<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
REGISTRATION FILE NOS. 2-17226, 811-994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 69 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 31 [X]
(CHECK APPROPRIATE BOX OR BOXES)
BURNHAM INVESTORS TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
1325 AVENUE OF THE AMERICAS, 26TH FLOOR
NEW YORK, NEW YORK 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(800) 874-FUND
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
JON M. BURNHAM
1325 AVENUE OF THE AMERICAS, 26TH FLOOR
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
PAMELA J. WILSON, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX):
[ ] IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b)
[ ] ON (DATE) PURSUANT TO PARAGRAPH (b)
[ ] 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1)
[ ] ON (DATE) PURSUANT TO PARAGRAPH (a)(1)
[X] 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2)
[ ] ON PURSUANT TO PARAGRAPH (a)(2) OF RULE 485
THIS POST-EFFECTIVE AMENDMENT RELATES SOLELY TO BURNHAM U.S. TREASURY MONEY
MARKET FUND, A SERIES OF SHARES OF THE REGISTRANT. NO INFORMATION RELATING TO
ANY OTHER SERIES OF SHARES OF BURNHAM INVESTORS TRUST IS DELETED, AMENDED OR
SUPERSEDED HEREBY.
<PAGE>
October , 1999
Prospectus
A family of mutual funds that aims to give investors the tools to build prudent
investment portfolios
Burnham U.S. Treasury Money Market Fund BURNHAM INVESTORS TRUST
As with all mutual funds, the Securities and Exchange Commission does not
approve or disapprove these shares or say whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
[LOGO]
Burnham
INVESTORS TRUST
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL SHARES OF BURNHAM U.S. TREASURY MONEY MARKET FUND UNTIL THE AMENDMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
Please read this prospectus carefully before investing.
Mutual funds are not bank accounts and are neither insured nor guaranteed by the
FDIC or any other government agency. An investment in any mutual fund entails
the risk of losing money.
<PAGE>
[LOGO]
Introducing
Burnham U.S. Treasury Money Market Fund
TABLE OF CONTENTS
<TABLE>
<S> <C>
I THE FUND .................................................................1
Profile of the main strategies and risks of Burnham U.S. Treasury Money
Market Fund
INVESTMENT ADVISER........................................................5
II YOUR ACCOUNT .............................................................6
Instructions and information on investing in the fund
PURCHASE AND REDEMPTION
HOW TO BUY SHARES ........................................................9
HOW TO EXCHANGE AND REDEEM SHARES ........................................10
TRANSACTION POLICIES .....................................................11
TAX CONSIDERATIONS and DISTRIBUTIONS .....................................13
WHERE TO GET MORE INFORMATION.....................................back cover
</TABLE>
<PAGE>
Burnham
U.S. Treasury Money Market
Fund
Is this fund for you?
Burnham U.S. Treasury Money Market Fund is best suited to investors who:
Seek maximum preservation of capital, liquidity and the highest possible
current income
Are seeking stability and accessibility for investment
Are investing for the short term
Seeking the highest possible credit risk protection on investments
Subadviser
Reich & Tang Asset Management L.P. was formed in 1994. Reich & Tang manages
discretionary money market assets, principally for institutional clients. The
subadviser's investment philosophy is oriented toward the preservation of
capital.
This fund's goal is non-fundamental and may be changed without shareholder
approval.
GOAL AND MAIN STRATEGIES
The fund's goal is maximum current income that is consistent with maintaining
liquidity and preserving capital.
The fund is managed to maintain a stable $1.00 per share price. The fund invests
at least 80% of its total assets in U.S. Treasury securities, which are backed
by the full faith and credit of the U.S. government. The fund's remaining
securities will be invested in debt obligations of U.S. government agency
securities backed by the full faith and credit of the U.S. government. Each
security will have a remaining maturity of 13 months or less. The fund's average
weighted maturity will not exceed 90 days. Its yield will go up and down with
changes in short-term interest rates.
How the fund selects securities
In managing the portfolio, the subadviser looks for securities that appear to
offer the best relative value based on analysis of their:
Interest rate sensitivity
Yield
Price
Definition of a money market fund
A money market fund is a pool of assets investing in U.S. dollar-denominated
short-term debt obligations. Because of the high degree of safety they provide,
money market funds typically offer the lowest return of any type of mutual fund.
1 BURNHAM INVESTORS TRUST
<PAGE>
An investment committee meets weekly to determine the fund's portfolio strategy
based on interest rates, availability of cash, and performance. The primary
function of the committee is to develop an approved list of securities that
satisfy the fund's guidelines and objectives. From time to time, the fund may
emphasize, or overweight, its investments in particular types of issuers or
maturities to increase current yields.
MAIN RISKS
The main risk of the fund is the level of short-term interest rates. There is
little risk of principal loss because the fund is managed to maintain a stable
$1.00 share price. However, there is no assurance that the fund will avoid
principal losses if interest rates rise sharply in an unusually short period of
time. If short-term interest rates rise steeply, the prices of money market
securities could fall and threaten the $1.00 share price that the fund tries to
maintain.
The fund should have minimal or no credit risk because it invests in securities
backed by the U.S. government, the most creditworthy issuer of fixed income
securities.
In addition, the fund's yield will vary; it is not fixed for a
specific period like the yield on a bank certificate of deposit. This may be an
advantage when interest rates are rising but not when they are falling.
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation (FDIC) or any other government agency. Although the fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the fund.
Money market fund yield
The fund's current yield reflects the relationship between the fund's current
level of annual income and its price on a particular day.
Types of Money Market Securities.
U.S. TREASURY SECURITIES
Debt obligations, including bills, notes, bonds and other debt securities sold
by the U.S. Treasury that mature in one year or less and are backed by the U.S.
government.
U.S. GOVERNMENT AGENCY AND OTHER OBLIGATIONS
Debt obligations of U.S. government agencies. The fund will only invest in
agency securities backed by the full faith and credit of the U.S. government.
REPURCHASE AGREEMENTS
Contracts, usually involving U.S. government securities, whereby one party sells
and agrees to buy back securities at a fixed price on a designated date.
BURNHAM INVESTORS TRUST 2
<PAGE>
PAST PERFORMANCE
No past performance data is available yet for this new fund. Next year's
prospectus will provide the information here.
3 BURNHAM INVESTORS TRUST
<PAGE>
FEES AND EXPENSES
The table below describes the fees and expenses you could expect as an investor
in the fund. Shareholder Fees are one-time expenses charged directly to you.
Annual Fund Operating Expenses come out of fund assets and are reflected in the
fund's total return.
Fee Table
<TABLE>
<S> <C>
Shareholder Fees NONE
fees paid directly from your investment
Annual Fund Operating Expenses
expenses that are deducted from fund assets
Management fees 0.40%
Distribution (12b-1) fees NONE
Other expenses(1)(2) 0.45%
Total Annual Fund Operating Expenses(1) 0.85%
</TABLE>
- --------------------------------------------------------------------------------
(1) The adviser has agreed to cap the annual fund operating
expenses, although it may change or drop the cap at any time.
With the cap, actual expenses are projected to be:
<TABLE>
<S> <C>
Management fees 0.30%
Distribution (12b-1) fees NONE
Other expenses(1) 0.45%
Net Annual Fund Operating Expenses 0.75%
</TABLE>
(2) Based on estimated amounts for the current fiscal year.
Example
This example show what you could pay in expenses over time. To help you compare
the fund's expenses with those of other funds, the example uses the same
hypothetical assumptions as other mutual fund prospectuses:
$10,000 original investment
5% annual return
No changes in operating expenses
Reinvestment of all dividends and distributions
<TABLE>
<S> <C>
1 year 3 year
---------------------------------------
$ 87 $ 271
</TABLE>
The figures in the example would be the same whether you sold your shares at the
end of the period or kept them. Because actual return and expenses may be
different, this example is for comparison purposes only.
Understanding Fund Expenses
Management Fees
Fee paid to the Investment Adviser for the supervision of the fund's investment
program.
Other Expenses
Fees paid by the fund for miscellaneous items such as transfer agency,
custodian, professional and registration fees.
BURNHAM INVESTORS TRUST 4
<PAGE>
The Investment
Adviser
The fund's investment adviser is Burnham Asset Management Corporation, 1325
Avenue of the Americas, New York, NY 10019.
The adviser is responsible for economic research, industry and company analysis,
portfolio recommendations and all investment decisions. In return for these
services, the adviser receives a fee from the fund as described in the table
below.
<TABLE>
<CAPTION>
Fund Fee as a % of average
daily NAV
- -------------------------------------------------------------
<S> <C>
Burnham U.S. Treasury Money Market Fund 0.40%
- -------------------------------------------------------------
</TABLE>
Total annual fund operating expenses are
capped (see table below), which may reduce the
adviser's fee. This cap is temporary and may
be changed or dropped any time. With the cap, actual
expenses are projected to be:
<TABLE>
<CAPTION>
Fund Net Annual Fund Operating Expenses
as a % of average daily NAV
- -------------------------------------------------------------
<S> <C>
Burnham U.S. Treasury Money Market Fund 0.75%
- -------------------------------------------------------------
</TABLE>
Burnham Investors Trust and the investment adviser intend to file an application
from an exemptive order from the Securities and Exchange Commission permitting
the adviser, subject to the approval of the board of trustees, to select a
subadviser to serve as portfolio manager of the fund or to materially modify
an existing subadviser contract without obtaining shareholder approval of a new
or amended subadvisory contract.
YEAR 2000 (Y2K) COMPLIANCE
The inability of many older computer systems to recognize the year 2000 is
expected to have an impact on world financial markets. The adviser has taken
steps to ensure that its systems are or will be Y2K-compliant, and has also
obtained assurances from its partners and vendors that they are taking similar
steps. However, it is impossible to know in advance how any Y2K problems may
affect the fund's operations (including its ability to calculate share prices
and process redemptions) or how it may affect the performance of portfolio
investments or securities markets in general.
INVESTMENT ADVISER 5
<PAGE>
Your Account
As an investor, you have flexibility in setting up your account, making
exchanges between funds and withdrawing money from your account. It is
important to readthe entire section so that you will understand all of
the factors thatinfluence your investment decisions.
BURNHAM INVESTORS TRUST 6
<PAGE>
HOW TO BUY SHARES
<TABLE>
<S> <C> <C>
Minimum Purchase Amount Initial purchase Subsequent purchases
individual retirement accounts $50 $50
automatic investment program $50 $50
all other funds and programs $1,000 $250
</TABLE>
These amounts may be waived or changed at the fund's discretion.
