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 Special 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.

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,

/s/ Stephen A. Bornstein

  STEPHEN A. BORNSTEIN
       SECRETARY

                                                                                   DATE(S) LAST SUBMITTED      PURPOSE OF
                                                           CURRENT ADVISORY           TO SHAREHOLDERS         SUBMISSION TO
PORTFOLIOS                                                 AGREEMENT DATE(S)            FOR APPROVAL          SHAREHOLDERS
----------                                             -------------------------   ----------------------   -----------------
Income, Large Cap, Small Cap Portfolios..............  February 22, 1995, as       February 22, 1995        Initial Approval
                                                       revised May 4, 1995

Money Market Portfolio...............................  June 2, 1997                July 14, 1997            Initial Approval

S&P STARS Portfolio..................................  June 25, 1997               June 18, 1997            Initial Approval

Balanced, High Yield, International Equity             September 8, 1997           December 19, 1997        Initial Approval
  Portfolios.........................................

Focus List Portfolio.................................  December 29, 1997           December 29, 1997        Initial Approval

Insiders Select Fund.................................  January 20, 1998            January 20, 1998         New Benchmark

Emerging Markets Debt Portfolio......................  July 29, 1999               April 29, 1999           Initial Approval

As to each Portfolio, the Current Advisory Agreement is subject to annual approval by (i) the Board or (ii) the vote of a majority (as defined in the 1940 Act) of the Portfolio's outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of the Fund or BSAM, by vote cast in person at a meeting called for the purpose of voting on such approval. The Trustees, including a majority of the Trustees who are not "interested persons" of any party to the Agreements, last approved the Current Advisory Agreements at a meeting held on February 7, 2000. Each Current Advisory Agreement is terminable, as to a Portfolio, without penalty, on 60 days' notice, by the Board or by vote of the holders of a majority of the Portfolio's shares, or, on not less than 90 days' notice, by BSAM. As to the relevant Portfolio, the Current Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

BSAM is a wholly owned subsidiary of The Bear Stearns Companies Inc. The following persons are directors and/or senior officers of BSAM: Mark A. Kurland, President, Chief Executive Officer, Chairman of the Board and Director; Doni L. Fordyce, Executive Vice President, Chief Operating Officer and Director; Stephen
A. Bornstein, Executive Vice President and General Counsel; Earl V. Hedin, Chief Financial Officer; and Warren J. Spector and Robert M. Steinberg, Directors.

ADVISORY FEES. The following table shows the monthly fees that the Fund has agreed to pay BSAM for advisory services to the Portfolios, at the indicated annual percentage of the value of a Portfolio's average daily net assets.

PORTFOLIO                                                    ADVISORY FEE
---------                                         ----------------------------------
Money Market Portfolio..........................                0.20%

Income Portfolio................................                0.45%

High Yield Portfolio............................                0.60%

Emerging Markets Debt Portfolio.................        1.00% of assets up to
                                                    $50 million, 0.85% of assets
                                                       between $50 million and
                                                   $100 million and 0.55% of assets
                                                         above $100 million

S&P STARS Portfolio.............................                0.75%

Focus List Portfolio............................                0.65%

Large Cap Portfolio.............................                0.75%

Small Cap Portfolio.............................                0.75%

Insiders Select Fund............................                1.00%

Balanced Portfolio..............................                0.65%

International Equity Portfolio..................                1.00%

THE INSIDERS SELECT FUND. The monthly fee that The Insiders Select Fund will pay BSAM will be adjusted monthly if the Portfolio's performance outperforms or underperforms the S&P MidCap 400 Index. This adjustment may increase or decrease the total advisory fee payable to BSAM by an annual rate of up to 0.50% of the value of the Portfolio" average daily net assets. The following table details this adjustment.

PERCENTAGE POINT DIFFERENCE BETWEEN DESIGNATED CLASS                       PERFORMANCE
PERFORMANCE (NET OF EXPENSES INCLUDING ADVISORY FEES)                       ADJUSTMENT
AND PERCENTAGE CHANGE IN THE S&P MIDCAP 400 INDEX             BASIC FEE      RATE (%)       TOTAL FEE
-------------------------------------------------             ---------   --------------   -----------
+3.00 percentage points or more.............................    1.00%             0.50%       1.50%

+2.75 percentage points or more but 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%       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%

The following table shows the investment advisory fees that the Portfolios paid to BSAM and the amounts that BSAM waived for the fiscal year ended March 31, 1999.

