UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 34-59065 / December 8, 2008

Administrative Proceeding File No. 3-12238

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan for the distribution of the Fair Fund in this matter ("Distribution Plan").

On March 16, 2006, the Commission issued an Order instituting settled administrative and cease-and-desist proceedings against Bear, Stearns & Co., Inc., and Bear, Stearns Securities Corp. in this matter (the "Order"). In the Order, the Commission authorized and established a Fair Fund, comprised of $250 million in disgorgement and penalties paid by Bear, Stearns & Co., Inc., and Bear, Stearns Securities Corp., for distribution to investors affected by certain mutual fund market timing and late trading activity. The Order provided that the Fair Fund was to be distributed pursuant to a distribution plan developed by an Independent Distribution Consultant.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov, and on the website www.BearStearnsFairFundSettlement.com. Interested parties may also obtain a written copy of the Distribution Plan by submitting a written request to Alison Conn, Assistant Regional Director, United States Securities and Exchange Commission, Room 400, 3 World Financial Center, New York, NY 10281-1022. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than January 7, 2009:

1. by sending a letter to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;

2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission's website should include "Administrative Proceeding File Number 3-12238" in the subject line. Comments received will be available to the public. Commenters should only submit information that they wish to make publicly available.

DISTRIBUTION PLAN

The Fair Fund is comprised of the $250 million paid by Bear, Stearns & Co., Inc., and Bear, Stearns Securities Corp., plus accumulated interest, less any federal, state, or local taxes on the interest. The Distribution Plan provides for the distribution of the Fair Fund to certain mutual funds affected by the activity described in the Order during the period from January 4, 1999, through October 29, 2003, according to a formula designed to capture the proportional dilution in such mutual funds relative to the dilution in all such mutual funds. In some instances, where practicable and feasible, the Distribution Plan allows for the use of an Independent Distribution Consultant appointed in another Commission proceeding or a Fund Administrator to distribute the monies directly to the shareholders of such mutual funds who held their shares during the relevant period. Persons eligible for distributions from the Fair Fund will not need to go through a claims process.

For the Commission, by its Secretary, pursuant to delegated authority.

See also Proposed Distribution Plan

http://www.sec.gov/litigation/admin/2008/34-59065.htm