or holder of record.  The  Distributor
               shall  determine the amounts to be paid to such third parties and
               the basis on which  such  payments  will be made.  Payments  to a
               third party are subject to compliance by the third party with the
               terms of any related Plan  agreement  between the third party and
               the Distributor.

     (c)       To the extent that any  payments  made by the  Distributor,  Bear
               Stearns Funds Management Inc., Bear Stearns Asset Management Inc.
               or any  sub-adviser,  directly


<PAGE>

               or through an affiliate (in each case,  from its own  resources),
               should  be  deemed  to be  indirect  financing  of  any  activity
               primarily  intended  to result  in the sale of Class  "C"  Shares
               within  the  context  of the Rule,  then such  payments  shall be
               deemed to be authorized by this Plan.

     (d)       For the purposes of determining the fees payable under this Plan,
               the  value of the net  assets  of the  Class  "C"  Shares of each
               Portfolio  shall  be  computed  in the  manner  specified  in the
               Trust's  charter  documents as then in effect for the computation
               of the value of net assets.

2.     The terms and provisions of this Plan shall be interpreted and defined in
       a manner consistent with the provisions and definitions  contained in (i)
       the Act, (ii) the Rule and (iii) Section 2830 of the National Association
       of Securities Dealers, Inc. Business Conduct Rules or its successor.

3.     As to any  Portfolio  or its Class "C"  Shares,  this Plan shall not take
       effect until it, together with any related  agreement,  has been approved
       by vote  of a  majority  of both  (a) the  Trust's  Board  and (b)  those
       Trustees who are not "interested persons" of the Trust (as defined by the
       Act)  and who  have no  direct  or  indirect  financial  interest  in the
       operation of this Plan or any  agreements  related to it (the "Rule 12b-1
       Trustees")  cast in person  at a meeting  (or  meetings)  called  for the
       purpose of voting on this Plan and such related agreements.

4.     As to any  Portfolio  or its Class "C"  Shares,  as the case may be, this
       Plan shall  remain in effect for one year from the date on which the Plan
       was first  executed and shall  continue in effect  thereafter  so long as
       such continuance is specifically approved at least annually in the manner
       provided for approval of this Plan in paragraph 3.

5.     The  Distributor  shall  provide to the Trust's Board and the Board shall
       review,  at least  quarterly,  a written report of amounts paid hereunder
       and the purposes for which they were made.

6.     As to any  Portfolio  or its Class "C"  Shares,  as the case may be, this
       Plan  may be  terminated  at any time by vote of a  majority  of the Rule
       12b-1  Trustees  or by a vote of a  majority  of its  outstanding  voting
       securities.

7.     This  Plan may not be  amended  to  increase  materially  the  amount  of
       compensation payable pursuant to paragraph 1 hereof unless such amendment
       is approved  by a vote of at least a majority  (as defined in the Act) of
       the outstanding  voting securities of the relevant Portfolio or its Class
       "C"  Shares.  No  material  amendment  to the Plan  shall be made  unless
       approved in the manner provided in paragraph 3 hereof.

8.     While  this  Plan is in  effect,  the  selection  and  nomination  of the
       Trustees  who are not  interested  persons (as defined in the Act) of the
       Trust shall be  committed to the  discretion  of the Trustees who are not
       such interested persons.

9.     The Trust shall preserve  copies of this Plan and any related  agreements
       and all reports made pursuant to paragraph 5 hereof,  for a period of not
       less than six years from the date of



                                       2
<PAGE>

       this Plan, any such agreement or any such report, as the case may be, the
       first two years in an easily accessible place.

10.    The name The Bear Stearns  Funds is the  designation  of the Trustees for
       the time  being  under  an  Agreement  and  Declaration  of  Trust  dated
       September 29, 1994, as amended from time to time, and all persons dealing
       with the  Trust  must  look  solely  to the  property  of the  Trust  for
       enforcement  of any claims  against  the Trust as neither  the  Trustees,
       officers,  agents or  shareholders  assume  any  personal  liability  for
       obligations entered into on behalf of the Trust.

