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:
SERIES CLASSE(S) OF SHARES
------ -------------------
The Burnham Fund Inc. Class A, B and C
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, 1996
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):
NOT APPLICABLE
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:
56,747 shares were sold for an aggregate sales price of
$1,333,647
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
56,747 shares were sold for an aggregate sales price of
$1,333,647
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):
258,830 shares were sold for an aggregate sales price of
$5,845,914
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):
$1,333,647
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+5,845,914
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-13,059,437
(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):
x1/33 of 1%
(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 26, 1997
* 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 21201-2978
(410) 244-7400, Fax (410) 244-7742
February 21, 1997
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 56,747
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, 1996.
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, 1996, the
outstanding shares of Common Stock of each class did not, at
any time, 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 and registered pursuant thereto, 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 with respect 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, 1996. 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,
/s/ Venable, Baetjer and Howard, LLP