<TABLE>
<CAPTION>
METHOD OF PURCHASE PROCEDURE
<S> <C> <C>
Mail Open an account Complete and sign the application form. Send a check drawn on a U.S. bank
for at least the minimum amount required and make the check payable to "Burnham
Investors Trust" (specify fund). Send the check and application form to the address below.
Open an IRA Shares of the fund are available for purchase through Individual Retirement
Accounts (IRAs) and other retirement plans. An IRA application and further
details about IRAs and other retirement plans are available from the Distributor
by calling 1-800-874-3863 or your investment professional.
Subsequent purchase Send in a check for the appropriate minimum amount (or more) with your account name and
number. For your convenience, you may use the deposit slip attached to your
quarterly account statements.
Federal Funds
Wire Subsequent purchase This option is available to existing open accounts only. New accounts must
complete an application form and forward payment to the address listed below.
Wire address: State Street Bank & Trust Co.
225 Franklin Street, Boston MA
ABA # 011000028
DDA # 99046005
Fund Acct #
For credit to Burnham Investor's Trust - (specify fund)
Automatic You can make automatic monthly, quarterly or annual purchases (on the 5th or 15th
Investment day of each month) of $50 or more. To activate the automatic investment plan, complete
Program an account application notifying the fund. Your investment may come from your bank
account or from your balance in the Burnham Money Market Fund. You may change the
purchase amount or terminate the plan at any time by writing to the fund.
Electronic To purchase shares via electronic funds transfer, check this option
Funds Transfer on your account application form. Your bank must be a member of the ACH system.
Dealer Contact your dealer to set up your new account, purchase fund shares and make
subsequent investments. Purchase orders received by your dealer and are forwarded by
the dealer to the transfer agent before 4:00 p.m eastern time on any business day will
receive that day's NAV. Your dealer is responsible for properly forwarding completed
orders to the fund's transfer agent.
Send regular mail to: Shareholder Servicing Agent Send Overnight Express Mail to:
Burnham Investors Trust Please call: Burnham Investors Trust
c/o BFDS, Inc. Boston Financial Data Services, Inc. c/o BFDS, Inc.
P.O . Box 8015 toll-free at 66 Brooks Drive
Boston, MA 02266-8015 1-800-462-2392 Braintree, MA 02184-3839
</TABLE>
YOUR ACCOUNT 9
<PAGE>
HOW TO EXCHANGE AND REDEEM SHARES
By Mail: Send a letter of instruction or an endorsed stock power to
Burnham Investors Trust to the address below.
Please be sure to specify:
the fund name
account number
the dollar value or number of shares you wish to sell
Include all necessary signatures and any
additional documents, as well as, a signature guarantee if
required (See page for signature guarantee requirements).
By Telephone: As long as the transaction does not require a written or
signature guarantee (See page ), you or your financial
professional can sell shares by calling Burnham Investors
Trust at 1-800-462-2392. Press 1 and follow the automated
menu to speak to a customer services representative. A check
will be mailed to you on the following business day.
Authorized If you invest through an authorized broker/dealer or
Broker/Dealer or investment professional, they can sell or exchange your
Investment shares for you. You may be charged a fee for this.
Professional
Systematic If you have a share balance of at least $5,000, you may
Withdrawal Plans elect to have monthly, quarterly or annual payments of a
specified amount ($50 minimum) sent to you or someone you
designate. The fund does not charge for this service. See
"Systematic Withdrawal Plan" information on page .
By Federal Funds Confirm with Burnham Investors Trust that a wire
Wire: redemption privilege, including your bank designation, is
in place on your account. Once this is established, you may
place your request to sell shares from Burnham Investors
Trust. Proceeds will be wired to your pre-designated bank
account, (See "Federal Funds Wires" on page ).
By Exchange: Read the prospectus of each fund before making an exchange
into other funds of the trust. Call Burnham Investors Trust at
1-800-462-2392. Press 1 and follow the automated menu to speak
to a customer service representative to place your exchange.
<TABLE>
<S> <C> <C>
Send Overnight Express Send Regular Shareholder Servicing Agent
Mail to: Mail to: Please call:
Burnham Investors Trust Burnham Investors Trust Boston Financial Data Services
C/O BFDS, Inc. C/O BFDS, Inc. toll-free at
66 Brooks Drive PO Box 8015 1-800-462-2392
Braintree, MA 02184-3839 Boston, MA 02266-8015
YOUR ACCOUNT 10
<PAGE>
TRANSACTION POLICIES
Federal funds wires
A federal funds wire transaction must total at least $5,000. Your bank may also
charge a fee to send or receive wires.
Certificates of shares
The fund does not issue share certificates.
Telephone transactions
The fund has procedures to verify that your telephone instructions are
genuine. These may include asking for identifying information and recording the
call. As long as the fund and its representatives take reasonable measures to
verify the authenticity of calls, you will be held responsible for any losses
caused by unauthorized telephone orders.
Checkwriting for Burnham U.S. Treasury Money Market Fund
You must have a Burnham U.S. Treasury Money Market Fund account before adding
this service. Call your shareholder servicing agent at 1-800-462-2392 to request
a Shareholder Services application to add the checkwriting feature.
Individual checks must be for $250 or more. You may not close a Burnham U.S.
Treasury Money Market Fund Account by writing a check.
Third Party Checks
Third party checks which are payable to an existing shareholder of Burnham
Investors Trust, who is a natural person (not a corporation or partnership) and
endorsed over to Burnham Investors Trust or State Street Bank and Trust Company
will not be accepted.
Other policies
Under certain circumstances, the fund reserves the right to:
Suspend the offering of shares
Reject any exchange or investment order
Change, suspend or revoke exchange privileges
Suspend the telephone order privilege without advance notice to
shareholders
Satisfy an order to sell fund shares with securities rather than cash, for
certain large orders
Suspend or postpone your right to sell fund shares on days when trading on
the New York Stock Exchange is restricted, or as otherwise permitted by the
SEC
Change its investment minimums or other requirements for buying or selling,
or waive minimums and requirements for certain investors
11 BURNHAM INVESTORS TRUST
<PAGE>
What is a signature guarantee?
A signature guarantee ensures that your signature is authentic. Most banks and
financial institutions can provide you with one. Some charge a fee, but it is
usually waived if you are a customer of the financial institution.
A notary public cannot provide a signature guarantee.
You will need a signature guarantee in writing to sell shares in certain cases,
including:
When selling more than $25,000 worth of shares
When you want your check to be payable to someone other than the owner of
record, or sent somewhere other than the address of record
When you want the proceeds sent by wire or electronic transfer to a bank account
you have not designated in advance
Redeeming shares
You may redeem your shares in the fund at any time. The proceeds are generally
sent out on the following business day after your order is executed. There are
two cases in which sales proceeds may be delayed beyond the normal processing
period:
In unusual circumstances where the law allows additional time if needed
If a check you wrote to buy shares hasn't cleared by the time you sell the
shares
If you think you will need to redeem shares soon after buying them, you can
avoid the check clearing time (which may be up to 15 days) by investing by wire
or certified check.
Exchange privilege
An exchange of shares has the same tax consequences as a redemption. The fund's
general policy is that sales charges on investments entering the fund complex
should be applied only once. Therefore, you may exchange shares freely between
funds within the same share class. The fund reserves the right to modify this
policy in the future.
Exchanges must meet the minimum initial investment requirements of the fund.
The fund may cancel the exchange privilege of any person that, in the opinion of
the fund, is using market timing strategies or making more than four exchanges
per owner or controlling person per calendar year.
Account balance below minimum amounts
The fund reserves the right to close your account if your balance falls below
the minimum initial investment amount of $1,000. The fund will notify you and
allow you 60 days to bring the account balance back up to the minimum level.
This does not apply to reduced balances caused by market losses or accounts
established that do not require a minimum investment restriction.
Systematic Withdrawal Plan
A systematic withdrawal plan (SWP) is available for shareholders who maintain a
share balance of at least $5,000 in fund shares, who wish to receive a specific
amount of cash in amounts not less than $50 either monthly, quarterly, or
annually. You may subscribe to this service by contacting your account
executive, or by contacting the Distributor at (800) 874-FUND for a Shareholder
Services form.
The fund's transfer agent will redeem a sufficient number of your shares, held
in book-entry form, at the net asset value at the close of business of the NYSE
on or about the 20th day of each payment month. A check will be mailed to you,
no later than two business days following the date the shares are redeemed.
12 BURNHAM INVESTORS TRUST
<PAGE>
TAX CONSIDERATIONS AND DISTRIBUTIONS
The fund pays dividend and distributions as described in the table below.
Unless you notify the fund otherwise, your income and capital gains
distributions from the fund will be reinvested in the fund. However, if you prefer
you may receive all distributions in cash.
You may indicate your distribution choice on your application form upon
purchase. Your tax liability is the same in both cases.
</TABLE>
<TABLE>
<CAPTION>
TYPE OF DISTRIBUTION DECLARED & PAID FEDERAL TAX STATUS
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Dividends from declared daily
net investment income paid monthly ordinary income
- -----------------------------------------------------------------------------------------
Short-term capital gains
at least annually ordinary income
- -----------------------------------------------------------------------------------------
Long-term capital gains
at least annually long-term capital gain
- -----------------------------------------------------------------------------------------
</TABLE>
Distributions from the fund will normally be taxable as ordinary income. The
fund does not expect to make any distributions taxable as capital gain.
The fund issues Form 1099 tax information statements recording all distributions
for the preceding year. These forms are mailed to shareholders and to the
Internal Revenue Service each year by January 31. Any shareholder who does not
supply a valid taxpayer identification number and any required certifications to
the fund may be subject to federal backup withholding tax.
Redeeming or exchanging shares will not result in any gain or loss if
the fund maintains a constant net asset value per share.
You should consult your tax adviser about your own particular tax situation.
Distributions are generally taxable in the year they are paid. In some cases,
distributions you receive in January are taxable as if they had been paid the
previous year.
YOUR ACCOUNT 13
<PAGE>
Retirement plans
The fund offers a number of tax-deferred plans for retirement savings:
TRADITIONAL IRAS allow money to grow tax-deferred until you take it out at
retirement. Contributions may be deductible for some investors.
ROTH IRAS also offer tax-free growth. Contributions are not deductible, but
withdrawals in retirement are tax-free for investors who meet certain
requirements.