     IN WITNESS  WHEREOF,  the Trust, on behalf each Portfolio and its Class "C"
Shares,  and the  Distributor  have  executed this Plan as of the date set forth
below.

September 8, 1997; amended and restated February 10, 1999 and ________  ___2000.


                                           THE BEAR STEARNS FUNDS


                                           By:_______________________


                                           BEAR, STEARNS & CO. INC.


                                           By: _______________________




                                       3
<PAGE>

                                   SCHEDULE 1

Name of Series                                       Class "C" Shares *
- --------------                                       ----------------
S&P STARS Portfolio                                        0.75%
Large Cap Value Portfolio                                  0.75%
Small Cap Value Portfolio                                  0.75%
Income Portfolio                                           0.75%
The Insiders Select Fund                                   0.75%
Focus List Portfolio                                       0.75%
Balanced Portfolio                                         0.75%
High Yield Total Return Portfolio                          0.75%
International Equity Portfolio                             0.75%
Emerging Markets Debt Portfolio                            0.75%

- ------------------------
Schedule I amended and restated as of __________ ___, 2000.


*  Annual Fee as a Percentage of Average Daily Net Assets.
<PAGE>
                                                                       EXHIBIT D

                             THE BEAR STEARNS FUNDS

                               PROPOSED AMENDMENTS
                       TO THE FUND'S DECLARATION OF TRUST


     The changes to the Declaration of Trust described in Proposals 8(a) through
8(e) are shown below. Where an existing  provision will be amended,  language to
be added is shown in boldface type and double  underlined  while  language to be
deleted is shown in italic type surrounded by brackets.

Proposal 8(a) - to permit the  Trustees to  reorganize  the  Fund and any future
                Portfolio without shareholder approval.

     If  shareholders  approve this proposal,  the following new section will be
added to Article IX of the Declaration of Trust:

               "Section  9.  Reorganization  of Trust or  Series  Created  After
          [Insert  Date of  Shareholder  Approval].  At any  time,  by vote of a
          majority of the Trustees then in office, the Trust, or any one or more
          series of Shares created after [insert date of shareholder  approval],
          may,  either  as  the  successor,   survivor,  or  non-survivor,   (1)
          consolidate  or merge  with one or more  other  trusts,  partnerships,
          limited liability  companies,  associations or corporations (or series
          of any of the foregoing)  organized under the laws of The Commonwealth
          of  Massachusetts  or any other state of the United States,  to form a
          consolidated or merged trust, partnership,  limited liability company,
          association or corporation  (or series of any of the foregoing)  under
          the laws of which any one of the constituent entities is organized, or
          (2) transfer a substantial  portion of its assets to one or more other
          trusts,  partnerships,  limited liability  companies,  associations or
          corporations  (or series of any of the foregoing)  organized under the
          laws of The  Commonwealth of  Massachusetts  or any other state of the
          United States, or have one or more such trusts, partnerships,  limited
          liability companies, associations or corporations (or series of any of
          the foregoing) transfer a substantial portion of its assets to it, any
          such  consolidation,  merger or  transfer  to be upon  such  terms and
          conditions as are specified in an agreement and plan of reorganization
          authorized and approved by the Trustees and entered into by the Trust,
          or one or more  of such  series  of  Shares  as the  case  may be,  in
          connection therewith."

<PAGE>
Proposal  8(b) - to permit the  Trustees to  reorganize  an  existing  Portfolio
                 without shareholder approval.