PORTFOLIO                                                        PAID       WAIVED
---------                                                     ----------   --------
Money Market Portfolio......................................  $   33,827   $400,797
Income Portfolio............................................  $        0   $ 50,882
High Yield Portfolio........................................  $   25,136   $416,687
Emerging Markets Debt Portfolio.............................  $   88,623   $335,209
S&P STARS Portfolio.........................................  $1,291,152   $716,763
Insiders Select Fund........................................  $      759   $321,688
Large Cap Portfolio.........................................  $        0   $165,850
Small Cap Portfolio.........................................  $   67,550   $400,694
Focus List Portfolio........................................  $        0   $ 63,550
Balanced Portfolio..........................................  $        0   $101,976
International Equity Portfolio..............................  $        0   $114,148

In addition, BSAM reimbursed the following amounts for the fiscal year ended March 31, 1999 in order to maintain applicable voluntary expense limitations.

PORTFOLIO                                                       PAID
---------                                                     --------
Money Market Portfolio......................................  $142,863
Income Portfolio............................................  $299,061
High Yield Portfolio........................................  $121,391
Emerging Markets Debt Portfolio.............................  $137,134
Insiders Select Fund........................................  $ 42,908
Large Cap Portfolio.........................................  $157,111
Small Cap Portfolio.........................................  $ 28,865
Focus List Portfolio........................................  $218,241
Balanced Portfolio..........................................  $224,243
International Equity Portfolio..............................  $157,011

In addition to the Fund, BSAM serves as investment adviser to the registered investment company listed below.

                                                     NET ASSETS AS OF         AMOUNT OF
NAME OF FUND                                        DECEMBER 31, 1999    ANNUAL ADVISORY FEE
------------                                        ------------------   -------------------
Managed Securities Plus Fund, Inc.................        $1,641                 0.075%*

* As of December 6, 1999, such fee was waived.

SUB-INVESTMENT ADVISORY AGREEMENT. Marvin & Palmer Associates, Inc. ("M&P") provides investment advisory services to the International Equity Portfolio pursuant to a Sub-Investment Advisory Agreement with BSAM dated September 8, 1997 (the "Current Sub-Investment Advisory Agreement"). The Current Sub-Investment Advisory Agreement had an initial term of one year from the date of execution and will continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a majority of the Portfolio's outstanding voting securities (as defined in the 1940 Act), provided that in either case its continuance also is approved by a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of the Fund, BSAM or M&P, by vote cast in person at a meeting called for the purpose of voting on such approval. The Board most recently approved the Current Sub-Investment Advisory Agreement on February 7, 2000. The Current Sub-Investment Advisory Agreement may be terminated without penalty, (i) by BSAM upon 60 days' notice to M&P, (ii) by the Board or by vote of the holders of a majority of the Portfolio's shares upon 60 days' notice to M&P, or (iii) by M&P upon not less than 90 days' notice to the Fund and BSAM. The Current Sub-Investment Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). As compensation for M&P's services, BSAM has agreed to pay M&P a monthly fee calculated on an annual basis equal to 0.20% of the Portfolio's total

average daily net assets to the extent the Portfolio's average daily net assets are in excess of $25 million and below $50 million at the relevant month end, 0.45% of the Portfolio's total average daily net assets to the extent the Portfolio's average daily net assets are in excess of $50 million and below $65 million at the relevant month end, and 0.60% of the Portfolio's total average daily net assets to the extent the Portfolio's average daily net assets are in excess of $65 million at the relevant month end. The table below gives the name, address and principal occupation of each director and principal executive officer of M&P.

NAME                                            ADDRESS               POSITION WITH M&P     PRINCIPAL OCCUPATION
----                                   --------------------------   ---------------------   --------------------
David F. Marvin.....................   1201 N. Market Street        Chairman, Chief         Same
                                       Suite 2300                   Executive Officer and
                                       Wilmington, Delaware 19801   Director

Stanley Palmer......................   1201 N. Market Street        President and           Same
                                       Suite 2300                   Director
                                       Wilmington, Delaware 19801

Karen T. Buckley....................   1201 N. Market Street        Senior Vice             Same
                                       Suite 2300                   President, Chief
                                       Wilmington, Delaware 19801   Financial Officer and
                                                                    Director

Irving S. Shapiro...................   Skadden, Arps, Slate,        Director and Advisory   Of Counsel, Skadden,
                                       Meagher & Flom LLP           Board Member            Arps, Slate,
                                       One Rodney Square                                    Meagher & Flom LLP
                                       Wilmington, Delaware 19801

