-----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, GP4RUSqoRhu0OgtoDMHNs1FZSeRtU+Rm1j1Ub+DC7awaGOIyWekqQYCENK5U56fO jl7cLyz2JwGQ5eP2Q6CrKw== 0000950130-96-001230.txt : 19960416 0000950130-96-001230.hdr.sgml : 19960416 ACCESSION NUMBER: 0000950130-96-001230 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960412 EFFECTIVENESS DATE: 19960412 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS FUNDS CENTRAL INDEX KEY: 0000931145 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-84842 FILM NUMBER: 96546866 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08798 FILM NUMBER: 96546867 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 485BPOS 1 FORM N-1A Registration Nos. 33-84842 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. 8 [X] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 8 [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 Stephen A. Bornstein, Esq. Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 (Name and Address of Agent for Service) copy to: Stuart H. Coleman, Esq. Stroock & Stroock & Lavan 7 Hanover Square New York, New York 10004-2696 This Registration Statement also has been executed by the Principal Executive Officer, Principal Financial Officer and Board of Trustees of the S&P STARS Fund. It is proposed that this filing will become effective (check appropriate box) X immediately upon filing pursuant to paragraph (b) ---- ____ on (date) pursuant to paragraph (b) ____ 60 days after filing pursuant to paragraph (a)(i) ____ on (date) pursuant to paragraph (a)(i) ____ 75 days after filing pursuant to paragraph (a)(ii) ____ on (date) pursuant to paragraph (a)(ii) of Rule 485. If appropriate, check the following box: ____ this post-effective amendment designates a new effective date for a previously filed post-effective amendment. 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 ending March 31, 1996 will be filed on or about May 30, 1996. Cross-Reference Sheet Pursuant to Rule 495(a)
Large Cap Value, Small Cap Value and The Total Return S&P STARS Insiders Bond Portfolio Select Fund Items in Portfolios Class A Class A and Part A of Class A and and Class Class C Form N-1A Caption Class C Shares C Shares Shares - --------- ------- -------------- --------- ----------- 1 Cover Cover Cover Cover 2 Synopsis 3 3 3 3 Condensed Financial 5 4 4 Information 4 General Description 6 5 5 of Registrant 5 Management of the 12 11 10 Fund 5(a) Management's * * * Discussion of Fund's Performance 6 Capital Stock and 25 23 25 Other Securities 7 Purchase of 14 13 15 Securities Being Offered 8 Redemption or 20 19 21 Repurchase 9 Pending Legal * * * Proceedings Large Cap Value, The Small Cap Value Insiders Items in and Total S&P STARS Select Part A Return Bond Portfolio Fund of Form Portfolios Class Y Class Y N-1A Caption Class Y Shares Shares Shares - -------- ------- --------------- ---------- -------- 1 Cover Cover Cover Cover 2 Synopsis 3 3 3 3 Condensed Financial 4 * 4 Information 4 General Description of 5 4 4 Registrant 5 Management of the Fund 11 9 10
Large Cap Value, The Small Cap Value Insiders Items in and Total S&P STARS Select Part A Return Bond Portfolio Fund of Form Portfolios Class Y Class Y N-1A Caption Class Y Shares Shares Shares - --------- ------- --------------- --------- -------- 5(a) Management's * * * Discussion of Fund's Performance 6 Capital Stock and 19 17 19 Other Securities 7 Purchase of Securities 12 11 13 Being Offered 8 Redemption or 15 14 16 Repurchase 9 Pending Legal * * * Proceedings Large Cap The Value, Small Insiders Items in Cap Value and Select Part B Total Return S&P STARS Fund of Form Bond Portfolios Portfolio All N-1A Caption All Classes All Classes Classes - -------- ------- --------------- ----------- -------- 10 Cover Page B-1 B-1 B-1 11 Table of Contents B-1 B-1 B-1 12 General Information * * * and History 13 Investment Objectives B-2 B-2 B-2 and Policies 14 Management of the Fund B-14 B-10 B-12 15 Control Persons and B-14 B-10 B-12 Principal Holders of Securities 16 Investment Advisory B-18 B-15 B-16 and Other Services 17 Brokerage Allocation B-26 B-21 B-22 18 Capital Stock and B-29 B-23 B-25 Other Securities 19 Purchase, Redemption B-20, B-21 B-17, B-18 B-18, and Pricing of B-19 Securities Being Offered 20 Tax Status B-23 B-19 B-20
2
Large Cap The Value, Small Insiders Items in Cap Value and Select Part B Total Return S&P STARS Fund of Form Bond Portfolios Portfolio All N-1A Caption All Classes All Classes Classes - --------- ------- --------------- ----------- -------- 21 Underwriters B-1 B-1 B-1 22 Calculations of B-27 B-22 B-24 Performance Data 23 Financial Statements B-39 B-26 B-27 Items in Part C of Form N-1A All Portfolios - --------- -------------- 24 Financial Statements and C-1 Exhibits 25 Persons Controlled by or C-5 Under Common Control with Registrant 26 Number of Holders of C-5 Securities 27 Indemnification C-5 28 Business and Other C-6 Connections of Investment Adviser 29 Principal Underwriter C-6 30 Location of Accounts and C-8 Records 31 Management Services C-8 32 Undertakings C-8