     To the extent approved by  shareholders,  the following new section will be
added to Article IX of the Declaration of Trust:

               "Section 10. Certain Other Reorganizations.  At any time, by vote
          of a majority  of the  Trustees  then in office,  the series of Shares
          designated as [name[s] of Portfolio[s]  approving Proposal 8(b)], may,
          either as the successor, survivor, or non-survivor, (1) consolidate or
          merge with one or more other trusts,  partnerships,  limited liability
          companies,  associations  or  corporations  (or  series  of any of the
          foregoing)   organized   under  the  laws  of  The   Commonwealth   of
          Massachusetts  or any  other  state of the  United  States,  to form a
          consolidated or merged trust, partnership,  limited liability company,
          association or corporation  (or series of any of the foregoing)  under
          the laws of which any one of the constituent entities is organized, or
          (2) transfer a substantial  portion of its assets to one or more other
          trusts,  partnerships,  limited liability  companies,  associations or
          corporations  (or series of any of the foregoing)  organized under the
          laws of The  Commonwealth of  Massachusetts  or any other state of the
          United States, or have one or more such trusts, partnerships,  limited
          liability companies, associations or corporations (or series of any of
          the foregoing) transfer a substantial portion of its assets to it, any
          such  consolidation,  merger or  transfer  to be upon  such  terms and
          conditions as are specified in an agreement and plan of reorganization
          authorized  and  approved by the  Trustees  and entered into by one or
          more of such series of Shares in connection therewith."

Proposal 8(c) - To permit electronic and telephonic voting.

If  shareholders  approve this proposal,  the following  changes will be made to
current Article V, Section 1 of the Declaration of Trust:


                                       2
<PAGE>

               "Section 1. Voting Powers.  The Shareholders  shall have power to
          vote only (i) for the  election of Trustees as provided in Article IV,
          Section 1, of this Declaration of Trust;  provided,  however,  that no
          meeting of  Shareholders  is  required to be called for the purpose of
          electing  Trustees  unless and until such time as less than a majority
          of the Trustees  have been elected by the  Shareholders,  (ii) for the
          removal of Trustees  as provided in Article IV,  Section 6, (iii) with
          respect to any Manager as provided in Article IV, Section 5, (iv) with
          respect to any amendment of this  Declaration  of Trust as provided in
          Article  IX,  Section 8, (v) with  respect to the  termination  of the
          Trust or a series of Shares as provided in Article IX,  Section 5, and
          (vi) with respect to such additional  matters relating to the Trust as
          may be required by law, by this  Declaration of Trust,  or the By-laws
          of the Trust or any  registration  of the Trust with the Commission or
          any state, or as the Trustees may consider desirable. Each whole Share
          shall be entitled to one vote as to any matter on which it is entitled
          to vote (except that in the election of Trustees said vote may be cast
          for as many  persons as there are  Trustees to be  elected),  and each
          fractional Share shall be entitled to a proportionate fractional vote.
          Notwithstanding  any other provision of this  Declaration of Trust, on
          any  matter  submitted  to a vote of  Shareholders,  all Shares of the
          Trust  then  entitled  to vote  shall be voted in the  aggregate  as a
          single class without regard to series or classes of Shares, except (i)
          when  required  by the  1940  Act or  when  the  Trustees  shall  have
          determined  that the  matter  affects  one or more  series or  classes
          differently  Shares shall be voted by  individual  series or class and
          (ii) when the Trustees have  determined  that the matter  affects only
          the interests of one or more series or classes then only  Shareholders
          of such series or classes  shall be entitled  to vote  thereon.  There
          shall be no cumulative voting in the election of Trustees.  Shares may
          be voted in person or by proxy.  [A proxy with  respect to Shares held
          in the name of two or more  persons  shall be valid if executed by any
          one of them,  unless  at or prior to  exercise  of the proxy the Trust
          receives a specific  written  notice to the  contrary  from any one of
          them.  A  proxy  purporting  to  be  executed  by or  on  behalf  of a
          Shareholder shall be deemed valid unless challenged at or prior to its
          exercise  and the  burden of  providing  invalidity  shall rest on the
          challenger.]  Proxies  may be given by or on behalf  of a  Shareholder
          orally or in writing or pursuant to any computerized,  telephonic,  or
          mechanical data gathering process. A proxy with respect to Shares held
          in the name of two or more  persons  shall be  valid  if  executed  or
          otherwise  given by or on behalf of any one of them unless at or prior
          to exercise of the proxy the Trust receives a specific  written notice
          to the  contrary  from  any  one of  them.  A proxy  purporting  to be
          executed or otherwise given by or on behalf of a Shareholder  shall be
          deemed  valid  unless  challenged  at or prior to its exercise and the
          burden of proving invalidity shall rest on the challenger. Whenever no
          Shares of any series or class are issued and outstanding, the Trustees
          may  exercise  with  respect  to such  series or class  all  rights of
          Shareholders and may take any action required by law, this Declaration
          of Trust or any By-Laws of the Trust to be taken by Shareholders."