The Rt. Hon. Lord Moore.............   85 Church Road               Director and Advisory   Chairman, Credit
                                       Wimbledon, London            Board Member            Suisse Asset
                                       SW19 5AL U.K.                                        Management Ltd, and
                                                                                            European Chairman,
                                                                                            Monitor Company

The Hon. Charles J. Pilliod, Jr.....   670 W. Market Street         Director and Advisory   Member of the Board
                                       Suite B                      Board Member            of Directors,
                                       Akron, Ohio 44303                                    Dal-Tile Corporation

ADMINISTRATION AGREEMENT. Bear Stearns Funds Management Inc. ("BSFM"), a wholly owned subsidiary of The Bear Stearns Companies Inc., 575 Lexington Avenue, New York, New York 10022, provides certain administrative services to the Fund pursuant to the Administration Agreement with the Fund dated February 22, 1995, as revised April 11, 1995, June 2, 1997, September 8, 1997, February 4, 1998 and July 29, 1999. The Administration Agreement was last approved as of February 7, 2000 and thereafter will be subject to annual approval by (i) the Board or (ii) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio, provided that in either event its continuance also is approved by a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of the Fund or BSFM, by vote cast in person at a meeting called for the purpose of voting on such approval. The Administration Agreement may be terminated without penalty on 60 days' notice by the Board or by vote of the holders of a majority of the Portfolio's shares or, upon not less than 90 days' notice, by BSFM. As to each Portfolio, the Administration Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

For administrative services, the Fund has agreed to pay BSFM a monthly fee at the annual rate of 0.15% of the average daily net assets of each Portfolio other than the Money Market Portfolio. The Fund has agreed to pay BSFM a monthly fee at the annual rate of 0.05% of the average daily net assets of the

Money Market Portfolio. The following table shows the administration fees that the Portfolios paid to BSFM for the fiscal year ended March 31, 1999.

PORTFOLIO                                                       PAID
---------                                                     --------
Money Market Portfolio......................................  $108,656
Income Portfolio............................................  $ 16,960
High Yield Portfolio........................................  $110,456
Emerging Markets Debt Portfolio+............................  $      0
S&P STARS Portfolio.........................................  $401,582
Insiders Select Fund........................................  $ 68,666
Large Cap Portfolio.........................................  $ 33,079
Small Cap Portfolio.........................................  $ 99,413
Focus List Portfolio........................................  $ 14,665
Balanced Portfolio..........................................  $ 23,533
International Equity Portfolio..............................  $ 17,122

+ Prior to July 29, 1999, BSAM paid BSFM this fee from its management fee.

DISTRIBUTION PLANS. Rule 12b-1 adopted by the SEC under Section 12 of the 1940 Act provides, among other things, that an investment company may bear expenses of distributing its shares only pursuant to a plan adopted in accordance with the Rule. The Board has adopted a distribution plan with respect to Class A, Class B and Class C shares (the "Current Distribution Plans"). Each Current Distribution Plan provides that it may not be amended to increase materially the costs which holders of a class of shares may bear pursuant to such Plan without approval of such affected shareholders and that other material amendments of the Plan must be approved by the Board, and by the Trustees who are neither "interested persons" (as defined by the 1940 Act) of the Fund nor have any direct or indirect financial interest in the operation of the Plan or in the related Plan agreements, by vote cast in person at a meeting called for the purpose of considering such amendments. In addition, because Class B shares automatically convert into Class A shares after eight years, the Fund is required by an SEC rule to obtain the approval of Class B as well as Class A shareholders for a proposed amendment to each Current Distribution Plan that would materially increase the amount to be paid by Class A shareholders under such Plan. Such approval must be by a "majority" of the Class A and Class B shares (as defined in the 1940 Act), voting separately by class. Each Current Distribution Plan and related agreement is subject to annual approval by such vote cast in person at a meeting called for the purpose of voting on such Plan. An amended and restated distribution plan was most recently approved on February 7, 2000. Each Current Distribution Plan may be terminated at any time by vote of a majority of the Trustees who are not "interested persons" and who have no direct or indirect financial interest in the operation of the Plan or in the Plan agreements or by vote of holders of a majority of the relevant class' shares. A Plan agreement may be terminated without penalty, at any time, by such vote of the Trustees upon not more than 60 days' written notice to the parties to such agreement or by vote of the holders of a majority of the relevant class' shares. A Plan agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

The following tables show the amounts that each class of shares of each Portfolio paid for the fiscal year ended March 31, 1999 under the relevant Current Distribution Plan including amounts (i) paid to broker-dealers, and
(ii) retained by the Distributor for commissions it advanced to dealers for fund share sales and other distribution expenses including, advertising, printing, mailing prospectuses to prospective shareholders, compensation to sales personnel, and interest, carrying, or other financing charges. These tables include amounts paid for personal services rendered to shareholders of the Portfolios. Prior to February 1999, amounts paid for shareholder servicing were paid through the Current Distribution Plans with respect to Class A and Class C shares of the Income, Large Cap, Small Cap and S&P STARS Portfolios and The Insiders Select Fund, and through separate Shareholder Servicing Plans with respect to the other Portfolios (see "Shareholder Servicing Plan," below).

