SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

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

Filed by the  registrant  |X| 
Filed by a party other than the  registrant  |_| 
Check the  appropriate  box:  
|_| Preliminary proxy  statement             |_| Confidential, for Use of the 
|X| Definitive proxy statement                   Commission Only  
|_| Definitive additional materials              (as permitted by 
|_| Soliciting material pursuant to              Rule 14a-6(e)(2))
    Rule 14a-11(c) or Rule 14a-12

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

                                William Langston
                                ----------------
    (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:

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

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

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:




                             THE BEAR STEARNS FUNDS

                            THE INSIDERS SELECT FUND
                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                 1-800-766-4111

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD JANUARY 20, 1998

         A special meeting of the  shareholders  (the "Meeting") of The Insiders
Select Fund (the "Portfolio"),  a separate non-diversified portfolio of The Bear
Stearns  Funds  (the  "Fund"),  will be held on January  20,  1998 at 11:00 a.m.
Eastern time at the offices of the Fund,  245 Park Avenue,  New York,  New York,
for the purposes indicated below:

          1.   To approve or disapprove  amendments to the  investment  advisory
               agreement between the Fund, on behalf of the Portfolio,  and Bear
               Stearns Funds Management Inc.

          2.   To ratify or reject  the  selection  of  Deloitte & Touche LLP as
               independent auditors of the Portfolio.

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

         Shareholders of record as of the close of business on November 18, 1997
are  entitled to receive  notice of, and to vote at, the Meeting and any and all
adjournment(s)  thereof.  Your  attention  is called to the  accompanying  proxy
statement.

                                      By Order of the Board of Trustees,


                                      Ellen T. Arthur
                                      Secretary


   
Dated:  December 1, 1997
    


         YOU CAN HELP AVOID THE  NECESSITY  AND  EXPENSE  OF  SENDING  FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY  RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO ATTEND THE MEETING,  PLEASE MARK,  SIGN, DATE, AND RETURN THE ENCLOSED
PROXY SO THAT THE  NECESSARY  QUORUM  MAY BE  REPRESENTED  AT THE  MEETING.  THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.




                             THE BEAR STEARNS FUNDS

                            THE INSIDERS SELECT FUND
                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167
                                 1-800-766-4111

   
                                 PROXY STATEMENT
                             DATED DECEMBER 1, 1997
    

                         SPECIAL MEETING OF SHAREHOLDERS
                                   TO BE HELD
                                JANUARY 20, 1998

                              GENERAL INFORMATION

         This proxy statement is furnished in connection  with the  solicitation
of proxies by the Board of Trustees of The Bear Stearns Funds,  a  Massachusetts
business trust (the "Fund"), on behalf of one of its series, The Insiders Select
Fund (the  "Portfolio"),  in connection  with a special  meeting of shareholders
(the "Meeting") to be held on January 20, 1998 at 11:00 a.m. Eastern time at the
offices  of  the  Fund,  245  Park  Avenue,  New  York,  New  York,  and  at any
adjournment(s)  thereof, at which shareholders of the Portfolio will be asked to
consider the following:

          1.   Shareholders will be asked to approve or disapprove amendments to
               the  investment  advisory  agreement  (the  "Investment  Advisory
               Agreement")  between the Fund,  on behalf of the  Portfolio,  and
               Bear Stearns Funds Management Inc. ("BSFM");

          2.   Shareholders  will be asked to ratify or reject the  selection of
               Deloitte & Touche LLP as  independent  auditors of the Portfolio;
               and

          3    Shareholders will be asked to transact such other business as may
               properly come before the Meeting or any adjournment(s) thereof.