SEP-IRA and other types of plans are also available. Consult your tax
professional to determine which type of plan may be beneficial to you.
Backup withholding
When you fill out your application form, be sure to provide your Social Security
number or taxpayer ID number. Otherwise, the IRS will require the fund to
withhold 31% of all dividends from the fund.
CALCULATION OF NET ASSET VALUE
The fund calculates its net asset value per share (NAV) at the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) on each
business day as defined in the Statement of Additional Information. If the New
York Stock Exchange closes early, the time for calculating the NAV and the
deadline for share transactions will be accelerated to the earlier closing time.
Determination of share price
The share price is the total value of the fund's assets less its liabilities,
divided by the total number of outstanding fund shares. The fund generally uses
the amortized cost method of valuing portfolio securities. Under the amortized
cost method, assets are valued by constantly amortizing over the remaining life
of a security the difference between the principal amount due at maturity and
the cost of the security to the fund.
8 BURNHAM INVESTORS TRUST
14 BURNHAM INVESTORS TRUST
<PAGE>
Where to Get
More Information
ANNUAL AND QUARTERLY REPORTS
These include commentary from the fund manager on the market conditions and
investment strategies that significantly affected the fund's performance,
detailed performance data, a complete inventory of the fund's securities, and a
report from the fund's auditor.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI contains more detailed disclosure on features and policies of the fund.
A current SAI has been filed with the Securities and Exchange Commission and is
incorporated by reference into this document (that is, it is legally a part of
this prospectus).
HOW TO CONTACT US
You can obtain these documents free of charge by contacting your dealer or:
Burnham Securities, Inc.
1325 Avenue of the Americas, 26th Floor
[LOGO] New York, NY 10019
1-800-874-FUND
www.burnhamfunds.com
[email protected]
These documents are also available from the SEC:
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549-6009
1-800-SEC-0330
www.sec.gov
Note: The SEC requires a duplicating fee for paper copies.
SEC file number: 811-994
Burnham Asset Management was founded in 1989 and today, together with Burnham
Securities, Inc., manages approximately $3 billion in assets for investors.
The Burnham family of funds has recently expanded to offer greater flexibility
to investors. All the funds share Burnham's fundamental philosophy of prudent
investment and risk management through all phases of the economic cycle.
Only Burnham U.S. Treasury Money Market Fund is offered in this prospectus. Call
shareholder services for a prospectus to read more about Burnham Fund, Burnham
Dow 30 Focused Fund, Burnham Financial Services Fund and Burnham Money Market
Fund.
<PAGE>
BURNHAM INVESTORS TRUST
STATEMENT OF ADDITIONAL INFORMATION
BURNHAM U.S. TREASURY MONEY MARKET FUND
October , 1999
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the fund's prospectus dated October , 1999, which is
incorporated by reference herein. The information in this Statement of
Additional Information expands on information contained in the prospectus. The
prospectus can be obtained without charge by contacting either the dealer
through whom you purchased shares or the Distributor at the phone number or
address below.
BURNHAM SECURITIES INC.
PRINCIPAL DISTRIBUTOR
1325 Avenue of the Americas, 26th Floor,
New York, New York 10019
1-(800) 874-FUND
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL SHARES OF BURNHAM U.S. TREASURY MONEY
MARKET FUND UNTIL THE AMENDMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT
AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Burnham Investors Trust........................................................1
Investment Techniques and Related Risks .......................................1
Investment Restrictions .......................................................6
Services for Shareholders .....................................................7
Purchase and Redemption of Shares .............................................7
Net Asset Value................................................................9
Taxes.........................................................................10
Trustees and Officers of the Trust ...........................................13
Investment Management and Other Services .....................................15
Control Persons and Principal Shareholders....................................18
Shares of Beneficial Interest.................................................19
Brokerage ....................................................................20
Determination of Performance .................................................21
</TABLE>
<PAGE>
BURNHAM INVESTORS TRUST
Burnham Investors Trust (the "Trust"), 1325 Avenue of the Americas, 26th Floor,
New York, New York 10019, is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"). The Trust
offers shares of beneficial interest (the "shares") in the following six series,
each of which is a separate portfolio of investments with its own investment
objective: Burnham Dow 30 Focused Fund, Burnham Fund, (previously The Burnham
Fund Inc.), Burnham Financial Services Fund, Burnham Small Cap Value Fund,
Burnham Money Market Fund and Burnham U.S. Treasury Money Market Fund.
Information about Burnham Dow 30 Focused Fund, Burnham Fund, Burnham Financial
Services Fund and Burnham Money Market Fund may be found in a separate
prospectus and statement of additional information each dated May 3, 1999. The
Burnham Small Cap Value Fund is currently not being offered to investors. This
statement of additional information is related only to the Burnham U.S. Treasury
Money Market Fund (the "Fund").
The Trust was organized as a Delaware business trust on August 20, 1998. The
Trust is the surviving entity of the reorganization of The Burnham Fund, Inc.
(the "Corporation"), a Maryland corporation, effected April 30, 1999. Before the
reorganization, the Corporation was an open-end management investment company in
operation since 1961, consisting of a single series, The Burnham Fund, Inc. Some
of the information in this Statement of Additional Information relates to the
Corporation before the reorganization.
INVESTMENT TECHNIQUES AND RELATED RISKS
References in this section to the Adviser include Burnham Asset Management
Corporation and any subadviser that may be managing the Fund's portfolio.
FIXED INCOME INVESTMENTS.
General Characteristics and Risks of Fixed Income Securities. Bonds and other
fixed-income securities are used by issuers to borrow money from investors. The
issuer pays the investor a fixed or variable rate of interest,
1
<PAGE>
and must repay the principal amount at maturity. Some fixed-income securities,
such as zero coupon bonds, do not pay current interest, but are purchased at a
discount from their face values. Fixed-income securities have varying degrees of
quality and varying maturities.
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of
fixed-income securities resulting solely from the inverse relationship between
the market value of outstanding fixed-income securities and changes in interest
rates. An increase in interest rates will generally reduce the market value of
fixed-income investments, and a decline in interest rates will tend to increase
their value. In addition, debt securities with longer maturities, which tend to
produce higher yields, are subject to potentially greater capital appreciation
and depreciation than obligations with shorter maturities. Fluctuations in the
market value of fixed-income securities after their acquisition will not affect
the cash interest payable on those securities but will be reflected in the
valuations of those securities used to compute the Fund's net asset value.
Call (Prepayment) Risk and Extension Risk. Call risk is the risk that an issuer
will pay principal on an obligation earlier than scheduled or expected, which
would accelerate cash flows from, and shorten the average life and
2
<PAGE>
duration of, the security. This typically happens when interest rates have
declined, and the Fund will suffer from having to reinvest in lower yielding
securities.
Extension risk is the risk that an issuer may pay principal on an obligation
slower than expected. This typically happens when interest rates have increased.
Slower than expected prepayment will have the effect of extending the average
life and duration of the obligation and possibly of the Fund's fixed income
portfolio.
Prepayments that are faster or slower than expected may reduce the value of the
affected security.
Maturity and Duration. The effective maturity of an individual portfolio
security in which the Fund invests is defined as the period remaining until the
earliest date when the Fund can recover the principal amount of such security
through mandatory redemption or prepayment by the issuer, the exercise by the
Fund of a put option, demand feature or tender option granted by the issuer or a
third party or the payment of the principal on the stated maturity date. The
effective maturity of variable rate securities is calculated by reference to
their coupon reset dates. Thus, the effective maturity of a security may be
substantially shorter than its final stated maturity.
Duration is a measure of a debt security's price sensitivity taking into account
expected cash flows and prepayments under a wide range of interest rate
scenarios. In computing the duration of its portfolio, the Fund will have to
estimate the duration of obligations that are subject to prepayment or
redemption by the issuer taking into account the influence of interest rates on
prepayments and coupon flows. The Fund may use various techniques to shorten or
lengthen the option-adjusted duration of its fixed income portfolio, including
the acquisition of debt obligations at premium or discount, and the use of
mortgage swaps and interest rate swaps, caps, floors and collars.
U.S. Government Securities. U.S. government securities in which the fund may
invest include: U.S. Treasury obligations and obligations issued or guaranteed
by U.S. government agencies, instrumentalities or sponsored enterprises which
are supported by
the full faith and credit of the U.S. Treasury (such as the Government
National Mortgage Association
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<PAGE>
(GNMA)),
the right of the issuer to borrow from the U.S. Treasury (Federal Home Loan
Banks), or
the discretionary authority of the U.S. government to purchase certain
obligations of the issuer Fannie Mae (Federal National Mortgage
Association) and Federal Home Loan Mortgage Corporation (FHLMC)).
No assurance can be given that the U.S. government will provide financial
support to U.S. government agencies, instrumentalities or sponsored enterprises
in the future.
U.S. government securities also include Treasury receipts, zero coupon bonds,
U.S. Treasury inflation-indexed bonds, deferred interest securities and other
stripped U.S. government securities. The interest and principal components of
stripped U.S. government securities are traded independently. The most widely
recognized trading program for such securities is the Separate Trading of
Registered Interest and Principal of Securities Program. U.S. Treasury
inflation-indexed obligations provide a measure of protection against inflation
by adjusting the principal amount for inflation. The semi-annual interest
payments on these obligations are equal to a fixed percentage of the
inflation-adjusted principal amount.
Agency Mortgage-Backed Securities. Mortgage-backed securities represent
participation interests in pools of adjustable and fixed rate mortgage loans
secured by real property.
Unlike conventional debt obligations, mortgage-backed securities provide monthly
payments derived from the monthly interest and principal payments (including any
prepayments) made by the individual borrowers on the pooled mortgage loans. The
mortgage loans underlying mortgage-backed securities are generally subject to a
greater rate of principal prepayments in a declining interest rate environment
and to a lesser rate of principal prepayments in an increasing interest rate
environment. Since faster than expected prepayments must usually be invested in
lower yielding securities, mortgage-backed securities are less effective than
conventional bonds in "locking" in a specified interest rate. In a rising
interest rate environment, a declining prepayment rate may extend the average
life of many mortgage-backed securities. Extending the average life of a
mortgage-backed security reduces its value and increases the risk of
depreciation due to future increases in market interest rates.