                                                               TOTAL     BROKER-
PORTFOLIO                                                     PAYMENTS   DEALERS    DISTRIBUTOR
---------                                                     --------   --------   -----------
Income Portfolio............................................  $ 15,836   $ 11,276    $  4,560
High Yield Portfolio........................................  $138,476   $ 13,924    $124,552
Emerging Markets Debt Portfolio.............................  $113,931   $ 86,913    $ 27,018
S&P STARS Portfolio.........................................  $682,524   $489,767    $192,757
Insiders Select Fund........................................  $124,069   $ 83,259    $ 40,810
Large Cap Portfolio.........................................  $ 46,716   $ 33,523    $ 13,193
Small Cap Portfolio.........................................  $111,413   $ 87,549    $ 40,810
Focus List Portfolio........................................  $ 21,863   $  2,435    $ 19,428
Balanced Portfolio..........................................  $ 23,454   $  2,672    $ 20,782
International Equity Portfolio..............................  $ 30,684   $  3,611    $ 27,073

                                                               TOTAL     BROKER-
PORTFOLIO                                                     PAYMENTS   DEALERS    DISTRIBUTOR
---------                                                     --------   --------   -----------
Income Portfolio............................................  $  4,599    $   36     $  4,563
High Yield Portfolio........................................  $148,999    $1,881     $147,118
Emerging Markets Debt Portfolio.............................  $ 12,295    $  185     $ 12,110
S&P STARS Portfolio.........................................  $193,055    $2,594     $190,461
Insiders Select Fund........................................  $ 63,310    $  602     $ 67,708
Large Cap Portfolio.........................................  $ 12,841    $  134     $ 12,707
Small Cap Portfolio.........................................  $ 21,972    $  179     $ 21,793
Focus List Portfolio........................................  $ 31,426    $  896     $ 30,530
Balanced Portfolio..........................................  $ 14,094    $  559     $ 13,535
International Equity Portfolio..............................  $ 26,946    $1,337     $ 25,609

                                                               TOTAL     BROKER-
PORTFOLIO                                                     PAYMENTS   DEALERS    DISTRIBUTOR
---------                                                     --------   --------   -----------
Income Portfolio............................................  $ 17,360   $ 11,983    $  5,377
High Yield Portfolio........................................  $183,211   $ 11,093    $172,118
Emerging Markets Debt Portfolio.............................  $ 33,433   $ 21,054    $ 12,379
S&P STARS Portfolio.........................................  $714,370   $510,458    $203,912
Insiders Select Fund........................................  $130,390   $ 85,454    $ 44,936
Large Cap Portfolio.........................................  $ 55,531   $ 42,660    $ 12,871
Small Cap Portfolio.........................................  $151,596   $115,051    $ 36,545
Focus List Portfolio........................................  $ 22,616   $  3,367    $ 19,249
Balanced Portfolio..........................................  $  9,368   $  2,286    $  7,082
International Equity Portfolio..............................  $ 25,834   $  6,123    $ 19,711

SHAREHOLDER SERVICING PLAN. The Fund has adopted a shareholder servicing plan on behalf of Class A, Class B and Class C shares of the Portfolios (the "Current Shareholder Servicing Plan"). In accordance with the Current Shareholder Servicing Plan, the Fund may enter into agreements under which a Portfolio pays fees of up to 0.25% of the average daily net assets of a share Class for expenses incurred in connection with the personal service and maintenance of Portfolio shareholder accounts, responding to inquiries of, and furnishing assistance to, shareholders regarding ownership of the shares or their accounts or similar services not otherwise provided on behalf of the Portfolio. Prior to February 1999, service fees were paid through the distribution plan of Class A and Class C shares of the Income, Large Cap, Small Cap and S&P STARS Portfolios and The Insiders Select Fund.