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

         The cost of  preparing  and mailing  the notice of  meeting,  the proxy
card, this proxy statement,  and any additional proxy solicitation  material has
been  or is to be  borne  by the  Portfolio.  Proxy  solicitations  will be made
primarily by mail, but may also be made by telephone,  telegraph,  facsimile, or
personal interview conducted by certain officers or employees of the Fund, BSFM,
245 Park Avenue,  New York, New York, Bear,  Stearns & Co. Inc., the Portfolio's
distributor  ("Bear  Stearns"),  245 Park Avenue,  New York, New York, and their
affiliates,  none of whom  will  receive  compensation  therefor.  The  Fund has
retained   Shareholder   Communications   Corporation,   a  professional   proxy
solicitation  firm, to assist in the  solicitation  of proxies.  The cost of the
proxy solicitation services is expected to be




approximately $4,000. In return for compensation from the Portfolio, Shareholder
Communications  Corporation  will request  that  shareholders  of the  Portfolio
submit their proxies, and may do so by mail, telephone, telegraph, facsimile, or
personal interview.

         The Board of Trustees  has fixed the close of business on November  18,
1997 as the record date for the  determination of the  shareholders  entitled to
notice of,  and to vote at,  the  Meeting  or any  adjournment(s)  thereof  (the
"Record  Date").  As of the  Record  Date,  there  were  approximately  967,476,
523,497,  and  88,865  outstanding  Class A,  Class C, and Class Y shares of the
Portfolio,  respectively.  The holders of each share of the  Portfolio  shall be
entitled  to one  vote  for  each  full  share  and a  fractional  vote for each
fractional  share.  As of November 18, 1997, the following  shareholders  owned,
directly or  indirectly,  5% or more of the indicated  class of the  Portfolio's
outstanding shares:




                                   Name and Address                     Number of Shares             Percent
      Class                      of Beneficial Owner                   Beneficially Owned            of Class
      -----                      -------------------                   ------------------            --------

                                                                                            
   
     Class Y         Bear Stearns Securities Corp.                          4,500                      5.1
                     FBO 048-79821-18
                     1 Metrotech Center North
                     Brooklyn, NY  11201-3859

     Class Y         Master Works 401K TTEE                                26,184                     29.4
                     FBO Barra 401K Plan
                     Attention:  Funds Group
                     P.O. Box 62000
                     San Francisco, CA  94162-1761

     Class Y         Bear Stearns Securities Corp.                          4,510                      5.1
                     FBO 048-33878-17
                     1 Metrotech Center North
                     Brooklyn, NY  11201-3859
    


         A copy of the Portfolio's annual report for the fiscal year ended March
31, 1997 and  semi-annual  report for the period ended September 30, 1997 may be
received, free of charge, by calling the Fund, toll free, at 800-766-4111.

         Approval of the amended Investment  Advisory Agreement (Proposal 1) for
the  Portfolio  will  require  the  affirmative  vote  of  a  "majority  of  the
outstanding  voting  securities" of the Portfolio,  which for this purpose means
the  affirmative  vote of the  lesser  of (1) more  than 50% of the  outstanding
shares  of the  Portfolio,  or (2) 67% or more of the  shares  of the  Portfolio
present  at the  Meeting,  if the  holders  of more than 50% of the  outstanding
shares of the Portfolio are present or represented by proxy at the Meeting.  The
ratification  of the selection of Deloitte & Touche LLP as independent  auditors
(Proposal 2) will require the  affirmative  vote of a majority of the votes cast
at the Meeting,  provided  that a quorum is present in person or by proxy at the
Meeting.

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


                                        2



with reference to a percentage of votes present at the Meeting, which would have
the effect of treating  abstentions  and non-votes as if they were votes against
the proposal.

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


                                        3



                                   PROPOSAL 1

                       APPROVAL OR DISAPPROVAL OF AMENDED
                          INVESTMENT ADVISORY AGREEMENT

INTRODUCTION

         BSFM provides investment advisory services to the Portfolio pursuant to
the  Investment  Advisory  Agreement  dated February 22, 1995, as revised May 4,
1995, with the Fund.