4
<PAGE>
The Fund may invest in mortgage-backed securities issued or guaranteed by the
U.S. government, or any of their agencies, instrumentalities or sponsored
enterprises. There are several types of agency mortgage securities
currently available, including, but not limited to, guaranteed mortgage
pass-through certificates and multiple class securities.
Forward Commitments, When-Issued and Delayed Delivery Transactions. The Fund may
purchase or sell securities on a when-issued or delayed delivery basis and make
contracts to purchase or sell securities for a set price at a set date beyond
customary settlement time. The Fund may engage in when-issued purchases of
securities in order to obtain what is considered to be an advantageous price
and yield at the time of purchase. Securities purchased or sold on a
when-issued, delayed delivery or forward commitment basis involve a risk of loss
if the security to be purchased declines in value, or a security to be sold
increases in value, before the settlement date. The failure of the issuer or
other party to consummate the transaction may result in the Fund's losing the
opportunity to obtain an advantageous price. Although the Fund usually intends
to acquire the underlying securities, the Fund may dispose of such securities
before settlement. For purposes of determining the Fund's average
dollar-weighted maturity, the maturity of when-issued or forward commitment
securities will be calculated from the commitment date.
When the Fund purchases securities on a when-issued, delayed delivery or forward
commitment basis, the Fund will segregate in a separate account cash or liquid
securities of any type or maturity, having a value (determined daily) at least
equal to the amount of the Fund's purchase commitments.
Repurchase Agreements. The Fund may enter repurchase agreements with approved
banks and broker-dealers. In a repurchase agreement, the Fund purchases
securities with the understanding that they will be repurchased by the seller
at a set price on a set date. This allows the Fund to keep its assets at work
but retain overnight flexibility pending longer term investments.
5
<PAGE>
OTHER INVESTMENT PRACTICES AND RISKS.
Lending Portfolio Securities. The Fund may lend its portfolio securities.
These loans are secured by the delivery to the Fund of cash collateral, which
may be invested in short-term debt securities and money market funds. The Fund
may make loans only to broker-dealers who are members of the New York Stock
Exchange (NYSE), or who have net capital of at least $10,000,000. Such loans
will not be made against less than 100% cash collateral maintained at 100% of
the market value (marked-to-market daily) of the loaned securities. Loans will
be made only if the Fund can terminate the loan at any time.
When the Fund lends portfolio securities, there is a risk that the borrower may
fail to return the securities. As a result, the Fund may incur a loss or, in the
event of a borrower's bankruptcy, may be delayed in, or prevented from,
liquidating the collateral.
INVESTMENT RESTRICTIONS
FUNDAMENTAL INVESTMENT RESTRICTIONS.
The following investment restrictions are considered fundamental, which means
they may be changed only with the approval of the holders of a majority of the
Fund's outstanding voting securities, defined in the 1940 Act as the lesser of:
(1) 67% or more of the Fund's voting securities present at a meeting if the
holders of more than 50% of the Fund's outstanding voting securities are
present or represented by proxy, or (2) more than 50% of that Fund's outstanding
voting securities.
1. The Fund may not borrow money or issue senior securities, except to the
extent permitted by the 1940 Act.
2. Make loans to other persons, except loans of securities not exceeding
one-third of the Fund's total assets, investments in debt obligations and
transactions in repurchase agreements.
3. Purchase, sell or invest in real estate, but, subject to its other
investment policies and restrictions may invest in securities of companies
that deal in real estate or are engaged in the real estate business. These
companies include real estate investment trusts and securities secured by
real estate or interests in real estate. The Fund may hold and sell real
estate acquired through default, liquidation or other distribution of an
interest in real estate as a result of the Fund's ownership of securities.
4. Invest in commodities or commodity futures contracts, except for
transactions in financial derivative contracts, such as forward currency
contracts; financial futures contracts and options on financial futures
contracts; options on securities, currencies and financial indices; and
swaps, caps, floors, collars and swaptions.
5. Underwrite securities of other issuers, except insofar as the Fund may be
deemed an underwriter under the Securities Act 1933, as amended, when
selling portfolio securities.
6. With respect to 75% of its total assets, may not invest more than 5% of its
total assets in the securities of any single issuer, or own more than 10%
of the outstanding voting securities of any one issuer, in each case other
than (1) securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities or (2) securities of other investment
companies.
6
<PAGE>
Except with respect to 300% asset coverage for borrowing, whenever any
investment restriction states a maximum percentage of the Fund's assets that may
be invested in any security, such percentage limitation will be applied only at
the time the Fund acquires such security and will not be violated by subsequent
increases in value relative to other assets held by the Fund.
SERVICES FOR SHAREHOLDERS
SHAREHOLDER ACCOUNTS.
When an investor initially purchases shares, an account will be opened on the
books of the Trust by the transfer agent. The investor appoints the transfer
agent as agent to receive all dividends and distributions and to automatically
reinvest them in additional shares of the same class of shares. Distributions or
dividends are reinvested at a price equal to the net asset value of these shares
as of the ex-dividend date.
Shareholders who do not want automatic dividend and distribution reinvestment
should check the appropriate box in item 5 of the new account application or
notify the transfer agent and, ten business days after receipt of such notice,
all dividends and distributions will be paid by check.
PURCHASE AND REDEMPTION OF SHARES
PURCHASE OF SHARES.
Shares of Burnham U.S. Treasury Money Market Fund are offered in one class
only, with no sales charge. The Trustees and officers reserve the right to
change or waive the Fund's minimum investment requirements and to reject any
order to purchase shares (including purchases by exchange) when in their
judgment the rejection is in the Fund's best interest.
7
<PAGE>
REDEMPTION OF SHARES.
Investors in the Fund may redeem shares on any day the Fund is open for
business--normally when the NYSE is open--using the proper procedures described
below. See "Net Asset Value" for a list of the days on which the NYSE will be
closed.
1. Through The Distributor or Other Participating Dealers. If your account
has been established by the Distributor or a participating dealer, contact the
Distributor or your account executive at the participating dealer to assist you
with your redemption. Requests received by your dealer before the close of the
NYSE and transmitted to the transfer agent by its close of business that day
will receive that day's net asset value per share.
2. Regular Redemption Through Transfer Agent. Redemption requests may be
sent by mail to the transfer agent will receive the net asset value of the
shares being redeemed which is next determined after the request is received in
"good form." "Good form" means that the request is signed in the name in which
the account is registered and the signature is guaranteed by an eligible
guarantor. Eligible guarantors include member firms of a national securities
exchange, certain banks and savings associations and, credit unions, as defined
by the Federal Deposit Insurance Act. You should verify with the transfer agent
that the institution is an acceptable (eligible) guarantor before signing. The
transfer agent reserves the right to request additional confirmation from
guarantor institutions, on a case by case basis, to establish eligibility. A
GUARANTEE FROM A NOTARY PUBLIC IS NOT ACCEPTABLE. Once you have a signature
guarantee on file with the Fund, redemption requests for $25,000 or less
(whether written or telephonic) which are payable to the registered owner to the
legal address of record, do not require an additional signature guarantee at the
time of redemption.
3. Redemption by Telephone. Redemption requests may be made by telephone
with the transfer agent for amounts of $25,000 or less if you have a signature
guarantee on file with the Fund. You or your financial professional can sell
shares of the Fund by calling 1-800-462-2392. Please press 1 and follow the
automated menu to be connected to speak with a customer service representative
of the Fund. A check will be mailed to you on the following business day.
Redemption requests by a corporation, trust fiduciary, executor or administrator
(if the name and title of the individual(s) authorizing such redemption is not
shown in the account registration) must be accompanied by a copy of the
corporate resolution or other legal documentation appointing the authorized
individual, signed and certified within the prior 60 days. You may obtain from
the Distributor, the Fund or the transfer agent, forms of resolutions and other
documentation which have been prepared in advance to help you comply with the
Fund's procedures.
The Distributor does not charge for its services in connection with the
redemption of Fund shares, but upon prior notice may charge for such services in
the future. Other securities firms may charge their clients a fee for their
services in effecting redemptions of the Fund's shares.
Terms of Redemptions. The amount of your redemption proceeds will be based on
the net asset value per share next computed after the Distributor, the Fund or
the Transfer Agent receives the redemption request in proper form. Payment for
your redemption normally will be mailed to you, except as provided below. Your
redemption proceeds will normally be mailed or wired the next business day after
your redemption is processed. If you have purchased shares by check, the payment
of your redemption proceeds may be delayed until the purchase check has cleared,
which may take fifteen or more days. This potential delay can be avoided by
purchasing shares with a federal funds wire or a certified check.
Beneficial owners of shares held of record in the name of the Distributor or a
participating dealer may redeem their shares only through that firm. The right
of redemption may be suspended or the date of payment postponed under certain
emergency or extraordinary situations, such as suspension of trading on the
NYSE, or when trading in the markets the Fund normally uses is restricted or an
emergency exists, as determined by the Securities and Exchange Commission (the
"Commission"), so that disposal of the Fund's assets or determination of its net
asset value is not reasonably practicable, or for such other periods as the
Commission by order may permit.
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<PAGE>
The Fund reserves the right to redeem your account if its value is less than
$1,000 due to redemptions. The Fund will give the shareholder 60 days'
notice to increase the account value to at least $1,000. Redemption proceeds
will be mailed in accordance with the procedures described above.
Redemptions in Kind. Although the Fund would not normally do so, it has the
right to pay the redemption price of shares of the Fund in whole or in part in
portfolio securities as prescribed by the Trustees. The Fund will value
securities distributed in an in kind redemption at the same value as is used in
determining NAV.
NET ASSET VALUE
The Fund determines its net asset value per share (NAV) each business day at the
close of regular trading (typically 4:00 p.m. eastern time) on the NYSE by
dividing the Fund's net assets by the number of its shares outstanding. If the
NYSE closes early, the Fund accelerates the determination of NAV to the closing
time. For purposes of calculating the NAV of Fund shares, the Fund use the
following procedures.
The Fund generally uses the amortized cost valuation method of valuing portfolio
securities. Under the amortized cost method, assets are valued by constantly
amortizing over the remaining life of a security the difference between the
principal amount due at maturity and the cost of the security to the Fund. The
Trustees will from time to time review the extent of any deviation between the
amortized cost value of the Fund's portfolio and the portfolio's net asset value
as determined on the basis of available market quotations. If any deviation
occurs that
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<PAGE>
may result in unfairness either to new investors or existing shareholders, the
Trustees will take such actions, if any, as they deem appropriate to eliminate
or reduce this unfairness to the extent reasonably practicable. These actions
may include selling portfolio securities before maturity to realize gains or
losses or to shorten the Fund's average portfolio maturity, withholding
dividends, splitting, combining or otherwise recapitalizing outstanding shares
or using available market quotations to determine net asset value per share.
