ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
THE BURNHAM FUND INC.
1325 Avenue of the Americas, 17th Floor
New York, NY 10019
2. Name of each series or class of funds for which this notice is
filed: The Burnham Fund Inc. - Class A, Common Stock , par value
$0.10 per share, The Burnham Fund Inc. -Class B, Common Stock,
par value $0.10 per share, and The Burnham Fund Inc. -Class C,
Common Stock, par value $0.10 per share.
3. Investment Company Act File Number: 811-994
Securities Act File Number: 2-17226
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
( )
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
62,803 shares $1,318,614
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2: 62,803 shares $1,318,614
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
286,595 shares $5,722,758
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item
10):
$ 1,318,614
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ $5,722,758
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- $13,140,548
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x .000345
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
0
INSTRUCTION: ISSUERS SHOULD COMPLETE
LINES (II), (III), (IV) AND
(V) ONLY IF THE FORM IS
BEING FILED WITHIN 60 DAYS
AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. SEE
INSTRUCTION C.3.
13. CHECK BOX IF FEES ARE BEING REMITTED TO THE COMMISSION'S
LOCKBOX DEPOSITORY AS DESCRIBED IN SECTION 3A OF THE
COMMISSION'S RULES OF INFORMAL AND OTHER PROCEDURES (17 CFR
202.3A).
( )
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ MICHAEL E. BARNA
Michael E. Barna,
Chief Financial Officer and
Secretary
Date: February 27, 1996
* Please print the name and title of the signing officer
below the signature.
VENABLE, BAETJER AND HOWARD, LLP
Including Professional Corporations
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2977
(410) 244-7400, FAX (410) 244-7742
VENABLE
ATTORNEYS-AT-LAW
February 27, 1996
The Burnham Fund Inc.
1345 Avenue of the Americas
New York, NY 10019
Re: The Burnham Fund Inc.
Ladies and Gentlemen:
We understand that The Burnham Fund Inc., a Maryland corporation (the
"Fund"), is about to file a Rule 24f-2 Notice with the Securities and
Exchange Commission pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, making definite the registration of 349,398
shares of the Fund's Common Stock, par value $.10 per share (the
"Shares"), sold pursuant to Rule 24f-2 during the Fund's fiscal year
ended December 31, 1995.
We have acted as special Maryland counsel for the Fund since its organization
and are familiar with its Charter and Bylaws. We have examined the Rule 24f-2
Notice and the Prospectus and Statement of Additional Information included in
the Fund's Registration Statement on Form N-1A, as amended (the "Prospectus"),
and have examined and relied upon such corporate records of the Fund and other
documents and certificates as to factual matters as we deem necessary for the
purpose of this opinion, including a certificate of the Fund's Treasurer to
the effect, among other things, that during the Fund's fiscal year ended
December 31, 1995, the outstanding shares of Common Stock of each class did
not exceed the number of such shares of each such class authorized in the
Fund's Charter.
We have also examined and relied upon a certificate of the Fund's Treasurer
to the effect that the Fund or its authorized agent received the authorized
payment for the Shares and that the Shares were issued in accordance with the
terms described in the Prospectus. We have also assumed, without independent
verification, the genuineness of signatures on, and the authenticity of, all
documents furnished to us and the conformity of copies to the originals.
Based upon the foregoing, we are of the opinion that:
1. The Fund is a duly organized and validly existing corporation under
the laws of the State of Maryland; and
2. The Shares of the Fund covered by the Rule 24f-2 Notice, when issued,
were validly and legally issued and fully paid and nonassessable under the
laws of the State of Maryland.
This letter expresses our opinion as to the Maryland General Corporation
Law governing matters such as the authorization and issuance of stock. It
does not extend to the securities or "Blue Sky" laws of Maryland, to federal
securities laws or to other laws.
We consent to the filing of this opinion as an exhibit to the Fund's Rule
24f-2 Notice for the fiscal year ended December 31, 1995. In giving this
consent, we do not hereby admit that we are experts with respect to any part
of the Registration Statement within the meaning of the term "expert" as used
in the Securities Act of 1933, as amended, or the rules and regulations of
the Commission issued thereunder. This opinion may not be relied upon by
any other person or for any other purpose without our prior written consent.
Very truly yours,
VENABLE, BAETJER AND HOWARD, LLP