         The  Portfolio  pays BSFM an advisory fee at an annual rate equal to 1%
of the Portfolio's  average daily net assets which is adjusted monthly depending
on the extent to which the  investment  performance  of shares of the  Portfolio
exceeded or was exceeded by the percentage  change in the  investment  record of
the Standard & Poor's  Stock Index (the "S&P 500  Index").  On November 5, 1997,
the Board of Trustees of the Fund determined that it was in the best interest of
the Portfolio and its shareholders that the Portfolio's  advisory fee adjustment
be amended to reflect relative  performance  against the S&P MidCap 400 Index as
opposed to the S&P 500 Index.  Accordingly,  the Board  approved an amendment to
the Investment Advisory Agreement which changes the performance benchmark to the
S&P  MidCap  400  Index  from the S&P 500  Index.  The  Board of  Trustees  also
considered  and approved  certain other  amendments to the  Investment  Advisory
Agreement   which  are  designed  to  clarify  and  supplement  the  rights  and
obligations of the parties to the  agreement.  Each such amendment is subject to
shareholder  approval.  Shareholders of the Portfolio are being asked to approve
the amendments to the Investment Advisory Agreement, including the change of the
advisory  fee  paid  by the  Portfolio  to an  annual  rate  equal  to 1% of the
Portfolio's average daily net assets which will be adjusted monthly depending on
the extent to which the investment performance of shares of the Portfolio exceed
or are exceeded by the percentage change in the S&P MidCap 400 Index.

AMENDMENTS TO THE INVESTMENT ADVISORY AGREEMENT

         The  following  paragraphs  summarize  the material  amendments  to the
Investment  Advisory  Agreement,  which  shareholders of the Portfolio are being
asked to approve.  A copy of the  proposed  Investment  Advisory  Agreement,  as
amended,  is attached  hereto as Exhibit A. This  discussion is qualified by the
provisions of the complete Investment Advisory Agreement which should be read in
conjunction with the following.

         A.       CHANGE OF PERFORMANCE BENCHMARK

         The amended  Investment  Advisory  Agreement  changes  the  Portfolio's
performance benchmark to the S&P MidCap 400 Index from the S&P 500 Index.

         Under the  terms of the  current  Investment  Advisory  Agreement,  the
Portfolio  pays BSFM a monthly fee at the annual  rate of 1% of the  Portfolio's
average  daily net assets (the  "Basic  Fee")  which is  adjusted  monthly  (the
"Monthly  Performance   Adjustment")  depending  on  the  extent  to  which  the
investment performance of the class of shares expected to bear the highest total
Portfolio  operating  expenses  (currently,  Class  C),  net of  such  expenses,
exceeded or was exceeded by the percentage  change in the  investment  record of
the S&P 500 Index. The Monthly Performance Adjustment may increase or


                                        4



decrease the total advisory fee payable to BSFM (the "Total Advisory Fee") by up
to 0.50% per year of the value of the Portfolio's average daily net assets.

         The S&P 500 Index is composed of 500 selected  common  stocks,  most of
which are listed on the New York Stock Exchange.  The composition of the S&P 500
Index is  determined  by Standard & Poor's  based on such  factors as the market
capitalization  and  trading  activity  of  each  stock  and its  adequacy  as a
representative of stocks in a particular industry group, and may be changed from
time to time.  The  weightings  of stocks in the S&P 500 Index are based on each
stock's  relative  total  market  capitalization;  that is, its market price per
share times the number of shares outstanding.

         The  monthly  Total   Advisory  Fee  is  calculated  as  follows:   (a)
one-twelfth  of the 1.0%  annual  Basic  Fee rate  (0.083%)  is  applied  to the
Portfolio's average daily net assets over the most recent calendar month, giving
a dollar amount which is the Basic Fee for that month;  (b)  one-twelfth  of the
applicable  performance  adjustment  rate from the table below is applied to the
Portfolio's average daily net assets over the most recent calendar month, giving
a dollar  amount  which is the  Monthly  Performance  Adjustment  (for the first
twelve-month  period,  no  performance  adjustment  will be  made);  and (c) the
Monthly Performance Adjustment is then added to or subtracted from the Basic Fee
and the  result is the  amount  payable  by the  Portfolio  to BSFM as the Total
Advisory Fee for that month.