The NYSE is closed on the following holidays:
<TABLE>
<S> <C> <C>
New Year's Day Good Friday Labor Day
Martin Luther King, Jr. Day Memorial Day Thanksgiving Day
Presidents Day Independence Day Christmas Day
</TABLE>
TAXES
The Fund is treated as a separate entity under the Internal Revenue Code of
1986, as amended (the "Code"). The Fund intends to qualify and elect to be
treated as a "regulated investment company" under Subchapter M of the Code and
intends to continue to so qualify for each taxable year. As such and by
complying with the applicable provisions of the Code regarding the sources of
its income, the timing of its distributions, and the diversification of its
assets, the Fund will not be subject to federal income tax on its investment
company taxable income (i.e., all taxable income, after reduction by deductible
expenses, other than its "net capital gain," which is the excess, if any, of its
net long-term capital gain over its net short-term capital loss) and net capital
gain which are distributed to shareholders in accordance with the timing and
other requirements of the Code.
The Fund may be subject to a 4% non-deductible federal excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance with annual minimum distribution requirements. The Fund
intends under normal circumstances to seek to avoid liability for such tax by
satisfying such distribution requirements. Certain distributions made in order
to satisfy the Code's distribution requirements may be declared by the
Fund during October, November or December of the year but paid during the
following January. Such distributions should be treated by shareholders under
the Code as if received on December 31 of the year the distributions are
declared, rather than the year in which the distributions are received.
The Fund will not distribute net capital gains realized in any year to the
extent that a capital loss is carried forward from prior years against such
gain. For federal income tax purposes, the Fund is permitted to carry forward a
net capital loss in any year to offset its own net capital gains, if any, during
the eight years following the year of the loss. To the extent subsequent net
capital gains are offset by such losses, they would not result in federal income
tax liability to the Fund and, as noted above, would not be distributed to
shareholders.
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<PAGE>
Distributions from the Fund's current or accumulated earnings and profits
("E&P"), as computed for federal income tax purposes, will be treated under
the Code as ordinary income (if they are from the Fund's investment company
taxable income) or long-term capital gain (if they are from the Fund's net
capital gain and are designated by the Fund as "capital gain dividends") whether
taken in shares or in cash. Distributions, if any, in excess of E&P will
constitute a return of capital, which will first reduce an investor's tax basis
in Fund shares and thereafter (after such basis is reduced to zero) will
generally give rise to capital gains. Shareholders that receive distributions
in the form of additional shares will have a cost basis for federal income tax
purposes in each share so received equal to the amount of cash they would have
received had they elected to receive the distributions in cash, divided by the
number of shares received.
Upon a redemption or other disposition of shares of the Fund in a transaction
that is treated as a sale for tax purposes,
11
<PAGE>
a shareholder may realize a taxable gain or loss, depending upon the difference
between the redemption proceeds and the shareholder's tax basis in his shares.
Generally, no gain or loss should result upon a redemption of shares of the
Fund, provided that it maintains a constant net asset value per share.
Any loss realized on a redemption may be disallowed under "wash sale" rules to
the extent the shares disposed of are replaced with other shares of the Fund or
a substantially identical investment within a period of 61 days beginning 30
days before and ending 30 days after the shares are disposed of, such as
pursuant to automatic dividend reinvestments. In such a case, the basis of the
shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized upon the redemption of shares with a tax holding period of six months
or less will be treated as a long-term capital loss to the extent of any amounts
treated as distributions of long-term capital gain with respect to such shares.
Withdrawals under the automatic withdrawal plan involve redemptions of shares,
which are subject to the tax rules described above. Additionally, reinvesting
pursuant to the reinvestment privilege does not eliminate the possible
recognition of gain or loss upon the initial redemption of Fund shares but may
require application of some of these tax rules, e.g., the wash sale rule.
Shareholders should consult their own tax advisers regarding their particular
circumstances to determine whether a disposition of Fund shares is properly
treated as a sale for tax purposes, as is assumed in the foregoing discussion.
Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement distributions and certain
prohibited transactions, is accorded to accounts maintained as qualified
retirement plans. Shareholders should consult their tax advisers for more
information.
The foregoing discussion relates solely to U.S. federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts or estates) subject to tax under such law.
The discussion does not address special tax rules applicable to certain classes
of investors, such as tax-exempt entities, insurance companies, and financial
institutions. Dividends, capital gain distributions, and ownership of or gains
realized on the redemption (including an exchange) of Fund shares may also be
subject to state and local taxes. A state income (and possibly local income
and/or intangible property) tax exemption is generally available to the extent,
if any, the Fund's distributions are derived from interest on (or, in the case
of intangible property taxes, the value of its assets is attributable to)
investments in certain U.S. government obligations, provided in some states that
certain thresholds for holdings of such obligations and/or reporting
requirements are satisfied. Shareholders should consult their tax advisers
regarding the applicable requirements in their particular states, as well as the
federal, and any other state or local, tax consequences of ownership of shares
of, and receipt of distributions from, the Fund in their particular
circumstances.
Individuals and certain other classes of shareholders may be subject to 31%
backup withholding of federal income tax on dividends, capital gain
distributions, if they fail to furnish the Fund with their correct taxpayer
identification number and certain certifications or if they are otherwise
subject to backup withholding.
Non-U.S. investors not engaged in a U.S. trade or business with which their
investment in the Fund is effectively connected will be subject to U.S. federal
income tax treatment that is different from that described above. These
investors may be subject to nonresident alien withholding tax at the rate of 30%
(or a lower rate under an applicable tax treaty) on amounts treated as ordinary
dividends from the Fund and, unless an effective IRS Form W-8, Form W-8BEN or
other withholding certificate is on file, to 31% backup withholding on certain
other payments from the Fund. Non-U.S. investors should consult their tax
advisers regarding such treatment and the application of foreign taxes to an
investment in the Funds.
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<PAGE>
The Fund may be subject to state or local taxes in any jurisdiction where the
Fund may be deemed to be doing business. In addition, in those states or
localities which have income tax laws, the treatment of the Fund and its
shareholders under such laws may differ from their treatment under federal
income tax laws, and an investment in the Fund may have tax consequences for
shareholders different from those of a direct investment in the Fund's portfolio
securities. Shareholders should consult their own tax advisers concerning these
matters.
TRUSTEES AND OFFICERS OF THE TRUST
TRUSTEES AND OFFICERS.
The direction and supervision of the Trust is the responsibility of the Board of
Trustees, which has been elected by the shareholders of the Trust. The Board
establishes the Fund's policies and oversees and reviews the management of the
Fund. The Board meets regularly to review the activities of the officers, who
are responsible for day-to-day operations of the Fund. The Board also reviews
the various services provided by the Adviser, the subadviser and the
Administrator to ensure that the Fund's general investment policies and programs
are being carried out and administrative services are being provided to the Fund
in a satisfactory manner. The Trustees and officers of the Trust and their
principal occupations during the past five years are:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
POSITION(S) PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH THE TRUST DURING THE PAST 5 YEARS
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
I.W. BURNHAM, II* (90) Chairman and Honorary Chairman of the Board of Burnham
1325 Avenue of the Americas New Trustee Asset Management Corporation and Burnham
York, New York Securities Inc.
- ---------------------------------------------------------------------------------------------
JON M. BURNHAM* (63) President, Chairman, Chief Executive Officer and
1325 Avenue of the Americas New Chief Director of Burnham Asset Management
York, New York Executive Corporation and Burnham Securities Inc.
Officer and Son of I.W. Burnham, II
Trustee
- ---------------------------------------------------------------------------------------------
CLAIRE B. BENENSON (80) Trustee Consultant on Financial Conferences;
870 United Nations Plaza Trustee of Zweig Series Trust. Trustee of
New York, New York Euclid Market Neutral Fund. Former
Trustee of Simms Global Fund
and former Director of
Financial Conferences and
Chairman, Department of
Business and Financial
Affairs, The New School for
Social Research.
- ---------------------------------------------------------------------------------------------
LAWRENCE N. BRANDT (72) Trustee Director and President of Lawrence N.
2510 Rockcreek Drive, N.W. Brandt, Inc. (Real Estate Development).
Washington, D.C.
- ---------------------------------------------------------------------------------------------
ALVIN P. GUTMAN (81) Trustee Chairman of the Board of Pressman-Gutman
8350 Fisher Rd. Co., Inc. (textile converters).
Elkins Park, Pennsylvania
- ---------------------------------------------------------------------------------------------
WILLIAM W. KARATZ (73) Trustee Senior counsel to, and formerly a partner
100 E. 50th St. in, the law firm of Winthrop, Stimson,
New York, New York Putnam & Roberts
- ---------------------------------------------------------------------------------------------
JOHN C. MCDONALD (63) Trustee President of MBX Inc.
49-035 Calle Flora (telecommunications).
La Quinta, CA
- ---------------------------------------------------------------------------------------------
DONALD B. ROMANS (68) Trustee President of Romans and Company (Private
233 East Wacker Drive Investors and Financial Consultants);
Chicago, Illinois Chairman of Merlin Corp. Trustee of Zweig
Series Trust. Trustee of Euclid Market
Neutral Fund.
- ---------------------------------------------------------------------------------------------
ROBERT F. SHAPIRO (64) Trustee Vice Chairman and Partner of Klingenstein,
787 Seventh Avenue Fields & Co., Inc. President of RFS &
New York, New York Associates, Inc. (investment and
consulting firm). Former Chairman, New
Street Capital Corp.
- ---------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------
ROBERT M. SHAVICK (74) Trustee Legal Consultant; Member, Panel of
601 Bayport Way Arbitrators, American Arbitration
Longboat Key, Florida Association, New York Stock Exchange,
American Stock Exchange and
National Association of
Securities Dealers, Inc.
Former Director of Florida
Business Journal, Public
Trustee-Pension Funds for
employees of the Town of
Longboat Key, Florida;
Hearing Officer, Sarasota
Manatee Airport Authority;
and Mediator, Circuit and
County Courts, Florida.
- ---------------------------------------------------------------------------------------------
DAVID H. SOLMS (94) Trustee Retired. Former consultant to GMAC
Coventry House 7301 Coventry Mortgage Corporation, and former President
Avenue of the Investment Adviser to GMAC Mortgage
Melrose Park, Pennsylvania. and Realty Trust.
