-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ENbv5/3h4c7wDS1uLlLkoI2YZpeuFpV96Guav8OofcRa0xviMpQbRhN3+cqJqWhG 8/GhkRSq5SzihY9P81LgBQ== 0000922423-97-000976.txt : 19971125 0000922423-97-000976.hdr.sgml : 19971125 ACCESSION NUMBER: 0000922423-97-000976 CONFORMED SUBMISSION TYPE: 485BXT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971124 EFFECTIVENESS DATE: 19971124 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS FUNDS CENTRAL INDEX KEY: 0000931145 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 485BXT SEC ACT: SEC FILE NUMBER: 033-84842 FILM NUMBER: 97727157 FILING VALUES: FORM TYPE: 485BXT SEC ACT: SEC FILE NUMBER: 811-08798 FILM NUMBER: 97727158 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 2: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10167 485BXT 1 PEA 17 (DELAYING AMENDMENT) As filed via EDGAR with the Securities and Exchange Commission on November 24, 1997 Registration Nos. 33-84842 ICA No. 811-8798 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. ________ [_] Post-Effective Amendment No. 17 [X] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 17 [X] (Check appropriate box or boxes) THE BEAR STEARNS FUNDS (Exact Name of Registrant as Specified in Charter) 245 Park Avenue New York, New York 10167 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (212) 272-2000 copy to: Ellen Arthur, Esq. Jay G. Baris, Esq. Bear, Stearns & Co. Inc. Kramer, Levin, Naftalis & Frankel 245 Park Avenue 919 Third Avenue New York, New York 10167 New York, New York 10022 (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box) _____ immediately upon filing pursuant to paragraph (b) __X__ on December 24, 1997 pursuant to paragraph (b) _____ 60 days after filing pursuant to paragraph (a)(1) _____ on (date) pursuant to paragraph (a)(1) _____ 75 days after filing pursuant to paragraph (a)(2) _____ on (date) pursuant to paragraph (a)(2) of Rule 485. If appropriate, check the following box: __X__ this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Registrant has registered an indefinite number of shares of its beneficial interest under the Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal year ended March 31, 1997 was filed on May 27, 1997. THE BEAR STEARNS FUNDS LARGE CAP VALUE PORTFOLIO SMALL CAP VALUE PORTFOLIO TOTAL RETURN BOND PORTFOLIO THE INSIDERS SELECT FUND S&P STARS PORTFOLIO FOCUS LIST PORTFOLIO CROSS REFERENCE SHEET Pursuant to Rule 495(a) under the Securities Act of 1933 N-1A Item No. Location - ------------- -------- Part A Prospectus Caption - ------ ------------------ The Registrant has filed the information required in the prospectuses in the Post-Effective Amendment No. 14 to its Registration Statement on Form N-1A on August 29, 1997, (accession #0000922423-97-000702) and is hereby incorporated by reference. The Registrant has not amended its prospectuses. Item 1. Cover Page Cover Page Item 2. Synopsis Fee Table Item 3. Condensed Financial Information Condensed Financial Information Item 4. General Description of Description of the Registrant Fund; General Information; Appendix Item 5. Management of the Fund Management of the Fund Item 5A. Management's Discussion of Performance Information Fund's Performance Item 6. Capital Stock and Other Not Applicable Securities Item 7. Purchase of Securities Being Alternative Purchase Offered Methods; How to Buy Shares Item 8. Redemption or Repurchase How to Redeem Shares Item 9. Pending Legal Proceedings Not Applicable -ii- Statement of Additional Part B Information Caption - ------ ------------------- The Registrant has filed the information required in the statement of additional information in the Post-Effective Amendment No. 14 to its Registration Statement on Form N-1A on August 29, 1997, (accession #0000922423-97-000702) and is hereby incorporated by reference. The Registrant has not amended its statements of additional information. Item 10. Cover Page Cover Page Item 11. Table of Contents Table of Contents Item 12. General Information and History Information About the Fund Item 13. Investment Objectives and Investment Objective Policies and