- ------------------ * Omitted since answer is negative or inapplicable 3 THE BEAR STEARNS FUNDS PART C. OTHER INFORMATION ------------------------- Item 24. Financial Statements and Exhibits - ------- --------------------------------- (a) Financial Statements for the Large Cap Value Portfolio, Small Cap Value Portfolio, Total Return Bond Portfolio, S&P STARS Portfolio, S&P STARS Master Series and The Insiders Select Fund. (1) Statements of Assets and Liabilities as of February 22, 1995 are incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A, filed September 1, 1995. (2) Report of Deloitte & Touche LLP, Independent Accountants, dated February 28, 1995 is incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A, filed September 1, 1995. (3) Statement of Investments as of June 30, 1995 (excluding S&P STARS Portfolio) (unaudited) is incorporated by reference to Post- Effective Amendment No. 5 to the Registration Statement on Form N- 1A, filed September 1, 1995. (4) Statement of Assets and Liabilities as of June 30, 1995 (unaudited) is incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A, filed September 1, 1995. (5) Statement of Operations as of June 30, 1995 (unaudited) is incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A, filed September 1, 1995. (6) Statement of Changes in Net Assets as of June 30, 1995 (unaudited) is incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A, filed September 1, 1995. (7) Statement of Assets and Liabilities as of May 5, 1995 is incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (8) Report of Deloitte & Touche LLP, Independent Accountants, dated May 5, 1995 is incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. C-1 (9) Statement of Investments as of September 30, 1995 (unaudited) is incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (10) Statement of Assets and Liabilities as of September 30, 1995 (unaudited) is incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (11) Statement of Operations as of September 30, 1995 (unaudited) is incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (12) Statement of Changes in Net Assets as of September 30, 1995 (unaudited) is incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (b) Exhibits: (1)(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 November 10, 1995. (1)(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 November 10, 1995. (2) By-Laws are incorporated by reference to Exhibit (2) of Post- Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (5)(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 November 10, 1995. (5)(b) 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 November 10, 1995. C-2 (5)(c) 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 November 10, 1995. (5)(d) Sub-Investment Advisory Agreement is incorporated by reference to Exhibit (5)(d) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (6)(a) Distribution Agreement is incorporated by reference to Exhibit (6)(a) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (6)(b) Form of Dealer Agreement is incorporated by reference to Exhibit (6)(b) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (8) Custody Agreements between the Registrant and Custodial Trust Company are incorporated by reference to Exhibit (8) of Post- Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (10) 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 November 10, 1995. (11) Consent of Independent Auditors is incorporated by reference to Exhibit (11) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (15) Distribution and Shareholder Servicing Plan is incorporated by reference to Exhibit (15) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (16) 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 on November 10, 1995. C-3 (17) Financial Data Schedule is incorporated by reference to Exhibit (17) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed November 10, 1995. (18) Rule 18f-3 Plan, as revised. Other Exhibit: (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 November 10, 1995. (b) Powers of attorney. C-4 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 Title of Class Holders* -------------- ---------------- Shares of beneficial interest, $.001 par value per share, of the following portfolios: S&P STARS Portfolio--Class A 2,878 S&P STARS Portfolio--Class C 1,813 S&P STARS Portfolio--Class Y 286 Large Cap Value Portfolio--Class A 121 Large Cap Value Portfolio--Class C 166 Large Cap Value Portfolio--Class Y 82 Small Cap Value Portfolio--Class A 366 Small Cap Value Portfolio--Class C 368 Small Cap Value Portfolio--Class Y 200 Total Return Bond Portfolio--Class A 118 Total Return Bond Portfolio--Class C 40 Total Return Bond Portfolio--Class Y 18 The Insiders Select Fund--Class A 901 The Insiders Select Fund--Class C 668 The Insiders Select Fund--Class Y 91 ______________ * As of April 9, 1996. Item 27. Indemnification --------------- Reference is made to Article VIII of the Registrant's Declaration of Trust previously filed as Exhibit 1(a). The application of these provisions is limited by Article 10 of the Registrant's By-Laws filed as Exhibit 2 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, C-5 