         The full  range of Total  Advisory  Fees on an  annualized  basis is as
follows:




PERCENTAGE POINT DIFFERENCE
BETWEEN DESIGNATED CLASS'
PERFORMANCE (NET OF
EXPENSES INCLUDING ADVISORY FEES)                                       PERFORMANCE
AND PERCENTAGE CHANGE IN THE                                             ADJUSTMENT
S&P 500 INDEX                                           BASIC FEE (%)       RATE (%)          TOTAL FEE (%)
- ------------------------------------------------------------------------------------------------------------
                                                                                           
+3.00 percentage points or more......................        1%            0.50%                  1.50%
+2.75 percentage points or more
but less than +3.00 percentage points................        1%            0.40%                  1.40%
+2.50 percentage points or more
but less than +2.75 percentage points................        1%            0.30%                  1.30%
+2.25 percentage points or more
but less than +2.50 percentage points................        1%            0.20%                  1.20%
+2.00 percentage points or more
but less than +2.25 percentage points................        1%            0.10%                  1.10%
Less than +2.00 percentage points
but more than -2.00 percentage points................        1%            0.00%                  1.00%
- -2.00 percentage points or less
but more than -2.25 percentage points................        1%           -0.10%                  0.90%
- -2.25 percentage points or less
but more than -2.50 Percentage points................        1%           -0.20%                  0.80%
- -2.50 percentage points or less
but more than -2.75 percentage points................        1%           -0.30%                  0.70%
- -2.75 percentage points or less
but more than -3.00 percentage points................        1%           -0.40%                  0.60%
- -3.00 percentage points or less......................        1%           -0.50%                  0.50%




                                        5



         The period over which performance is measured is a rolling twelve-month
period and the  performance of the S&P 500 Index is calculated as the sum of the
change in the level of the S&P 500 Index  during the  period,  plus the value of
any dividends or distributions  made by the companies whose securities  comprise
the S&P 500 Index.

         If  shareholders  approve  the  amendment  to the  Investment  Advisory
Agreement, the Portfolio will pay BSFM a monthly fee at the annual rate of 1% of
the  Portfolio's  average  daily  net  assets  which  will be  adjusted  monthly
depending on the extent to which the net investment  performance of the class of
shares expected to bear the highest total Portfolio  operating  expenses exceeds
or is  exceeded by the  percentage  change in the  investment  record of the S&P
MidCap 400 Index.  The Monthly  Performance  Adjustment may increase or decrease
the Total  Advisory Fee by up to 0.50% per year of the value of the  Portfolio's
average daily net assets. The Total Advisory Fee will be calculated precisely as
it is described  above and  illustrated  in the table except that the S&P MidCap
400 Index will replace the S&P 500 Index as the performance benchmark.

         The S&P MidCap 400 Index will become the  benchmark  for the  Portfolio
upon the approval of the amended Investment Advisory Agreement by the holders of
a majority (as defined in the 1940 Act) of the  Portfolio's  outstanding  voting
shares.

         Board  Consideration.  Upon the recommendation  and  representations of
BSFM, the Board of Trustees  approved the change of the Portfolio's  performance
benchmark  from the S&P 500 Index to the S&P MidCap 400 Index  because the Board
and BSFM  believe  that the S&P  MidCap  400  Index  is more  reflective  of the
management  of the Portfolio  than the S&P 500 Index.  In order to be consistent
and fair in the  application of the investment  advisory fee, the Board believes
that it is in the best interest of the Portfolio  and its  shareholders  to link
the advisory fee calculation to the new benchmark,  the S&P MidCap 400 Index, as
the market  capitalization  of the  companies  that  comprise the index are more
similar to the issuers in which the Portfolio invests.

         In  determining  that the S&P MidCap 400 Index is the more  appropriate
index  for the  Portfolio,  the  Trustees,  based  on  representations  of BSFM,
considered  various  factors,  including  the  volatility,   diversification  of
holdings,  types of securities  owned, and objectives of the Portfolio,  and the
securities  that  comprise  the S&P MidCap  400 Index.  The S&P MidCap 400 Index
consists  of  400  domestic   stocks  chosen  for  market  size  (median  market
capitalization  of about $1.7 billion as of October 31,  1997),  liquidity,  and
industry group  representation.  It is a market-weighted  index, with each stock
affecting the Index in proportion to its market value.

