0000950130-00-003961 Sample Contracts

SCHEDULE I
Distribution Agreement • July 20th, 2000 • Bear Stearns Funds

Name of Series Last Approved Must be Approved By -------------- ------------- ------------------- S&P Stars Portfolio February 7, 2000 March 31, 2001 Large Cap Value Portfolio February 7, 2000 March 31, 2001 Small Cap Value Portfolio February 7, 2000 March 31, 2001 Total Return Bond Portfolio February 7, 2000 March 31, 2001 The Insiders Select Portfolio February 7, 2000 March 31, 2001 Prime Money Market Portfolio February 7, 2000 March 31, 2001 Focus List Portfolio February 7, 2000 March 31, 2001 High Yield Total Return Portfolio February 7, 2000 March 31, 2001 International Portfolio February 7, 2000 March 31, 2001 Balanced Portfolio February 7, 2000 March 31, 2001 Emerging Markets Debt Portfolio February 7, 2000 March 31, 2001

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ARTICLE I DEFINITIONS -----------
Custody Agreement • July 20th, 2000 • Bear Stearns Funds • New York
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:

ARTICLE I DEFINITIONS -----------
Manager Agreement • July 20th, 2000 • Bear Stearns Funds • New York
WITNESSETH ----------
Delegation Agreement • July 20th, 2000 • Bear Stearns Funds • New York
AND
Custodian Agreement • July 20th, 2000 • Bear Stearns Funds • Massachusetts
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

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