0000922423-98-000722 Sample Contracts

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • July 28th, 1998 • Bear Stearns Funds • New York
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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:

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.

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