As filed, via EDGAR, with the Securities and Exchange Commission on February 29,
2000.

                                                              File No.: 33-84842
                                                              ICA No.: 811-8798

                           SCHEDULE 14A (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

    Filed by the  registrant  [X]
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    Check the  appropriate  box:
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    [ ] Definitive proxy statement            Commission Only
    [ ] Definitive additional materials       (as permitted by Rule 14a-6(e)(2))
    [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                             THE BEAR STEARNS FUNDS
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

     |X|  No fee required.
     [ ]  Fee computed on table below per Exchange  Act Rules  14a-6(i)(1)  and
          0-11.

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

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange Act Rule 0-11:

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     [ ]  Fee paid previously with preliminary materials.

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

     (1)  Amount previously paid:

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     (4)  Date filed:






                                    APPENDIX

                  Investment Advisory Agreements.  Bear Stearns Asset Management Inc. ("BSAM") provides investment advisory
services to each Portfolio pursuant to current Investment Advisory Agreements with the Fund (each a "Current Advisory
Agreement") dated as shown in the following table:
- ------------------------------------------------------------------------------------------------------------
  Portfolios                  Current Advisory Agreement    Date(s) Last Submitted to    Purpose of
                              Date(s)                       Shareholders for Approval    Submission to
                                                                                         Shareholders
- ------------------------------------------------------------------------------------------------------------
                                                                                
  Income, Large Cap,          February 22, 1995, as         February 22, 1995            Initial Approval
  Small Cap Portfolios        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,       September 8, 1997             December 19, 1997            Initial Approval
  International Equity
  Portfolios
- ------------------------------------------------------------------------------------------------------------
  Focus List Portfolio        December 29, 1997             December 29, 1997            Initial Approval
- ------------------------------------------------------------------------------------------------------------
  Insiders Select Fund        January 20, 1998              January 20, 1998             New Benchmark
- ------------------------------------------------------------------------------------------------------------
  EMD 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,  Chairman of the Board and Director; Robert S.
Reitzes, Executive Vice President and Director; Doni L. Fordyce, Vice President,
Chief  Operating  Officer and Director;  Stephen A.  Bornstein,  Secretary;  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%
              EMD                         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) and                             Adjustment     Ttotal
  Percentage Change in the S&P MidCap 400 Index                             Basic Fee      Rate (%)      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
             EMD Portfolio                           $88,623           $335,209
             S&P STARS Portfolio                  $1,291,152           $716,763

                                       2



             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
                  EMD 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 companies listed below.

 Name of Fund
 Managed Income                     Net Assets                 Amount of Annual
 Plus Fund, Inc.                    as of ________               Advisory Fee
 ---------------                    --------------             ----------------

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                  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,

                                       3



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.
                                                                     Principal
 Name              Address                Position with M&P          Occupation
 ----              -------                -----------------          ----------

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

                  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%

                                       4



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
                  EMD 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 Class A, Class B
and  Class C shares  of each  Portfolio  paid  under  (a) the  relevant  Current
Distribution  Plan,   including  amounts  paid  to

                                       5



(i) broker-dealers, (ii) underwriters and (iii), if applicable, for advertising,
printing,  mailing  prospectuses  to prospective  shareholders,  compensation to
sales  personnel,  and interest,  carrying,  or other financing  charges ("Other
Distribution");  and (b) the  Shareholder  Servicing Plan for personal  services
rendered to shareholders (see "Shareholder Servicing Plan"), for the fiscal year
ended March 31 1999.

                                    Class A*

                                           Total        Broker-        Other
   Portfolio                              Payments      Dealers    Distribution
   ---------                              --------      -------    ------------
  Income Portfolio                         $15,836      $11,276         $4,560
  High Yield Portfolio                    $138,476      $13,924       $124,552
  EMD 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

            *Class A shares made no payments to underwriters

                                    Class B*

                                           Total        Broker-
   Portfolio                              Payments      Dealers    Underwriters
   ---------                              --------      -------    ------------
  Income Portfolio                          $4,599          $36         $4,563
  High Yield Portfolio                    $148,999       $1,881       $147,118
  EMD 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

            *Class B shares made no payments for other distribution.

                                    Class C*

                                           Total        Broker-
   Portfolio                              Payments      Dealers    Underwriters
   ---------                              --------      -------    ------------
  Income Portfolio                         $17,360      $11,983         $5,377
  High Yield Portfolio                    $183,211      $11,093       $172,118
  EMD 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

          *Class C shares made no payments for other distribution.

                                       6



                  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 and
Small Cap Portfolios.

                  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.



- --------------------------------------------------------------------------------------------------------
Portfolio                 Total Commissions     Commissions Paid to    % Paid to Bear      % of Total
                          Paid (including       Bear Stearns           Stearns             Transactions
                          commissions paid to
                          Bear Stearns)
- --------------------------------------------------------------------------------------------------------
                                                                                   
High Yield                      $3,600               $900                  25.00%               0.44%
- --------------------------------------------------------------------------------------------------------
EMD                             $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%
- --------------------------------------------------------------------------------------------------------