Management Policies; Appendix Item 14. Management of the Fund Management of the Fund Item 15. Control Persons and Principal Information About the Holders of Securities Fund Item 16. Investment Advisory and Other Management Services Arrangements; Custodian, Transfer and Dividend Disbursing Agent, Counsel and Independent Auditors Item 17. Brokerage Allocation Portfolio Transactions Item 18. Capital Stock and Other Not Applicable Securities Item 19. Purchase, Redemption and Pricing Management of the Fund; of Securities Purchase and Redemption of Shares; Determi- nation of Net Asset Value Item 20. Tax Status Dividends, Distributions and Taxes Item 21. Underwriters Cover Page Item 22. Calculation of Performance Data Performance Information Item 23. Financial Statements Financial Statements Part C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of the Registration Statement. -iii- EXPLANATORY NOTE THE PURPOSE OF THIS FILING IS SOLELY TO DESIGNATE A NEW EFFECTIVE DATE FOR POST-EFFECTIVE AMENDMENT NO. 14 TO REGISTRATION STATEMENT ON FORM N-1A OF THE REGISTRANT. THE PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION FOR EACH FUND SUBJECT TO SUCH POST-EFFECTIVE AMENDMENT HAVE NOT BEEN AMENDED AND ARE INCORPORATED BY REFERENCE HEREIN IN THEIR ENTIRETY. -iv- THE BEAR STEARNS FUNDS PART C. OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements: Part A: None. Part B: None. (b) Exhibits: EX-99.B1(a) Agreement and Declaration of Trust is incorporated by reference to Exhibit (1)(a) of Post-Effective Amendment No. 7 to the Registration Statement on Form N- 1A filed electronically on November 9, 1995, accession number 0000950130-95- 002359. EX-99.B1(b) Amendment to Agreement and Declaration of Trust is incorporated by reference to Exhibit (1)(b) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95-002359. EX-99.B2 By-Laws are incorporated by reference to Exhibit (2) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95-002359. EX-99.B3 None. EX-99.B4 None. EX-99.B5(a) Investment Advisory Agreement between the Registrant and Bear Stearns Funds Management Inc. ("BSFM") is incorporated by reference to Exhibit (5)(a) of Post- Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95-002359. EX-99.B5(b) Investment Advisory Agreement between the Registrant and BSFM, with respect to Prime Money Market Portfolio, is C-1 incorporated by reference to Exhibit (5)(b) of Post-Effective Amendment No. 13 to the Registration Statement on Form N- 1A filed electronically on July 29, 1997, accession number 0000922423-97-000633. EX-99.B5(c) Form of Investment Advisory Agreement between the Registrant and BSFM, with respect to Balanced Portfolio, High Yield Total Return Portfolio and International Equity Portfolio is incorporated by reference to Exhibit (5)(c) of Post- Effective Amendment No. 15 to the Registration Statement on Form N-1A filed electronically on October 1, 1997, accession number 0000922423-97-000815. EX-99.B5(d) Administration Agreement between the Registrant and BSFM is incorporated by reference to Exhibit (5)(b) of Post- Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95- 002359. EX-99.B5(e) Administrative Services Agreement, as amended, between the Registrant and PFPC Inc. is incorporated by reference to Exhibit (5)(c) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95-002359. EX-99.B6(a) Form of Distribution Agreement between the Registrant and Bear, Stearns & Co. Inc. is incorporated by reference to Exhibit (6)(a) of Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A filed electronically on October 1, 1997, accession number 0000922423-97-000815. EX-99.B6(b) Form of Dealer Agreement is incorporated by reference to Exhibit (6)(b) of Post- Effective Amendment No. 9 to the Registration Statement on Form N-1A filed electronically on June 20, 1996, accession number 0000899681-96-000180. EX-99.B7 None. EX-99.B8 Custody Agreements between the Registrant and Custodial Trust Company are incorporated by reference to Exhibit (8) of Post-Effective Amendment No. 7 to the C-2 Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95- 002359. EX-99.B9 