         The Board of  Trustees  considered  the fact  that had the  performance
benchmark  been the S&P MidCap 400 Index for the  period  since the  Portfolio's
inception,  the investment  advisory fees that result from the formula contained
in the Investment  Advisory Agreement would have been significantly  higher. The
Trustees  also  considered  that  BSFM  has  waived  all of its fees  since  the
Portfolio's  inception.  Thus,  if the S&P MidCap 400 Index had been in place as
the  performance  benchmark  of the  Portfolio,  the  advisory  fees paid by the
Portfolio  over the period since its  inception  would have been  identical.  In
addition,  the  Trustees  considered  BSFM's  representation  that it intends to
continue waiving its investment  advisory fees until the Portfolio's  assets can
sufficiently absorb the Portfolio's expenses,  and concluded that it would be in
the  best  interests  of  shareholders  for the  performance  benchmark  to more
accurately  reflect the  composition of the Portfolio.  The Trustees  recognized
that, going forward,  the Portfolio's  advisory fees may be higher or lower than
past  levels  depending  on the  Portfolio's  performance  relative  to the  new
performance benchmark.


                                        6



         The Investment Adviser.  BSFM is a wholly-owned  subsidiary of The Bear
Stearns Companies Inc., which is located at 245 Park Avenue,  New York, New York
10167. The Bear Stearns  Companies Inc. is a holding company which,  through its
subsidiaries  including its  principal  subsidiary,  Bear Stearns,  is a leading
United States investment banking,  securities trading and brokerage firm serving
United  States  and  foreign   corporations,   governments,   institutional  and
individual investors. BSFM is a registered investment adviser and offers, either
directly or through affiliates,  investment advisory and administrative services
to open-end and closed-end  investment funds and other managed pooled investment
vehicles with net assets on October 31, 1997 of approximately $7.7 billion.

         BSFM   supervises  and  assists  in  the  overall   management  of  the
Portfolio's  affairs  under the  Investment  Advisory  Agreement  subject to the
overall   authority  of  the  Fund's  Board  of  Trustees  in  accordance   with
Massachusetts  law. BSFM uses a team approach to money management  consisting of
portfolio  managers,  assistant  portfolio managers and analysts performing as a
dynamic unit to manage the assets of the Portfolio. The team consists of Mark A.
Kurland,  Senior Portfolio Manager; Robert S. Reitzes, Senior Portfolio Manager;
James   McCluskey,   Senior   Portfolio   Manager;   Gayle   Sprute,   Portfolio
Manager/Analyst;  and Harris Cohen, Portfolio  Manager/Analyst.  James McCluskey
leads the portfolio manager team for the Portfolio.  Mr. McCluskey,  a Chartered
Financial  Analyst,  joined BSFM in May 1997 as a Senior  Managing  Director and
Senior  Portfolio  Manager.  From 1989 through 1997,  he was a Senior  Portfolio
Manager  at  Spare,  Kaplan,  Bischel  &  Associates,   an  institutional  asset
management firm, where he co-managed over $2 billion in assets.

         The  following  persons are directors  and/or senior  officers of BSFM:
Mark A. Kurland, Chief Executive Officer, President,  Chairman of the Board, and
Director;  Robert S. Reitzes,  Executive Vice  President and Director;  Frank J.
Maresca,  Executive  Vice  President;  Vincent L. Pereira,  Treasurer;  Ellen T.
Arthur, Secretary;  Michael Minikes, Warren J. Spector, and Robert M. Steinberg,
Directors.  The business  address of each of the  directors  and officers in 245
Park Avenue, New York, New York 10167.

         The following are the directors  and/or senior officers of the Fund who
are affiliated with BSFM: Alan J. Dixon,  Interested  Trustee;  Michael Minikes,
Chairman of the Board of  Trustees;  Robert S.  Reitzes,  President;  Donalda L.
Fordyce,  Vice  President,  Senior Managing  Director of Bear Stearns;  Frank J.
Maresca, Vice President and Treasurer, Managing Director--Bear Stearns; Ellen T.
Arthur,  Secretary,  Associate  Director of Bear  Stearns;  Vincent L.  Pereira,
Assistant Treasurer,  Associate Director of Bear Stearns; Christina P. LaMastro,
Assistant  Secretary.  As of November 18, 1997, members of the Board of Trustees
and  officers  of the Fund,  as a group,  owned less than 1% of the  Portfolio's
outstanding shares.

