Bear Stearns Funds Sample Contracts

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FORM OF FUND ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Services Agreement • May 30th, 2002 • Bear Stearns Funds • New York
ARTICLE I DEFINITIONS -----------
Custody Agreement • July 20th, 2000 • Bear Stearns Funds • New York
SSL-1994-1 Agreement and Declaration of Trust
Bear Stearns Funds • November 9th, 1995 • Massachusetts
EXHIBIT D(2) SUB-INVESTMENT ADVISORY AGREEMENT BEAR STEARNS ASSET MANAGEMENT INC. 575 LEXINGTON AVENUE NEW YORK, NEW YORK 10022
Bear Stearns Funds • July 20th, 2000

As you are aware, each Series of The Bear Stearns Funds (the "Fund") desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in which manner and to such extent as from time to time may be approved by the Fund's Board of Trustees (the "Board"). The Fund intends to employ us (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Investment Advisory Agreement"), a copy of which has been provided to you. The Adviser desires to employ you to act as the sub-investment adviser to the International Equity Portfolio (the "Series").

EXHIBIT D(1) AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THE BEAR STEARNS FUNDS 575 Lexington Avenue New York, New York 10022
Bear Stearns Funds • July 20th, 2000

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:

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • July 28th, 1998 • Bear Stearns Funds • New York
Exhibit (6)(b) THE BEAR STEARNS FUNDS Shares of Beneficial Interest DEALER AGREEMENT
Dealer Agreement • November 9th, 1995 • Bear Stearns Funds • New York
Exhibit (5)(b) ADMINISTRATION AGREEMENT THE BEAR STEARNS FUNDS 245 Park Avenue New York, New York 10167
Administration Agreement • November 9th, 1995 • Bear Stearns Funds

The Bear Stearns Funds, a Massachusetts business trust (the "Fund") consisting of 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 ("BSFM") as follows:

Exhibit 99.B4(e) INVESTMENT ADVISORY AGREEMENT THE BEAR STEARNS FUNDS 245 Park Avenue New York, New York 10167
Investment Advisory Agreement • May 14th, 1999 • Bear Stearns Funds

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:

INVESTMENT ADVISORY AGREEMENT THE BEAR STEARNS FUNDS 245 Park Avenue New York, New York 10167
Investment Advisory Agreement • July 28th, 1998 • Bear Stearns Funds

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:

ARTICLE I DEFINITIONS -----------
Manager Agreement • July 20th, 2000 • Bear Stearns Funds • New York
ARTICLE I DEFINITIONS -----------
Foreign Custody Manager Agreement • July 27th, 2001 • Bear Stearns Funds • New York
WITNESSETH ----------
Delegation Agreement • July 20th, 2000 • Bear Stearns Funds • New York
SCHEDULE I TO ADMINISTRATION AGREEMENT DATED FEBRUARY 22, 1995 (AS REVISED APRIL 11, 1995) BETWEEN THE BEAR STEARNS FUNDS AND BEAR STEARNS FUNDS MANAGEMENT INC.
Administration Agreement • May 30th, 2002 • Bear Stearns Funds

-------- * Bear Stearns Funds Management Inc. will be paid an annual fee equal to an annual rate of 0.15% of the Portfolio's average daily net assets up to $1 billion, 0.12% of the next $1 billion, 0.10% of the next $3 billion and 0.08% of net assets above $5 billion. The Bear Stearns Funds has agreed to pay Bear Stearns Management Inc. a monthly fee at the annual rate of 0.05% of the average daily net assets of the Money Market Portfolio.

SSL-1994-1 ARTICLES OF AMENDMENT SSL-1994-1, a business trust formed by an Agreement and Declaration of Trust dated September 29, 1994 pursuant to the laws of the Commonwealth of Massachusetts (the "Trust"), hereby certifies to the Secretary of State...
Bear Stearns Funds • November 9th, 1995

SSL-1994-1, a business trust formed by an Agreement and Declaration of Trust dated September 29, 1994 pursuant to the laws of the Commonwealth of Massachusetts (the "Trust"), hereby certifies to the Secretary of State of the Commonwealth of Massachusetts and to the City Clerk of the City of Boston that:

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • October 1st, 1997 • Bear Stearns Funds
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AND
Custodian Agreement • July 20th, 2000 • Bear Stearns Funds • Massachusetts
SUB-INVESTMENT ADVISORY AGREEMENT BEAR STEARNS FUNDS MANAGEMENT INC. 245 PARK AVENUE NEW YORK, NEW YORK 10167
Sub-Investment Advisory Agreement • July 28th, 1998 • Bear Stearns Funds

As you are aware, each Series of The Bear Stearns Funds (the "Fund") desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in which manner and to such extent as from time to time may be approved by the Fund's Board of Trustees (the "Board"). The Fund intends to employ us (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Investment Advisory Agreement"), a copy of which has been provided to you. The Adviser desires to employ you to act as the sub-investment adviser to the International Equity Portfolio (the "Series") starting when the Series is initially offered to the public, which is expected to occur on or about January 1, 1998 and you desire to accept such employment.

Exhibit 99.B4(d) INVESTMENT ADVISORY AGREEMENT THE BEAR STEARNS FUNDS 245 Park Avenue New York, New York 10167
Investment Advisory Agreement • May 14th, 1999 • Bear Stearns Funds

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:

Exhibit 99.B4(b) INVESTMENT ADVISORY AGREEMENT THE BEAR STEARNS FUNDS 245 Park Avenue New York, New York 10167
Investment Advisory Agreement • May 14th, 1999 • Bear Stearns Funds

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:

TO ADMINISTRATIVE SERVICES AGREEMENT DATED FEBRUARY 22, 1995 (AS REVISED APRIL 11, 1995) BETWEEN THE BEAR STEARNS FUNDS AND PFPC INC. AMENDED AS OF JULY 29, 1999 S&P Stars Portfolio Large Cap Value Portfolio Small Cap Value Portfolio Total Return Bond...
Administrative Services Agreement • July 20th, 2000 • Bear Stearns Funds

S&P Stars Portfolio Large Cap Value Portfolio Small Cap Value Portfolio Total Return Bond Portfolio The Insiders Select Portfolio Prime Money Market Portfolio Focus List Portfolio High Yield Total Return Portfolio International Portfolio Balanced Portfolio Emerging Markets Debt Portfolio

INVESTMENT ADVISORY AGREEMENT THE BEAR STEARNS FUNDS 245 Park Avenue New York, New York 10167
Investment Advisory Agreement • July 28th, 1997 • Bear Stearns Funds

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:

Exhibit (5)(a) INVESTMENT ADVISORY AGREEMENT THE BEAR STEARNS FUNDS 245 Park Avenue New York, New York 10167
Investment Advisory Agreement • November 9th, 1995 • Bear Stearns Funds

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:

EXHIBIT H(1) THE BEAR STEARNS FUNDS DEALER AGREEMENT
Dealer Agreement • July 20th, 2000 • Bear Stearns Funds • New York
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