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). Item 28(a). Business and Other Connections of Investment Adviser - ---------- ---------------------------------------------------- Registrant is fulfilling the requirement of this Item 28(a) to provide a list of the officers and directors of Bear Stearns Funds Management Inc. ("BSFM"), the investment adviser of the Registrant, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by BSFM or those of its officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV filed with the SEC pursuant to the Investment Advisers Act of 1940 by BSFM (SEC File No. 801-29862). Item 28(b). Business and Other Connections of Sub-Investment Adviser - ---------- -------------------------------------------------------- Registrant is fulfilling the requirement of this Item 28(b) to provide a list of the officers and directors of Symphony Asset Management ("Symphony"), the sub-investment adviser of the Registrant's The Insiders Select Fund, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by Symphony 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 Symphony (SEC File No. 801-46388). Item 29. Principal Underwriters - ------- ---------------------- (a) Bear, Stearns & Co. Inc. ("Bear Stearns") acts as principal underwriter or depositor for the following investment companies: . Municipal Securities Trust, High Income Series 1 (and Subsequent Series) . Bear Stearns Investment Trust -- Emerging Markets Debt Fund C-6 (b) Set forth below is a list of each executive officer and director of Bear Stearns. 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 - --------- Alan C. Greenberg Chairman James E. Cayne Mark E. Lehman Michael L. Tarnopol Alan D. Schwartz John H. Slade Director Emeritus Warren J. Spector Executive Officers - ------------------ Alan C. Greenberg Chairman of Board James E. Cayne Chief Executive Officer/ President William J. Montgoris Chief Operating Officer/ Chief Financial Officer/ Chief Operations Officer (designation) Michael L. Tarnopol Executive Vice President Alan D. Schwartz Executive Vice President Warren J. Spector Executive Vice President Kenneth L. Edlow Secretary Michael Minikes Treasurer Michael J. Abatemarco/1/ Controller/Assistant Secretary - --------------- /1/ Michael J. Abatemarco's principal business address is 1 MetroTech Center North, Brooklyn, New York 11201-3859. C-7 Mark E. Lehman Executive Vice President- General Counsel Chief Legal Officer (designation) Samuel L. Molinaro, Jr. Senior Vice President - Finance Frederick B. Casey Assistant Treasurer 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. C-8 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 12th day of April, 1996. THE BEAR STEARNS FUNDS (Registrant) By: /s/ Neil T. Eigen* ------------------------------ Neil T. Eigen, 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/ Neil T. Eigen* President (Principal April 12, 1996 - ------------------------- Executive Officer) Neil T. Eigen /s/ Frank J. Maresca Vice President and April 12, 1996 - ------------------------ Treasurer Frank J. Maresca (Principal Financial and Accounting Officer) /s/ Peter M. Bren* Trustee April 12, 1996 - ------------------------- Peter M. Bren /s/ Alan J. Dixon* Trustee April 12, 1996 - ------------------------- Alan J. Dixon /s/ John R. McKernan, Jr.* Trustee April 12, 1996 - -------------------------- John R. McKernan, Jr. C-9 /s/ M.B. Oglesby, Jr.* Trustee April 12, 1996 - ------------------------- M.B. Oglesby, Jr. /s/ Robert S. Reitzes* Trustee April 12, 1996 - ------------------------- Robert S. Reitzes * By: /s/ Frank J. Maresca --------------------- Frank J. Maresca, Attorney-in-Fact C-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to Registration Statement to be signed, in respect of Registrant's S&P STARS Portfolio only, by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 12th day of April, 1996. S&P STARS FUND By: /s/ Barry Nix* ---------------------------- Barry Nix, President Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed below, in respect of Registrant's S&P STARS Portfolio only, by the following persons in the capacities and on the dates indicated. /s/ Barry Nix* President April 12, 1996 - ------------------------- (Principal Executive Barry Nix Officer) /s/ James Fergus McKeon* Treasurer and April 12, 1996 - ------------------------- Secretary James Fergus McKeon (Principal Financial and Accounting Officer) /s/ Robert S. Reitzes* Chairman of the April 12, 1996 - ------------------------- Board and Trustee Robert S. Reitzes /s/ John J. Danilovich* Trustee April 12, 1996 - ------------------------- John J. Danilovich /s/ Vincent Anthony Walsh* Trustee April 12, 1996 - ------------------------- Vincent Anthony Walsh * By: /s/ Frank J. Maresca --------------------- Frank J. Maresca, Attorney-in-Fact C-11 INDEX TO EXHIBITS ----------------- Page ---- (18) Rule 18f-3 Plan, as revised . . . . . . . . Other Exhibit: (b) Power of Attorney . . . . . . . EX-99.