         The Advisory Fees. For the period from June 16, 1995  (commencement  of
investment  operations)  through March 31, 1996,  the  investment  advisory fees
payable  amounted to  $116,606.  For the fiscal year ended March 31,  1997,  the
investment advisory fees payable amounted to $182,313. These amounts were waived
pursuant to a voluntary undertaking by BSFM, resulting in no investment advisory
fees being paid by the Portfolio in the previous  fiscal  periods.  In addition,
BSFM reimbursed  $159,169 and $243,945 during the fiscal periods ended March 31,
1996 and  March 31,  1997,  respectively,  in order to  maintain  the  voluntary
expense limitation.

         If the S&P MidCap 400 Index had been the performance  benchmark for the
fiscal year ended March 31, 1997,  the  investment  advisory  fees payable would
have been  $288,037,  which is 58%  higher  than the  investment  advisory  fees
payable by the Portfolio for that period. However, BSFM would have


                                        7



   
waived  payment of the entire  amount.  By agreement,  the formula to adjust the
Portfolio's  investment  advisory fees became  effective  during the fiscal year
which began on April 1, 1996. Therefore, the change of the performance benchmark
would have had no effect on the advisory  fees paid by the Portfolio for periods
before  April 1,  1996.  Actual  advisory  fees  after  the  adjustment  for the
investment  performance  fee  may  be  greater  or  lower  in  the  future  as a
consequence of the change in the performance benchmark.
    

         BSFM has represented  that it intends to continue its voluntary  waiver
of the investment  advisory fees of the Portfolio until the  Portfolio's  assets
can sufficiently absorb the Portfolio's expenses.

         Affiliated  Brokerage.  For the period June 16, 1995  (commencement  of
operations)   through  March  31,  1996,  the  Portfolio  paid  total  brokerage
commissions of $38,019, of which $26,339 was paid to Bear Stearns. The Portfolio
paid 69.28% of its  commissions  to Bear  Stearns,  and, with respect to all the
securities  transactions for the Portfolio,  39.40% of the transactions involved
commissions  being paid to Bear  Stearns.  For the fiscal  year ended  March 31,
1997, the Portfolio paid total brokerage commissions of $39,790, of which $8,925
was paid to Bear Stearns.  The Portfolio paid 22.43% of its  commissions to Bear
Stearns, and, with respect to all the securities transactions for the Portfolio,
22.18% of the transactions involved commissions being paid to Bear Stearns.

         B.       MODERNIZATION OF THE INVESTMENT ADVISORY AGREEMENT

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

         Use of Affiliated  Entities.  The amended Investment Advisory Agreement
clarifies  that  BSFM may  render  services  through  its own  employees  or the
employees  of one or more  affiliated  companies  that are  qualified  to act as
investment  adviser to the Portfolio and are under the common control of BSFM as
long as all  such  persons  are  functioning  as part of an  organized  group of
persons that is managed by authorized officers of BSFM. In addition, the amended
Investment Advisory Agreement provides that BSFM will be as fully responsible to
the  Portfolio for the acts and omissions of such persons as BSFM is for its own
acts and omissions.  BSFM has the power to employ or associate itself with other
persons in connection with its provision of investment  advisory services to the
Portfolio under the current Investment  Advisory  Agreement.  The new provision,
however,  clarifies  and  expands  BSFM's  ability  to provide  services  to the
Portfolio through its affiliates.  In addition,  the amended Investment Advisory
Agreement  removes a provision  which both limits the  liability  of  investment
subadvisers to the Portfolio and gives such investment subadvisers the status of
a third-party beneficiary of the Investment Advisory Agreement.