- ---------------------------------------------------------------------------------------------
ROBERT S. WEINBERG (71) Trustee President of R.S. Weinberg & Associates
265 North Union Boulevard (management consultants) and former
St. Louis, Missouri Professor of Marketing Management, John
M. Olin School of Business, Washington
University, St. Louis, Mo.
- ---------------------------------------------------------------------------------------------
ROBERT J. WILBUR (75) Trustee Former Vice President and General Manager
5141 S.E. Brandywine Way of the Nassau Branch of Morgan Guaranty
Stuart, Florida Trust Company.
- ---------------------------------------------------------------------------------------------
MICHAEL E. BARNA (38) Executive Executive Vice President and Assistant
1325 Avenue of the Americas Vice Secretary of Burnham Asset Management
New York, New York. President, Corporation.
Chief
Financial
Officer,
Treasurer and
Secretary
- ---------------------------------------------------------------------------------------------
RONALD M. GEFFEN (47) Vice Managing Director of Burnham Asset
1325 Avenue of the Americas President Management Corporation and Burnham
New York, New York Securities Inc.
- ---------------------------------------------------------------------------------------------
DEBRA B. HYMAN (38) Executive Vice President of Burnham Asset Management
1325 Avenue of the Americas Vice President Corporation and Burnham Securities Inc.
New York, New York Daughter of Jon M. Burnham and
granddaughter of I.W. Burnham, II.
- ---------------------------------------------------------------------------------------------
FRANK A. PASSANTINO (35) First Vice First Vice President of Burnham Asset Management
1325 Avenue of the Americas New President and Corporation and Burnham Securities Inc.
York, New York Assistant
Secretary
LOUIS S. ROSENTHAL (71) Vice President First Vice President of Prudential
1331 Barrowdale Rd Securities Inc.
Rydal, Pennsylvania
GEORGE SOMMERFELD (64) Compliance Executive Vice President of Burnham Asset
1325 Avenue of the Americas Officer Management Corporation and Burnham
New York, New York Securities Inc.
- ---------------------------------------------------------------------------------------------
</TABLE>
* Interested person of the Trust as that term is defined in the 1940 Act.
COMPENSATION OF TRUSTEES AND OFFICERS.
Trustees and officers affiliated with the Distributor or the Adviser are not
compensated by the Trust for their services.
The following table sets forth the compensation paid by The Burnham Fund, Inc.
to its Directors during the fiscal year ended December 31, 1998:
14
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
TOTAL COMPENSATION FROM THE BURNHAM FUND, INC.
NAME OF PERSON, POSITION PAID TO DIRECTORS*
- ----------------------------------------------------------------------------------------
<S> <C>
Claire B. Benenson, Director $ 7,000
- ----------------------------------------------------------------------------------------
Lawrence N. Brandt, Director $ 1,500
- ----------------------------------------------------------------------------------------
Alvin P. Gutman, Director $ 4,500
- ----------------------------------------------------------------------------------------
William W. Karatz, Director $ 5,500
- ----------------------------------------------------------------------------------------
John C. McDonald, Director $ 5,000
- ----------------------------------------------------------------------------------------
Donald B. Romans, Director $ 7,000
- ----------------------------------------------------------------------------------------
Robert F. Shapiro, Director $ 6,500
- ----------------------------------------------------------------------------------------
Robert M. Shavick, Director $ 5,500
- ----------------------------------------------------------------------------------------
David H. Solms, Director $ 5,500
- ----------------------------------------------------------------------------------------
Robert S. Weinberg, Director $ 5,500
- ----------------------------------------------------------------------------------------
Robert J. Wilbur, Director $ 5,500
- ----------------------------------------------------------------------------------------
TOTAL $59,000
- ----------------------------------------------------------------------------------------
</TABLE>
* As of December 31, 1998, there were no other investment companies in the
fund complex.
INVESTMENT MANAGEMENT AND OTHER SERVICES
INVESTMENT ADVISER.
Burnham Asset Management Corporation, located at 1325 Avenue of the Americas,
New York, New York, was organized in 1989 and has more than $400 million in
assets under management in its capacity as investment adviser to the Burnham
Investors Trust, high net worth individuals and tax-exempt institutional
investors.
The Fund has entered into an investment advisory contract (the "Advisory
Agreement") with the Adviser, which was approved by the Funds' Board of
Trustees. Pursuant to the Advisory Agreement, the Adviser will: (a) either
furnish continuously an investment program for the Fund and determine, subject
to the overall supervision and review of the Trustees, which investments should
be purchased, held, sold or exchanged, or select a subadviser to carry out this
responsibility, and (b) supervise all aspects of the Fund's investment
operations except those which are delegated to an administrator, custodian,
transfer agent or other agent.
As compensation for its services under the Advisory Agreement, the Fund pays the
Adviser monthly a fee equal on annual basis to 0.40% of the average daily net
assets of the Fund.
From time to time, the Adviser may reduce its fee or make other arrangements to
limit the Fund's expenses to a specified percentage of average daily net assets.
The Adviser retains the right to re-impose a fee and recover any other payments
to the extent that, at the end of any fiscal year, the Fund's annual expenses
fall below this limit.
15
<PAGE>
Securities held by the Fund may also be held by other investment advisory
clients for which the Adviser or its affiliates provides investment advice.
Because of different investment objectives or other factors, a particular
security may be bought for one or more funds or clients when one or more are
selling the same security. If opportunities for purchase or sale of securities
by the Adviser for the Fund or for other investment advisory clients arise for
consideration at or about the same time, transactions in such securities will be
made, insofar as feasible, for the Fund or clients in a manner deemed equitable
to all of them. To the extent that transactions on behalf of more than one
client of the Adviser or its affiliates may increase the demand for securities
being purchased or the supply of securities being sold, there may be an adverse
effect on price.
Pursuant to the Advisory Agreement, the Adviser is not liable to the Fund or
its shareholders for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which the Advisory
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Adviser in the performance of its duties
or from reckless disregard by the Adviser of its obligations and duties under
the Advisory Agreement.
Under the Advisory Agreement, the Trust and the Fund may use the name "Burnham"
or any name derived from or similar to it only for so long as the Advisory
Agreement or any extension, renewal or amendment thereof remains in effect. If
the Advisory Agreement is no longer in effect, the Trust and the Fund (to the
extent that they lawfully can) will cease to use such a name or any other name
indicating that it is advised by or otherwise connected with the Adviser.
The continuation of the Advisory Agreement and the Subadvisory Agreement, the
Administration Agreement and the Distribution Agreement (discussed below), was
approved by all of the Trustees. These agreements will continue in effect from
year to year, provided that their continuance is approved annually in accordance
with the requirements of the 1940 Act. The 1940 Act currently requires approval
by both (i) the holders of a majority of the outstanding voting securities of
the Trust or the Trustees, and (ii) a majority of the Trustees who are not
parties to the Agreement or "interested persons" of any such parties. These
agreements may be terminated on 60 days written notice by any party or by vote
of a majority of the outstanding voting securities of the Fund and will
terminate automatically if assigned.
In order to avoid conflicts with portfolio trades for the Fund, the Adviser and
the Fund have adopted restrictions on personal securities trading by personnel
of the Adviser and its affiliates. These restrictions are a continuation of the
basic principle that the interests of the Fund and their shareholders come
first.
SUBADVISER.
The Adviser has engaged the services of a subadviser to provide portfolio
management services to the Fund. For its services to the Fund, the Adviser
pays the subadviser a subadvisory fee expressed as an annual percentage
of the Fund's average daily net assets. The Fund has no obligation to pay
subadvisory fees.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
SUBADVISER SUBADVISED FUND SUBADVISORY FEE (%)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Reich & Tang Asset Management LP U.S. Treasury Money Market Fund Less than $100 million
$100 million but less than $150 million
$150 million or more
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Reich & Tang Asset Management L.P. ("Reich & Tang") is the subadviser to the
Burnham U.S. Treasury Money Market Fund. Reich & Tang is a Delaware limited
partnership with its principal office at 600 Fifth Avenue, New York, New York
10020. Nvest Companies L.P. is the limited partner and owner of a 99.5% interest
in Reich & Tang. Reich & Tang is a registered investment adviser and has been
providing investment advisory services to mutual funds and other institutional
clients since 1994.
16
<PAGE>
ADMINISTRATOR.
Burnham Asset Management Corporation serves as administrator ("Administrator")
to the Fund pursuant to an Administration Agreement. Under the Administration
Agreement, the Administrator provides the Fund with office space and personnel
to assist the Fund in managing its affairs. The Administrator's duties require
it to supervise all aspects of the Fund's operations not related to the Fund's
investments. For its services to the Fund, the Administrator is paid by the Fund
at the following annual percentage of the Fund's average daily net assets:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
AVERAGE DAILY ADMINISTRATION FEE
NET ASSETS
- --------------------------------------------------------------------
<S> <C>
For amounts up to $150,000,000 0.15%
- --------------------------------------------------------------------
$150,000,000 to 300,000,000 0.125%
- --------------------------------------------------------------------
Over $300,000,000 0.10%
- --------------------------------------------------------------------
</TABLE>
DISTRIBUTOR.
Distribution Agreement. The Fund has a Distribution Agreement with Burnham
Securities Inc. Under the Distribution Agreement, the Distributor is obligated
to use its best efforts to sell shares of the Fund. Shares of the Fund are also
sold by selected broker-dealers (the "Selling Brokers") which have entered into
selling agency agreements with the Distributor. The Distributor accepts orders
for the purchase of shares of the Fund which are continually offered at net
asset value next determined.
17
<PAGE>
CUSTODIAN.
Investors Fiduciary Trust Company, 801 Pennsylvania Avenue, Kansas City, MO
64105, serves as custodian of the Trust's securities and cash.
TRANSFER AGENT AND DIVIDEND PAYING AGENT.
State Street Bank and Trust Company, P.O. Box 8505, Boston, Massachusetts
02266-8505, is transfer and dividend paying agent for the Trust. Its
compensation is based on schedules agreed on by the Trust and the transfer
agent.
INDEPENDENT ACCOUNTANTS.