                                       3
<PAGE>

Proposal 8(d) - To permit the Trustees to amend the Declaration of Trust without
                shareholder approval.

If  shareholders  approve this proposal,  the following  changes will be made to
current  Article IX, Section 8 and to the first  sentence of current  Article V,
Section 1 of the Declaration of Trust:


               "Section 8. Amendments. [This Declaration of Trust may be amended
          at any time by an  instrument  in writing  signed by a majority of the
          then  Trustees  when  authorized  so to do by a vote  of  Shareholders
          holding a majority  of the Shares  outstanding  and  entitled to vote,
          except that an amendment which shall affect the holders of one or more
          series  or class of  Shares  but not the  holders  of all  outstanding
          series  or  classes  of  Shares  shall  be  authorized  by vote of the
          Shareholders  holding a majority of the Shares entitled to vote of the
          series or classes  affected and no vote of Shareholders of a series or
          class not affected shall be required. Amendments having the purpose of
          changing the name of the Trust or of supplying  any  omission,  curing
          any ambiguity or curing,  correcting or supplementing any defective or
          inconsistent    provision   contained   herein   shall   not   require
          authorization by Shareholder vote]. The provisions of this Declaration
          of Trust may be amended at any time by an instrument in writing signed
          by a  majority  of the then  Trustees  (or by an  officer of the Trust
          pursuant  to the  vote of a  majority  of  such  Trustees).  Any  such
          amendment  to this  Declaration  of  Trust  need  not be  approved  by
          Shareholders  unless such approval is required by  applicable  law. If
          Shareholder  approval of an amendment to this  Declaration of Trust is
          required by applicable  law, such amendment may be adopted at any time
          by an instrument in writing  signed by a majority of the then Trustees
          (or by an officer  of the Trust  pursuant  to a vote of a majority  of
          such Trustees) when authorized to do so by the vote of Shareholders in
          accordance  with  applicable law and Article V hereof.  Subject to the
          foregoing,  any such  amendment  shall be effective as of any prior or
          future time as provided in the instrument containing the terms of such
          amendment  or,  if there  is no  provision  therein  with  respect  to
          effectiveness,  upon  the  execution  of  such  instrument  and  of  a
          certificate  (which may be a part of such  instrument)  executed  by a
          Trustee or officer of the Trust to the effect that such  amendment has
          been duly adopted."

Proposal 8(e) - To convert from share-based to dollar-based voting.

If  shareholders  approve this proposal,  the following  changes will be made to
current Article V, Section 1:



                                       4
<PAGE>

               "Section 1. Voting Powers.  The Shareholders  shall have power to
          vote only (i) for the  election of Trustees as provided in Article IV,
          Section 1, of this Declaration of Trust;  provided,  however,  that no
          meeting of  Shareholders  is  required to be called for the purpose of
          electing  Trustees  unless and until such time as less than a majority
          of the Trustees  have been elected by the  Shareholders,  (ii) for the
          removal of Trustees  as provided in Article IV,  Section 6, (iii) with
          respect to any Manager as provided in Article IV, Section 5, (iv) with
          respect to any amendment of this  Declaration  of Trust as provided in
          Article  IX,  Section 8, (v) with  respect to the  termination  of the
          Trust or a series of Shares as provided in Article IX,  Section 5, and
          (vi) with respect to such additional  matters relating to the Trust as
          may be required by law, by this  Declaration of Trust,  or the By-laws
          of the Trust or any  registration  of the Trust with the Commission or
          any state,  or as the  Trustees may  consider  desirable.  [Each whole
          Share  shall be  entitled  to one vote as to any matter on which it is
          entitled to vote (except  that in the  election of Trustees  said vote
          may be cast for as many  persons as there are Trustees to be elected),
          and  each  fractional  Share  shall  be  entitled  to a  proportionate
          fractional  vote.] Each holder of Shares  entitled to vote on a matter
          submitted to a vote of Shareholders  shall be entitled to one vote for
          each dollar of net asset value  standing in such  holder?s name on the
          books of the Trust with  respect to such  Shares  (except  that in the
          election  of  Trustees  said vote may be cast for as many  persons  as
          there are Trustees to be  elected)..  . . [see the excerpt shown above
          for Proposal 8(c) for the remainder of current Article V, Section 1]"@

     WITNESS our hands this ____ day of ________ __, 2000.

                                     [Signature lines]


<PAGE>
THE BEAR STEARNS FUNDS
INTERNATIONAL EQUITY PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable



<PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Investment
     Sub-Advisory Agreement.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

     (International Equity Portfolio)


<PAGE>





KL2:2001683.2

THE BEAR STEARNS FUNDS
BALANCED PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable



<PAGE>



     NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to
     Portfolio. N/A N/A N/A

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (f)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (g)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (h)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (i)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (j)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (Balanced Portfolio)



<PAGE>


THE BEAR STEARNS FUNDS
FOCUS LIST PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable




<PAGE>




      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

                  Please vote by filling in the appropriate box
below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below


     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

     (f)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (Focus List Portfolio)

<PAGE>

THE BEAR STEARNS FUNDS
SMALL CAP VALUE PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable


<PAGE>




      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Approval of a modification  of    [   ]        [   ]            [   ]
     a      fundamental      policy
     concerning   the  issuance  of
     senior securities

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (Small Cap Value Portfolio)


<PAGE>

THE BEAR STEARNS FUNDS
LARGE CAP VALUE PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable


<PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Approval of a modification  of    [   ]        [   ]            [   ]
     a      fundamental      policy
     concerning   the  issuance  of
     senior securities

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (Large Cap Value Portfolio)



<PAGE>

THE BEAR STEARNS FUNDS
THE INSIDERS SELECT FUND
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable



<PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

    ------------------------------

    ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Approval of a modification  of    [   ]        [   ]            [   ]
     a      fundamental      policy
     concerning   the  issuance  of
     senior securities

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (The Insiders Select Fund)


<PAGE>


THE BEAR STEARNS FUNDS
S&P STARS PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable


PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Approval of a modification  of    [   ]        [   ]            [   ]
     a      fundamental      policy
     concerning   the  issuance  of
     senior securities

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (S&P STARS Portfolio)



<PAGE>

THE BEAR STEARNS FUNDS
EMERGING MARKET DEBT PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable


<PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (Emerging Markets Debt Portfolio)

<PAGE>

THE BEAR STEARNS FUNDS
HIGH YIELD TOTAL RETURN PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable


<PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (High Yield Total Return Portfolio)


<PAGE>
THE BEAR STEARNS FUNDS
INCOME PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable




<PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated Distribution Plan.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Approval of a modification  of    [   ]        [   ]            [   ]
     a      fundamental      policy
     concerning   the  issuance  of
     senior securities

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (IncomePortfolio)