                                        8



         Expense  Limitations.  Pursuant  to  the  National  Securities  Markets
Improvement Act of 1996,  which created a national  system of regulating  mutual
funds by pre-empting  State blue sky laws, the Portfolio is no longer subject to
State blue sky laws including those involving  expense  limitations.  Therefore,
the language  referring  to such  limitations  is not in the amended  Investment
Advisory Agreement.

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

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

         The Board of Trustees of the Fund recommends  that  shareholders of the
Portfolio  approve  the  amendments  to the  Investment  Advisory  Agreement.  A
complete copy of the Investment Advisory  Agreement,  as amended, is attached as
Exhibit A.

REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION

         Approval  of  the  Investment   Advisory  Agreement  will  require  the
affirmative  vote of a "majority of the  outstanding  voting  securities" of the
Portfolio,  which, for this purpose, means the affirmative vote of the lesser of
(1) more than 50% of the outstanding  shares of the Portfolio or (2) 67% or more
of the shares of the  Portfolio  present at the  Meeting if more than 50% of the
outstanding  shares of the Portfolio are represented at the Meeting in person or
by proxy.  If the  shareholders  of the  Portfolio  do not  approve  the amended
Investment Advisory Agreement, the Board will take such further action as it may
deem to be in the best interests of the Portfolio's shareholders.

                THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
                 SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.


                                        9



                                   PROPOSAL 2

                          RATIFICATION OR REJECTION OF
                              INDEPENDENT AUDITORS

         The Board of Trustees, including a majority of the trustees who are not
interested persons of the Fund,  unanimously appointed Deloitte & Touche LLP, as
independent auditors to examine and to report on the financial statements of the
Portfolio  for the fiscal year  ending  March 31,  1998.  Such  appointment  was
expressly  conditioned upon the right of the Portfolio by a vote of the majority
of the  outstanding  voting  securities at any meeting called for the purpose to
terminate  such  employment.  The Board's  selection of Deloitte & Touche LLP is
hereby submitted to shareholders for ratification.

         Deloitte & Touche LLP has served as the  independent  auditors  for the
Portfolio  during its most recent fiscal  period ended March 31, 1997.  Services
performed  by Deloitte & Touche LLP during such time have  included the audit of
the financial statements of the Fund and services related to filings of the Fund
with the Securities and Exchange Commission.  Deloitte & Touche LLP has informed
the Fund that  neither  Deloitte  & Touche LLP nor any of its  partners  has any
direct or material indirect financial  interest in the Fund.  Representatives of
Deloitte & Touche LLP are not  expected  to be present at the  Meeting  but have
been given the  opportunity  to make a statement if they so desire,  and will be
available should any matter arise requiring their participation.

REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION

         Approval  of the  selection  of  Deloitte & Touche  LLP as  independent
auditors to examine and report on the financial  statements of the Portfolio for
the fiscal year ending  March 31, 1998 will  require the  affirmative  vote of a
majority of the shareholders present or represented by proxy at the Meeting.

                THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
                 SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.


OTHER INFORMATION

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

         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


                                       10



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  otherwise
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 245 Park Avenue,  New York,  New
York 10167, 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,

                                             ELLEN T. ARTHUR
                                                   Secretary


                                       11



                                                                       EXHIBIT A

                                     FORM OF
                          INVESTMENT ADVISORY AGREEMENT

                             THE BEAR STEARNS FUNDS
                                 245 Park Avenue
                            New York, New York 10167



                                                       __________________ , 1998


Bear Stearns Funds Management Inc.
245 Park Avenue
New York, New York 10167

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 the Series investments and conduct a continuous program of investment,
evaluation and, if appropriate, sale and


                                        i



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  the  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 the 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 the
commencement  of sales of a Series'  shares (after any sales are made to you) to
the end of the month during which such sales shall have been commenced  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  prorated  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 the 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,
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 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.


                                       ii



                  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 the Series with  brokers or dealers  selected by you,
which may include brokers or dealers affiliated with you to the extent permitted
by 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 it deems 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 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 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. The


                                       iii



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

                  As to each Series,  this  Agreement  shall  continue until the
date set forth opposite such Series' name on Schedule 1 hereto (the  "Reapproval
Date") and thereafter shall continue automatically for successive annual periods
ending on the day of each year set forth opposite the Series' name on Schedule 1
hereto  (the  "Reapproval  Day"),  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.