None. EX-99.B10 Opinion (including consent) of Stroock & Stroock & Lavan is incorporated by reference to Exhibit (10) of Post- Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95- 002359. EX-99.B11(a) None. EX-99.B11(b) None. EX-99.B12 None. EX-99.B13 None. EX-99.B14 None. EX-99.B15(a) Form of Distribution and Shareholder Servicing Plan is incorporated by reference to Exhibit (15)(a) of Post- Effective Amendment No. 15 to the Registration Statement on Form N-1A filed electronically on October 1, 1997, accession number 0000922423-97- 000815. EX-99.B15(b) Form of Distribution Plan is incorporated by reference to Exhibit (15)(b) of Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A filed electronically on October 1, 1997, accession number 0000922423-97- 000815. EX-99.B16 Schedules of Computation of Performance Data are incorporated by reference to Exhibit (16) of Post Effective Amendment No. 5 to the Registration Statement on Form N-1A filed September 1, 1995 and to Exhibit (16) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95-002359. EX-99.B17 None. EX-99.B18 Rule 18f-3 Plan, as revised is incorporated by reference to Exhibit 18 of Post-Effective Amendment No. 15 to the C-3 Registration Statement on Form N-1A filed electronically on October 1, 1997, accession number 0000922423-97- 000815. Other Exhibits: EX-99.A Certificate of Corporate Secretary is incorporated by reference to Other Exhibit (a) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95-002359. EX-99.B Power of Attorney of Michael Minikes is incorporated by reference to Other Exhibit (b) of Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A filed electronically on October 1, 1997, accession number 0000922423-97- 000815. Powers of attorney are incorporated by reference to Other Exhibit (b) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A filed electronically on November 9, 1995, accession number 0000950130-95-002359 and to Other Exhibit (b) of Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A filed electronically on April 12, 1996, accession number 0000950130-96- 001230. Item 25. Persons Controlled by or Under Common Control with Registrant -------------------------------------------------- Not Applicable Item 26. Number of Holders of Securities ------------------------------- (1) (2) Number of Record Holders as of Title of Class September 23, 1997 -------------- ------------------ Shares of beneficial interest, $.001 par value per share, of the following portfolios: S&P STARS Portfolio--Class A 4,751 S&P STARS Portfolio--Class C 2,899 S&P STARS Portfolio--Class Y 485 Large Cap Value Portfolio--Class A 197 Large Cap Value Portfolio--Class C 211 Large Cap Value Portfolio--Class Y 120 Small Cap Value Portfolio--Class A 946 C-4 Small Cap Value Portfolio--Class C 869 Small Cap Value Portfolio--Class Y 327 Total Return Bond Portfolio--Class A 102 Total Return Bond Portfolio--Class C 73 Total Return Bond Portfolio--Class Y 40 The Insiders Select Fund--Class A 1,420 The Insiders Select Fund--Class C 639 The Insiders Select Fund--Class Y 102 Focus List Fund--Class A 0 Focus List Fund--Class Y 0 Prime Money Market Portfolio--Class Y 4 Item 27. Indemnification --------------- Reference is made to Article VIII of the Registrant's Declaration of Trust (filed as Exhibit 1(a) to Registrant's Post- Effective Amendment No. 7 filed electronically on November 9, 1995, accession number 0000950130-95-002359 and incorporated herein by reference). The application of these provisions is limited by Article 10 of the Registrant's By-Laws (filed as Exhibit 2 to Registrant's Post-Effective Amendment No. 7 filed electronically on November 9, 1995, accession number 0000950130-95-002359 and incorporated herein by reference) and by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. Reference also is made to the Distribution Agreement previously filed as Exhibit 6(a) to Registrant's Post-Effective Amendment No. 7 filed electronically on November 9, 1995, accession number 0000950130-95-002359 and incorporated herein by reference. Item 28(a). Business and Other Connections of Investment Adviser ---------------------------------------------------- Registrant is fulfilling the requirement of this Item 28(a) to provide a list of the officers and directors of Bear Stearns Funds C-5 Management Inc. ("BSFM"), the investment adviser of the Registrant, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by BSFM or those of its officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV filed with the SEC pursuant to the Investment Advisers Act of 1940 by BSFM (SEC File No. 801-29862). Item 29. Principal Underwriters ---------------------- (a) Bear, Stearns & Co. Inc. ("Bear Stearns") acts as principal underwriter or depositor for the following investment companies: o Bear Stearns Investment Trust -- Emerging Markets Debt Portfolio o Managed Income Securities Plus Fund, Inc. (b) Set forth below is a list of each executive officer and director of Bear Stearns. All Directors and Executive Officers are also Senior Managing Directors. The principal business address of each such person is 245 Park Avenue, New York, New York 10167, except as set forth below. Positions and Positions and Offices with Offices with Name Bear Stearns Registrant - ---- ------------ ---------- Directors - --------- James E. Cayne Alan C. Greenberg Chairman of the Board John L. Knight Mark E. Lehman Alan D. Schwartz Warren J. Spector John H. Slade Director Emeritus Executive Officers Alan C. Greenberg Chairman of the Board James E. Cayne Chief Executive Officer/President William J. Montgoris Chief Operating Executive Vice Officer President Mark E. Lehman Executive Vice President/ General Counsel/Chief Legal Officer Alan D. Schwartz Executive Vice President Warren J. Spector Executive Vice President Kenneth L. Edlow Secretary Michael Minikes Treasurer Trustee Michael J. Abatemarco1 Controller/Assistant Secretary Samuel L. Molinaro, Jr. Chief Financial Officer/ Senior Vice President - Finance Frederick B. Casey Assistant Treasurer - --------------- 1 Michael J. Abatemarco's principal business address is 1 Metrotech Center North, Brooklyn, New York 11201-3859. C-6 Item 30. Location of Accounts and Records -------------------------------- 1. Bear Stearns Funds Management Inc. 245 Park Avenue New York, New York 10167 2. The Bear Stearns Funds 245 Park Avenue New York, New York 10167 3. Custodial Trust Company 101 Carnegie Center Princeton, New Jersey 08540 4. PFPC Inc. Bellevue Corporate Center 400 Bellevue Parkway Wilmington, Delaware 19809 Item 31. Management Services ------------------- Not Applicable Item 32. Undertakings ------------ Registrant hereby undertakes (1) to call a meeting of shareholders for the purpose of voting upon the question of removal of a trustee or trustees when requested in writing to do so by the holders of at least 10% of the Registrant's outstanding shares of beneficial interest and in connection with such meeting to comply with the provisions of Section 16(c) of the Investment Company Act of 1940 relating to shareholder communications; and (2) to furnish each person to whom a prospectus is delivered with a copy of its most current annual report to shareholders, upon request and without charge. (3) None. C-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of the Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 24th day of November, 1997. THE BEAR STEARNS FUNDS (Registrant) By: /s/Robert S. Reitzes --------------------- Robert S. Reitzes President Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/Robert S. Reitzes President (Principal November 24, 1997 - --------------------- Executive Officer) Robert S. Reitzes /s/Frank J. Maresca Vice President and November 24, 1997 - --------------------- Treasurer (Principal Frank J. Maresca Financial and Accounting Officer) * - --------------------- Trustee Peter M. Bren * - --------------------- Trustee Alan J. Dixon * - --------------------- Trustee John R. McKernan, Jr. * - --------------------- Trustee M.B. Oglesby, Jr. * - --------------------- Trustee Michael Minikes *By: /s/Frank J. Maresca November 24, 1997 ------------------- Frank J. Maresca, Attorney-in-Fact C-8 -----END PRIVACY-ENHANCED MESSAGE-----