<PAGE>

THE BEAR STEARNS FUNDS
PRIME MONEY MARKET PORTFOLIO
MEETING:  APRIL 17, 2000  AT 10:30 AM

                                        PROXY SOLICITED BY THE BOARD OF TRUSTEES

The  undersigned  holder of  shares of the  Portfolio  referenced  above  hereby
appoints  Frank J.  Maresca,  Vincent  L.  Pereira  and  Stephen  A.  Bornstein,
attorneys  with full powers of  substitution  and  revocation,  to represent the
undersigned and to vote on behalf of the undersigned all shares of the Portfolio
that the  undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 575 Lexington Avenue, 9th Floor, New York, New York at
the  date  and  time  indicated  above  and at  any  adjournments  thereof.  The
undersigned  hereby  acknowledges  receipt  of the  enclosed  Notice of  Special
Meeting and Proxy  Statement and hereby  instructs said attorneys and proxies to
vote said  shares as  indicated  herein.  In their  discretion,  the proxies are
authorized  to vote on such  other  business  as may  properly  come  before the
Special  Meeting.  A majority of the  proxies  present and acting at the Special
Meeting in person or by  substitute  (or, if only one shall be so present,  then
that one) shall have and may  exercise  all of the power and  authority  of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

                                             Date: ______________________, 2000



                                              PLEASE SIGN IN THE BOX BELOW

                                        Please sign exactly as your name appears
                                        on this Proxy.  If Joint owners,  EITHER
                                        may  sign the  Proxy.  When  signing  as
                                        attorney,    executor,    administrator,
                                        trustee,  guardian or corporate officer,
                                        please give your full title.


                                        ----------------------------------------
                                         Signature(s) Title(s), if applicable


<PAGE>


      NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

              Please vote by filling in the appropriate box below.

Proposal:                              FOR ALL   FOR ALL EXCEPT AS  WITHHOLD ALL
                                                  MARKED BELOW

1.   To elect Trustees of the Fund.    [   ]        [   ]            [   ]

     (1) Peter M. Bren, (2) Doni L.    [   ]        [   ]            [   ]
     Fordyce, (3) John S. Levy, (4)
     Michael  Minikes,  (5)  M.  B.
     Oglesby,  Jr.,  (6)  Robert E.
     Richardson  and (7)  Robert M.
     Steinberg.     To     withhold
     authority   to  vote  for  any
     individual nominee, print that
     nominee's  name  on  the  line
     below

     ------------------------------

     ------------------------------

                                        FOR        AGAINST         ABSTAIN

2.   Ratification  of the selection    [   ]        [   ]            [   ]
     of  Deloitte  & Touche  LLP as
     the     Fund's     independent
     auditors.

3.   Approval  of  an  Amended  and    [   ]        [   ]            [   ]
     Restated  Investment  Advisory
     Agreement.

4.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

5.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

6.   Approval   of  a   fundamental    [   ]        [   ]            [   ]
     investment  policy  to  permit
     interportfolio lending.

7.   Proposal  Not   Applicable  to     N/A          N/A              N/A
     Portfolio.

8.   Approval of Amendments to, and    [   ]        [   ]            [   ]
     a  restatement  of, the Fund's
     Declaration of Trust:

     (a)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize  the  Fund and
          any   future    Portfolio
          without       shareholder
          approval;

     (b)  To permit the Trustees to    [   ]        [   ]            [   ]
          reorganize   an  existing
          Portfolio;

     (c)  To permit  electronic and    [   ]        [   ]            [   ]
          telephonic voting;

     (d)  To permit the Trustees to    [   ]        [   ]            [   ]
          amend the  Declaration of
          Trust without shareholder
          approval;

     (e)  To      convert      from    [   ]        [   ]            [   ]
          share-based            to
          dollar-based       voting
          rights.

9.   To    transact    such   other    [   ]        [   ]            [   ]
     business as may properly  come
     before  the   Meeting  or  any
     adjournment(s) thereof.

      (Prime Money Market Portfolio)


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