BROKERAGE COMMISSIONS. The following table shows the total brokerage commissions that each Portfolio paid during the fiscal year ended March 31, 1999 (including the amount paid to Bear Stearns). The table also shows the percentage of total commissions paid to Bear Stearns and commissions paid as a percentage of total transactions. No brokerage commissions were paid by the Money Market or Income Portfolios.

                                            TOTAL COMMISSIONS
                                             PAID (INCLUDING
                                            COMMISSIONS PAID    COMMISSIONS PAID    % PAID TO      % OF TOTAL
PORTFOLIO                                   TO BEAR STEARNS)    TO BEAR STEARNS    BEAR STEARNS   TRANSACTIONS
---------                                   -----------------   ----------------   ------------   ------------
High Yield................................       $  3,600           $    900          25.00%          0.44%
Emerging Markets Debt Portfolio...........       $  2,972           $      0              0%          0.26%
S&P STARS.................................       $780,970           $500,570          64.10%          0.18%
Insiders Select Fund......................       $161,821           $ 15,902           9.83%          0.19%
Large Cap.................................       $ 23,164           $  1,602           6.92%          0.14%
Small Cap.................................       $120,832           $  3,540           2.93%          0.27%
Focus List................................       $ 23,472           $ 23,472         100.00%          0.16%
Balanced..................................       $ 12,605           $  5,688          45.12%          0.16%
International Equity......................       $ 67,305           $    259           0.38%          0.24%

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' 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 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 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 applicable 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 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:________________________

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

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.

The full range of permitted fees on an annualized basis is as follows:

PERCENTAGE POINT DIFFERENCE BETWEEN DESIGNATED
CLASS' PERFORMANCE (NET OF EXPENSES INCLUDING                  BASIC FEE ON     PERFORMANCE
ADVISORY FEES) AND PERCENTAGE CHANGE IN THE                   AVERAGE DAILY     ADJUSTMENT
MIDCAP 400 INVESTMENT RECORD                                  NET ASSETS (%)     RATE (%)      TOTAL FEE (%)
----------------------------------------------                --------------   -------------   -------------
+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%

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

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.

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 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 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.

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%

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 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.

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: ____________________________

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.

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.

(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.

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: ____________________________

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.

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 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 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: ____________________________

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.

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 7(a) through 7(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 7(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."

Proposal 7(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 7(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 7(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:

"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."

Proposal 7(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 7(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:

"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 7(c) for the remainder of current Article V,

   Section 1]"

WITNESS our hands this ___ day of            , 2000.

                                      [Signature lines]

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

PROPOSAL:                                                     FOR ALL       WITHHOLD ALL       FOR ALL EXCEPT AS 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,
MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT NOMINEE'S
NUMBER ON THE LINE PROVIDED.

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

                                                                FOR           ABSTAIN                  AGAINST

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.  PROPOSAL DOES NOT APPLY

7.  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 without shareholder approval;                 / /             / /                      / /

    (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.                                          / /             / /                      / /

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

(International Equity Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  PROPOSAL DOES NOT APPLY

7.  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 without shareholder approval;        / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(Balanced Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  PROPOSAL DOES NOT APPLY

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(Focus List Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  Approval of a modification of a fundamental policy
    concerning the issuance of senior securities                / /                   / /                        / /

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(Small Cap Value Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  Approval of a modification of a fundamental policy
    concerning the issuance of senior securities                / /                   / /                        / /

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(Large Cap Value Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  Approval of a modification of a fundamental policy
    concerning the issuance of senior securities                / /                   / /                        / /

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(The Insiders Select Fund)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  Approval of a modification of a fundamental policy
    concerning the issuance of senior securities                / /                   / /                        / /

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(S&P STARS Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  PROPOSAL DOES NOT APPLY

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(Emerging Markets Debt Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  PROPOSAL DOES NOT APPLY

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(High Yield Total Return Portfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  Approval of an Amended and Restated Distribution
    Plan.                                                       / /                   / /                        / /

6.  Approval of a modification of a fundamental policy
    concerning the issuance of senior securities                / /                   / /                        / /

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(IncomePortfolio)

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

PROPOSAL:                                                     FOR ALL            WITHHOLD ALL          FOR ALL EXCEPT AS 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, MARK THE "FOR ALL EXCEPT" BOX AND PRINT THAT
    NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

                                                                FOR                 ABSTAIN                    AGAINST
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 DOES NOT APPLY

5.  PROPOSAL DOES NOT APPLY

6.  PROPOSAL DOES NOT APPLY

7.  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 without shareholder approval;                 / /                   / /                        / /

    (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.                                          / /                   / /                        / /

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

(Prime Money Market Portfolio)