                                       iv



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 FUNDS MANAGEMENT INC.


By:
   -------------------------------



                                                         v



                                   SCHEDULE 1


INSIDERS SELECT FUND

         For the  period  beginning  on the first day of the month  after  which
shareholders of the Fund have approved this Agreement,  and ending with the last
day of the twelfth full calendar month thereafter, 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").
Beginning with the thirteenth  month,  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.

         After  the  Monthly  Performance  Adjustment  is  effective,  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.


                                       vi



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





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

                                                                                                              
+3.00 percentage points or more.................................            1%             .50%                      1.50%

+2.75 percentage points or more but less
   less than + 3.00 percentage points...........................            1%             .40%                      1.40%

+2.50 percentage points or more but less
   than + 2.75 percentage points................................            1%             .30%                      1.30%

+2.25 percentage points or more but less
   than + 2.50 percentage points................................            1%             .20%                      1.20%

+2.00 percentage points or more but less
   than + 2.25 percentage points................................            1%             .10%                      1.10%

Less than + 2.00 percentage points but more
   than -2.00 percentage points.................................            1%             0.0%                      1.00%

- -2.00 percentage points or less but more
   than -2.25 percentage points.................................            1%            -.10%                       .90%

- -2.25 percentage points or less but more
   than -2.50 percentage points.................................            1%            -.20%                       .80%

- -2.50 percentage points or less but more                                    1%
  than -2.75 percentage points..................................                          -.30%                       .70%

- -2.75 percentage points or less but more                                    1%
   than -3.00 percentage points.................................                          -.40%                       .60%

- -3.00 percentage points or less.................................            1%            -.50%                       .50%




The period over which performance will be measured is a rolling 12-month period.


                                       vii



                             THE BEAR STEARNS FUNDS

                            THE INSIDERS SELECT FUND
                                      PROXY

         THIS PROXY IS  SOLICITED  BY THE BOARD OF TRUSTEES of The Bear  Stearns
Funds (the "Fund"), on behalf of The Insiders Select Fund (the "Portfolio"), for
use at a Special  Meeting of Shareholders to be held at the offices of the Fund,
245 Park Avenue,  New York, New York, on January 20, 1998 at 11:00 a.m.  Eastern
time.

         The  undersigned  hereby appoints Ellen T. Arthur and Frank J. Maresca,
and each of them, with full power of substitution, as proxies of the undersigned
to vote at the above-stated  Special Meeting,  and at all adjournments  thereof,
all  shares of  beneficial  interest  of the Fund that are held of record by the
undersigned  on the record  date for the  Special  Meeting,  upon the  following
matters:

         Please mark box in blue or black ink.

ITEM   1.         Vote on  Proposal  to approve  or disapprove amendments to the
                  investment  advisory  agreement between the Fund, on behalf of
                  the Portfolio, and Bear Stearns Funds Management Inc.

                          FOR            AGAINST           ABSTAIN
                          |_|              |_|               |_|

ITEM   2.         Vote on Proposal to ratify or reject the selection of Deloitte
                  & Touche LLP as independent auditors of the Portfolio.

                          FOR            AGAINST           ABSTAIN
                          |_|              |_|               |_|

ITEM   3.         The  transaction of  such  other business  as  may be properly
                  brought before the meeting.

                          FOR            AGAINST           ABSTAIN
                          |_|              |_|               |_|

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



         Every  properly  signed  proxy  will be voted in the  manner  specified
         thereon  and,  in the  absence  of  specification,  will be  treated as
         GRANTING authority to vote FOR all of the above items.

         Receipt of Notice of Special Meeting is hereby acknowledged.




PLEASE SIGN, DATE AND RETURN PROMPTLY.

                      ------------------------------------------
                      Sign here exactly as name(s) appears hereon

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

                      Dated:________________________________, 1998

                      IMPORTANT:  Joint owners must EACH sign.  When
                      signing as attorney, executor, administrator, trustee,
                      guardian or corporate officer, please give your full 
                      title as such.