(18) 2 RULE 18F-3 PLAN Exhibit (18) THE BEAR STEARNS FUNDS Rule 18f-3 Plan Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), requires that the Board of an investment company desiring to offer multiple classes pursuant to said Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges. The Board, including a majority of the non-interested Board members, of the above-referenced fund (the "Fund") which desires to offer multiple classes for the series set forth on Schedule A (the "Series") has determined that the following plan is in the best interests of each class individually and the Fund as a whole: 1. Class Designation: Each Series' shares shall be divided into Class A, Class C and Class Y. 2. Differences in Services: The services offered to shareholders of each Class shall be substantially the same, except that Right of Accumulation and Letter of Intent shall be available only to holders of Class A shares. 3. Differences in Distribution Arrangements: Class A shares shall be offered with a front-end sales charge, as such term is defined in Article III, Section 26(b), of the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and a deferred sales charge (a "CDSC"), as such term is defined in said Section 26(b), may be assessed on certain redemptions of Class A shares purchased without an initial sales charge as part of an investment of $1 million or more. The amount of the sales charge and the amount of and provisions relating to the CDSC pertaining to the Class A shares are set forth on Schedule B hereto. Class C shares shall not be subject to a front-end sales charge, but shall be subject to a CDSC. The amount of and provisions relating to the CDSC pertaining to Class C shares are set forth on Schedule C hereto. Class A and Class C shares shall be charged a fee pursuant to a Distribution and Shareholder Servicing Plan adopted under Rule 12b-1 under the 1940 Act. The amount of the fees under the Distribution and Shareholder Servicing Plan are set forth on Schedule D hereto. Class Y shares shall be offered at net asset value with no front-end sales charge, CDSC or distribution and shareholder servicing fees. Class Y shares are available to investors whose minimum initial purchase is at least $2.5 million, subject to such waivers or variations as from time to time may be in effect. 4. Expense Allocation. The following expenses will be allocated, to the extent practicable, on a Class-by-Class basis: (a) fees under the Distribution and Shareholder Servicing Plan; (b) printing and postage expenses related to -2- preparing and distributing materials, such as shareholder reports, prospectuses and proxies, to current shareholders of a specific Class; (c) Securities and Exchange Commission and Blue Sky registration fees incurred by a specific Class; (d) the expense of administrative personnel and services as required to support the shareholders of a specific Class; (d) litigation or other legal expenses relating solely to a specific Class; and (f) Board members' fees incurred as a result of issues relating to a specific Class. 5. Conversion Features. On October 13, 1995, Class A Shares held by investors who are eligible to purchase Class Y Shares shall be converted to Class Y shares, based on the relative net value of such Classes as of the close of business on such date, without the imposition of any sales charge, fee or other charge. Thereafter, if a holder of Class A Shares notifies the Fund's distributor that it desires to have its Class A Shares converted to Class Y Shares because it then is eligible to purchase Class Y Shares, the shares which are the subject of the notice shall be converted to Class Y shares, without the imposition of any sales charge, fee or other charge, on the third business day following confirmation of the investor's eligibility to own Class Y Shares, at the relative net value of such Classes as of the close of business on such date. 6. Exchange Privileges. Shares of a Class are exchangeable only for (a) shares of the same Class of another -3- Series or of other investment companies sponsored by the Fund's distributor and (b) shares of the Money Market Portfolio of The RBB Fund, Inc. Dated: March 24, 1995, as revised May 4, 1995, May 31, 1995, September 29, 1995 and April 12, 1996 -4- SCHEDULE A S&P STARS Portfolio Large Cap Value Portfolio Small Cap Value Portfolio Total Return Bond Portfolio The Insiders Select Fund A-1 SCHEDULE B Front-End Sales Charge--Class A Shares--The public offering price for Class A shares shall be the net asset value per share of that Class plus a sales load as shown below: (a) For S&P STARS Portfolio, Large Cap Value Portfolio, Small Cap Value Portfolio and The Insiders Select Fund
Total Sales Load ----------------------- As a % of As a % of offering net asset price per value per Amount of Transaction share share ------------ ----------- Less than $50,000...................................... 4.75 4.99 $50,000 to less than $100,000.......................... 4.25 4.44 $100,000 to less than $250,000......................... 3.75 3.90 $250,000 to less than $500,000......................... 3.25 3.36 $500,000 to less than $750,000......................... 2.75 2.83 $750,000 to less than $1,000,000....................... 2.25 2.30 $1,000,000 and above................................... 0.00 0.00