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036, is the independent accountant for the Trust. In addition to reporting
annually on the financial statements of the Trust, the accountants assist and
consult with the Trust in connection with the preparation of certain filings of
the Trust with the SEC.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
As of September , 1999, all outstanding shares of the Fund were owned by
Burnham Asset Management Corp. Burnham Asset Management Corp. is deemed to be
the control persons or principal owners of the Fund, as defined in the 1940 Act.
Control persons are presumed to control the Fund for purposes of voting on
matters submitted to a vote of shareholders. Principal holders own of record
or beneficially 5% or more of the Fund's outstanding voting securities.
18
<PAGE>
SHARES OF BENEFICIAL INTEREST
DESCRIPTION OF THE TRUST'S SHARES.
The Trust is a business trust organized on August 20, 1998 under Delaware law.
The Trustees are responsible for the management and supervision of the Fund. The
Declaration of Trust permits the Trustees to issue an unlimited number of full
and fractional shares of beneficial interest of the Fund, without par value.
Under the Declaration of Trust, the Trustees have the authority to create and
classify shares of beneficial interest in separate series, without further
action by shareholders. As of the date of this Statement of Additional
Information, the Trustees have authorized shares of the Fund as described in
this statement of additional information as well as shares of the Burnham Dow
30 Focused Fund, Burnham Fund, Burnham Financial Services Fund, Burnham Small
Cap Value Fund and Burnham Money Market Fund. Additional series may be added in
the future. The Declaration of Trust also authorizes the Trustees to classify
and reclassify the shares of the Funds, or any other series of the Trust, into
one or more classes. As of the date of this Statement of Additional Information,
the Trustees have authorized the issuance of a single classes of shares for the
Fund as described in the prospectus.
Each share of the Fund represents an equal proportionate interest in the assets
belonging to the Fund. When issued, shares are fully paid and nonassessable. In
the event of liquidation of the Fund, shareholders are entitled to share pro
rata in the net assets of the Fund available for distribution to such
shareholders. Shares of the Fund are freely transferable and have no preemptive,
subscription or conversion rights.
In accordance with the provisions of the Declaration of Trust, the Trustees have
initially determined that shares entitle their holders to one vote per share on
any matter on which such shares are entitled to vote. The Trustees may determine
in the future, without the vote or consent of shareholders, that each dollar of
net asset value (number of shares owned times net asset value per share) will be
entitled to one vote on any matter on which such shares are entitled to vote.
Unless otherwise required by the 1940 Act or the Declaration of Trust, the
Fund has no intention of holding annual meetings of shareholders. Shareholders
may remove a Trustee by the affirmative vote of at least two-thirds of the
Trust's outstanding shares. At any time that less than a majority of the
Trustees holding office were elected by the shareholders, the Trustees will call
a special meeting of shareholders for the purpose of electing Trustees.
Under Delaware law, shareholders of a Delaware business trust are protected from
liability for acts or obligations of the Trust to the same extent as
shareholders of a private, for-profit Delaware corporation. In addition, the
Declaration of Trust expressly provides that the Trust has been organized under
Delaware law and that the Declaration of Trust will be governed by Delaware law.
It is possible that the Trust might become a party to an action in another state
whose courts refused to apply Delaware law, in which case the Trust's
shareholders could be subject to personal liability.
19
<PAGE>
To guard against this risk, the Declaration of Trust:
contains an express disclaimer of shareholder liability for acts or
obligations of the Trust and provides that notice of this disclaimer may be
given in each agreement, obligation and instrument entered into or executed
by the Trust or its Trustees,
provides for the indemnification out of Trust or Fund property of any
shareholders held personally liable for any obligations of the Trust or of
the Fund and
provides that the Trust shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon.
Thus, the risk of a shareholder incurring financial loss beyond his or her
investment because of shareholder liability with respect to the Fund is limited
to circumstances in which all of the following factors are present: (1) a court
refused to apply Delaware law; (2) the liability arose under tort law or, if
not, no contractual limitation of liability was in effect; and (3) the Fund
itself would be unable to meet its obligations. In the light of Delaware law,
the nature of the Trust's business and the nature of its assets, the risk of
personal liability to a shareholder is remote.
The Declaration of Trust further provides that the Trust will indemnify each of
its Trustees and officers against liabilities and expenses reasonably incurred
by them, in connection with, or arising out of, any action, suit or proceeding,
threatened against or otherwise involving the Trustee or officer, directly or
indirectly, by reason of being or having been a Trustee or officer of the Trust.
The Declaration of Trust does not authorize the Trust or the Fund to indemnify
any Trustee or officer against any liability to which he or she would otherwise
be subject by reason of or for willful misfeasance, bad faith, gross negligence
or reckless disregard of such person's duties.
BROKERAGE
Purchases and sales of portfolio securities are generally placed with
broker-dealers who provide the best price (inclusive of brokerage commissions)
and execution for orders. However, transactions may be allocated to
broker-dealers who provide research. Also, higher fees may be paid to brokers
that do not furnish research or furnish less valuable research if a good faith
determination is made that the commissions paid are reasonable in relation to
the value of the brokerage and research services provided. Among these services
are those that brokerage houses customarily provide to institutional investors,
such statistical and economic data and research reports on companies and
industries.
Research services might be useful and valuable to the Adviser, the subadvisers
and their affiliates in serving other clients as well as the Fund. Similarly,
research services obtained by the Adviser, subadvisers or the Distributor from
the placement of portfolio brokerage of other clients might be useful and of
value to the Adviser or subadvisers in carrying out their obligations to the
Fund.
The Fund may execute purchases and sales of portfolio securities through the
Distributor if it is able to obtain the best combination of price (inclusive of
brokerage commissions) and execution. The Distributor can charge the Fund
commissions for these transactions, subject to review by the non-interested
Trustees. The Trustees may permit payment of commissions which, though higher
than the lowest available, are deemed reasonable. The Trustees have adopted
procedures pursuant to Rule 17e-1 under the 1940 Act to ascertain that the
brokerage commissions paid to the Distributor are reasonable.
No transactions may be effected by the Fund with the Distributor acting as
principal for its own account. Over-the-counter purchases and sales normally are
made with principal market makers except where, in management's opinion, better
executions are available elsewhere.
20
<PAGE>
DETERMINATION OF PERFORMANCE
TOTAL RETURN.
The Fund may quote its performance in terms of total return in communications to
shareholders, or in advertising material. Total return is calculated according
to the following formula:
P (1 + T)'pp'n = ERV
Where:
P = a hypothetical initial payment of $1,000,
T = average annual total return, and
n = number of years.
In calculating the above, it is assumed that the maximum sales load (or other
charges deducted from payments) is deducted from the initial $1,000 payment and
all recurring fees that are charged to all shareholder accounts are included.
The Fund's performance depends on market conditions, portfolio composition and
expenses. Thus, investment yields, current distributions or total returns may
differ from past results, and there is no assurance that historical performance
will continue.
EFFECTIVE YIELD.
The Fund's yield quotations as they appear in reports and other material
distributed by the Fund or by the Distributor are calculated as prescribed by
the Commission. The yield of the Fund for a 7-day period (the "base period")
will be computed by determining the net change in value (calculated as set forth
below) of a hypothetical account having a balance of one share at the beginning
of the period, dividing the net change in account value by the value of the
account at the beginning of the base period to obtain the base period return,
and multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent.
Net changes in value of a hypothetical account will include the value of
additional shares purchased with dividends from the original share and dividends
declared on both the original share and any such additional shares, but will not
include realized gains or losses or unrealized appreciation or depreciation on
portfolio investments.
The Fund's effective yield is computed by compounding the unannualized base
period return by adding 1 to the base period return, raising the sum to a power
equal to 365 divided by 7, and subtracting one from the result, according to the
following formula:
Effective Yield = [(base period return + 1) 'pp'365/7] -1
None.
21
<PAGE>
BURNHAM INVESTORS TRUST
Post-Effective Amendment No. 69
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Agreement and Declaration of Trust, dated August 20, 1998.(2)
(b) By-Laws dated August 20, 1998, as amended on August 27, 1998.(2)
(c) None.
(d)(1) Investment Advisory Agreement between the Registrant and Burnham
Asset Management Corporation.(2)
(d)(2) Form of Investment Subadvisory Agreement between Burnham Asset
Management Corporation and Mendon Capital Advisers Corp. with
respect to Burnham Financial Services Fund.(2)
(d)(3) Investment Subadvisory Agreement between Burnham Asset
Management Corporation and Reich & Tang Asset Management, LP with
respect to Burnham Money Market Fund.(3)
(d)(4) Form of Investment Subadvisory Agreement between Burnham Asset
Management Corporation and Reich & Tang Asset Management, LP with
respect to Burnham U.S. Treasury Money Market Fund.*
(e)(1) Distribution Agreement between the Registrant and Burnham
Securities Inc.(2)
(e)(2) Specimen Selling and Service Agreement between the Registrant and
_____________________.(1)
(f) None.
(g)(1) Custodian Contract between the Registrant and Investor Fiduciary
Trust Company.(1)
(g)(2) Letter Agreement between the Registrant and Investors Fiduciary
Trust Company.(3)
(h)(1) Transfer Agency Agreement between the Registrant and State Street
Bank and Trust Company.(1)
<PAGE>
(h)(2) Letter Agreement between the Registrant and State Street Bank and
Trust Company.(3)
(h)(3) Administration Agreement between the Registrant and Burnham Asset
Management Corporation.(2)
(i) Opinion and consent of counsel.*
(j) Consent of independent accountants.(3)
(k) Financial Statements:
The following reports and financial statements are incorporated in
Part C by reference to The Burnham's Fund's Annual Report to
Shareholders for the year ended December 31, 1998 filed on
February 26, 1999 (accession #0000950117-99-000388)
Report of Independent Accountants for the year ended December 31,
1998; Statement of Net Assets at December 31, 1998, Statement of
Assets and Liabilities at December 31, 1998, Statement of
Operations for the year ended December 31, 1998, Statement of
Changes in Net Assets for each of the two years in the period ended
December 31, 1998 and Note to Financial Statements.
(l) None.
(m)(1) Rule 12b-1 Plans for Class A and Class B shares of Burnham Fund,
Burnham Financial Services Fund and Burnham Small Cap Value
Fund.(2)
(m)(2) Rule 12b-1 Plan for the Dow 30 Focused Fund.(2)
(n) Financial Data Schedule.(3)
(o) Rule 18f-3 Multiple Class Plan.(2)
* Filed herewith
(1) Incorporated by reference to post effective amendment no. 66
(File Nos. 2-17226 and 811-994) (filed April 30, 1998).
