0000950130-95-002359 Sample Contracts

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ARTICLE I DEFINITIONS -----------
Custody Agreement • November 9th, 1995 • Bear Stearns Funds • New York
SSL-1994-1 Agreement and Declaration of Trust
Agreement and Declaration of Trust • November 9th, 1995 • Bear Stearns Funds • Massachusetts
Exhibit (5)(d) SUB-INVESTMENT ADVISORY AGREEMENT BEAR STEARNS FUNDS MANAGEMENT INC. 245 Park Avenue New York, New York 10167
Sub-Investment Advisory Agreement • November 9th, 1995 • 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 such manner and to such extent as from time to time may be approved by the Fund's 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 furnished to you. The Adviser desires to employ you to act as the sub-investment adviser to The Insiders Select Portfolio (the "Series").

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)(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:

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...
Articles of Amendment • November 9th, 1995 • Bear Stearns Funds

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:

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:

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