(b) For Total Return Bond Portfolio
Total Sales Load ----------------------- As a % of As a % of offering net asset price per value per Amount of Transaction share share ------------ ----------- Less than $50,000...................................... 3.75 3.90 $50,000 to less than $100,000.......................... 3.25 3.36 $100,000 to less than $250,000......................... 2.75 2.83 $250,000 to less than $500,000......................... 2.25 2.30 $500,000 to less than $750,000......................... 2.00 2.04 $750,000 to less than $1,000,000....................... 1.50 1.52 $1,000,000 and above................................... 0.00 0.00
Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1.00% (.50% in the case of the Total Return Bond Portfolio) shall be assessed at the time of redemption of Class A shares purchased without an initial sales charge as part of an B-1 investment of at least $1,000,000 and redeemed within one year after purchase. A CDSC of .50% (1% for shares purchased from April 15, 1996 through June 28, 1996) shall be assessed at the time of redemption of Class A shares purchased without a sales charge with the proceeds from the redemption of shares of an investment company sold with a sales charge or commission and not distributed by the Fund's Distributor, if such shares are redeemed within one year of their purchase. The terms contained in Schedule C pertaining to the CDSC assessed on redemptions of Class C shares, including the provisions for waiving the CDSC, shall be applicable to the Class A shares subject to a CDSC. Letter of Intent and Right of Accumulation shall apply to such purchases of Class A shares. B-2 SCHEDULE C Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1.00% payable to the Fund's Distributor shall be imposed on any redemption of Class C shares made within one year of the date of purchase. No CDSC shall be imposed to the extent that the net asset value of the Class C shares redeemed does not exceed (i) the current net asset value of Class C shares acquired through reinvestment of dividends or capital gain distributions, plus (ii) increases in the net asset value of the shareholder's Class C shares above the dollar amount of all payments for the purchase of Class C shares of the Fund held by such shareholder at the time of redemption. If the aggregate value of the Class C shares redeemed has declined below their original cost as a result of the Fund's performance, a CDSC may be applied to the then-current net asset value rather than the purchase price. In determining whether a CDSC is applicable to a redemption, the calculation shall be made in a manner that results in the lowest possible rate. Therefore, it shall be assumed that the redemption is made first of amounts representing shares acquired pursuant to the reinvestment of dividends and distributions; then of amounts representing the increase in net asset value of Class C shares above the total amount of payments for the purchase of Class C shares made during the preceding year; then of amounts representing the cost of shares purchased more than one year prior to the redemption; and finally, of amounts representing the cost of shares purchased within one year prior to redemption. Waiver of CDSC--The CDSC shall be waived in connection with (a) redemptions made within one year after the death or disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), of the shareholder, (b) redemptions by employees participating in Eligible Benefit Plans, (c) redemptions as a result of a combination of any investment company with the Fund or Series by merger, acquisition of assets or otherwise, and (d) a distribution following retirement under a tax-deferred retirement plan or upon attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b) of the Code. Any Fund shares subject to a CDSC which were purchased prior to the termination of such waiver shall have the CDSC waived as provided in the Fund's prospectus at the time of the purchase of such shares. C-1 SCHEDULE D Amount of Distribution and Shareholder Servicing Plan--Each Series shall pay a fee based on the value of the average daily net assets of the respective Class as follows:
Name of Series Class A Class C - -------------- -------- -------- S&P Stars Portfolio .50% 1.00% Large Cap Value Portfolio .50% 1.00% Small Cap Value Portfolio .50% 1.00% The Insiders Select Fund .50% 1.00% Total Return Bond Portfolio .35% .75%
D-1 EX-99.(B) 3 POWER OF ATTORNEY Other Exhibit (b) POWER OF ATTORNEY The person whose signature appears below hereby constitutes and appoints Robert S. Reitzes, Stephen A. Bornstein, Frank J. Maresca and Vincent L. Pereira, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to the Registration Statement for The Bear Stearns Funds (including post-effective amendments and amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Neil T. Eigen President April 12, 1996 - ------------------ (Principal Executive Neil T. Eigen Officer) -----END PRIVACY-ENHANCED MESSAGE-----