(2) Incorporated by reference to post-effective amendment no. 67
(File Nos. 2-17266 and 811-994) (filed February 18, 1999).
(3) Incorporated by reference to post-effective amendment no. 68
(File Nos. 2-17266 and 811-994) filed April 30, 1999).
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT.
To the knowledge of the Registrant, it does not control, is not
controlled by, and is not under common control with any other
person.
ITEM 25. INDEMNIFICATION.
Except for the Agreement and Declaration of Trust, dated August 20,
1998, establishing the Registrant as a trust under Delaware law,
there is no contract, arrangement or statute under which any
director, officer, underwriter or affiliated person of the
Registrant is insured or indemnified. The Declaration of Trust
provides that no trustee or officer will be indemnified against any
liability of which the Registrant would otherwise be subject by
reason of or for willful misfeasance, bad faith, gross negligence
of reckless disregard of such person's duties.
Registrant's Trustees and officers are insured under a standard
investment company errors and omissions insurance policy covering
loss incurred by reason of negligent errors and omissions committed
in their capacities as such.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
The information required by this item is set forth in the Form ADV
of the Registrant's investment adviser, Burnham Asset Management
Corporation. The following sections of the Form ADV are
incorporated herein by reference:
(a) Items 1 and 2 of Part 2; and
(b) Section IV, Business Background, of each Schedule D
The information required by this item is set forth in the Form ADV
of the Registrant's investment subadvisor, Mendon Capital Advisers
Corp. The following sections of the Form ADV are incorporated
herein by reference:
(a) Items 1 and 2 of Part 2; and
(b) Section IV, Business Background, of each Schedule D
The information required by this item is set forth in the Form ADV
of the Registrant's investment subadvisor, Reich & Tang Asset
Management LP. The following sections of the Form ADV are
incorporated herein by reference:
(a) Items 1 and 2 of Part 2; and
(b) Section IV, Business Background, of each Schedule D
<PAGE>
ITEM 27. PRINCIPAL UNDERWRITERS.
(1) Burnham Securities Inc. is the principal distributor of the
Registrant's shares.
(2) The officers and directors of the Distributor who also serve
the Registrant are as follows:
<TABLE>
<CAPTION>
Name Position with Distributor Position with Registrant
- ---- ------------------------- ------------------------
<S> <C> <C>
I.W. Burnham, II Honorary Chairman of Honorary Chairman of
the Board and Director the Board and
Director/Trustee
Jon M. Burnham Chairman of the Board, President, Chief
Chief Executive Officer Executive Officer and
and Director Director/Trustee
Debra B. Hyman Vice President and Executive Vice President
Director
Ronald M. Geffen Managing Director Vice President
Frank A. Passantino First Vice President Vice President and
Assistant Secretary
</TABLE>
The principal business address of all such persons is 1325 Avenue of the
Americas, 26th Floor, New York, New York 10019.
(3) No commissions or other compensation have been paid by the
Registrant, directly or indirectly, to any principal underwriter
who is not an affiliated person of the Registrant or an affiliated
person of such an affiliated person during the last fiscal year.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
Burnham Asset Management Corporation
1325 Avenue of the Americas, 26th Floor
New York, New York 10019
Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, MO 64105
First Data Investor Services Group
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903
<PAGE>
ITEM 29. MANAGEMENT SERVICES.
The Registrant has not entered into any management-related service
contracts not discussed in Part A or B of this Registration
Statement.
ITEM 30. UNDERTAKINGS.
None.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act, as amended, the Registrant has duly caused this
post-effective amendment no. 69 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, the state of New York, on
the 23rd day of July, 1999.
BURNHAM INVESTORS TRUST
By: /s/ Jon M. Burnham*
Jon M. Burnham
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment no. 69 to the registration statement on Form N-1A
has been signed below by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ I.W. Burnham, II* Chairman and Trustee July 23, 1999
---------------------------
I.W. Burnham, II
/s/ Jon M. Bunham* President, Chief July 23, 1999
--------------------------- Executive Officer and
Jon M. Burnham Trustee
/s/ Michael E. Barna Chief Financial Officer July 23, 1999
---------------------------
Michael E. Barna
/s/ Claire B. Benenson* Trustee July 23, 1999
---------------------------
Claire B. Benenson
/s/ Alvin P. Gutman* Trustee July 23, 1999
---------------------------
Alvin P. Gutman
/s/ William W. Karatz* Trustee July 23, 1999
---------------------------
William W. Karatz
/s/ John C. McDonald* Trustee July 23, 1999
---------------------------
John C. McDonald
/s/ Donald B. Romans* Trustee July 23, 1999
---------------------------
Donald B. Romans
/s/ Robert F. Shapiro Trustee July 23, 1999
---------------------------
Robert F. Shapiro
/s/ Robert M. Shavick* Trustee July 23, 1999
--------------------------
Robert M. Shavick
/s/ David H. Solms* Trustee July 23, 1999
--------------------------
David H. Solms
/s/ Robert S. Weinberg* Trustee July 23, 1999
--------------------------
Robert S. Weinberg
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. Wilbur* Trustee July 23, 1999
--------------------------
Robert J. Wilbur
</TABLE>
*By: /s/ Michael E. Barna
Attorney-in-fact under powers
of attorney previously filed.
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
(d)(4) Investment Subadvisory Agreement.
(i) Opinion of Counsel.
</TABLE>
STATEMENT OF DIFFERENCES
------------------------
Characters normally expressed as superscript shall be preceded by....... 'pp'
The section symbol shall be expressed as................................. 'SS'
The service mark symbol shall be expressed as............................ 'sm'
<PAGE>
BURNHAM ASSET MANAGEMENT CORP.
1325 Avenue of the Americas, 26th Floor
New York, NY 10019
September , 1999
BURNHAM INVESTORS TRUST, on behalf of
Burnham U.S. Treasury Money Market Fund
1325 Avenue of the Americas, 26th Floor
New York, NY 10019
REICH & TANG ASSET MANAGEMENT, L.P.
600 FIFTH AVENUE
NEW YORK, NEW YORK 10020-2302
Subadvisory Agreement
Dear Sirs:
Burnham Investors Trust (the "trust"), of which Burnham U.S. Treasury Money
Market Fund (the "fund") is a series, has been organized as a business trust
under the laws of the State of Delaware to engage in the business of an
investment company. The trust's shares of beneficial interest are currently
divided into five series (including the fund), each series representing the
entire undivided interest in a separate portfolio of assets.
The board of trustees of the trust (the "trustees") has selected Burnham
Asset Management Corp. (the "adviser") to provide overall investment advice and
management for the fund, and to provide certain other services, under the terms
and conditions provided in the investment advisory agreement, dated as of the
date hereof, between the trust, on behalf of the fund, and the adviser (the
"investment advisory agreement").
The adviser and the trustees have selected Reich & Tang Asset Management,
L.P. (the "subadviser") to provide the adviser and the fund with the advice and
services set forth below, and the subadviser is willing to provide such advice
and services, subject to the review of the trustees and overall supervision of
the adviser, under the terms and conditions hereinafter set forth. The
subadviser hereby represents and warrants that it is registered
<PAGE>
as an investment adviser under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"). Accordingly, the trust, on behalf of the fund, and the
adviser agree with the subadviser as follows:
1. Delivery of Documents. The trust has furnished the subadviser with
copies, properly certified or otherwise authenticated, of each of the
following:
(1) agreement and declaration of trust of the trust, dated August 20,
1998 (the "declaration of trust");
(2) by-laws of the trust as in effect on the date hereof;
(3) resolutions of the trustees selecting the subadviser as the
investment subadviser to the fund and approving this subadvisory
agreement (the "agreement");
(4) resolutions of the trustees selecting the adviser as investment
adviser to the fund and approving the investment advisory
agreement and resolutions adopted by the initial shareholder of
the fund approving the investment advisory agreement;
(5) the adviser's investment advisory agreement;
(6) the fund's prospectus and statement of additional information;
and
(7) the trust's code of ethics.
The adviser will furnish the subadviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. Investment Services. The subadviser will use its best efforts to
provide to the fund continuing and suitable investment advice with
respect to investments. Subject always to the provisions of the
trust's declaration of trust and by-laws and the Investment Company
Act of 1940, as amended (the "1940 Act"), and to the investment
objective, policies and restrictions (including, without limitation,
the requirements of Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code") for qualification as a registered investment
company) of the fund, as each of the same shall be from time to time
in effect as set forth in the fund's prospectus and statement of
additional information, or any investment guidelines or other
instructions received in writing from the adviser and subject,
further, to such policies and instructions as the board of trustees
may from time to time establish and deliver to the subadviser. In the
performance of the subadviser's duties hereunder, subject always to
the provisions contained in the documents delivered to the subadviser
pursuant to Section 1 above, as from time to time amended or
supplemented, the subadviser will, at its own expense:
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<PAGE>
(1) furnish the adviser and the fund with advice and recommendations,
consistent with the investment policies, objectives and
restrictions of the fund as set forth above, with respect to the
purchase, holding and disposition of portfolio securities and
other permitted investments;
(2) furnish the adviser and the fund with advice in connection with
policy decisions to be made by the board of trustees or any
committee thereof about the fund's investments and, as requested,
furnish the fund with research, economic and statistical data in
connection with the fund's investments and investment policies;
(3) submit such reports relating to the valuation of the fund's
securities as the adviser may reasonably request;
(4) subject to prior consultation with the adviser, assist the fund
in any negotiations relating to the fund's investments with
issuers, investment banking firms, securities brokers or dealers
and other institutions or investors;
(5) consistent with the provisions of Section 7 of this agreement,
place orders for the purchase, sale or exchange of portfolio
securities for the fund's account with brokers or dealers
selected by the adviser or the subadviser, provided that in
connection with the placing of such orders and the selection of
such brokers or dealers the subadviser will seek to obtain best
price and execution, except as otherwise provided in the
prospectus and statement of additional information of the fund;
(6) from time to time or at any time requested by the adviser or the
trustees, make reports to the adviser or the trustees, as
requested, of the subadviser's performance of the foregoing
services;
(7) subject to the supervision of the adviser, maintain and preserve
the records required by the 1940 Act to be maintained by the
subadviser (the subadviser agrees that such records are the
property of the trust and copies will be surrendered to the trust
promptly upon request therefor);
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<PAGE>
(8) give instructions to the custodian (including any sub-custodian)
of the fund as to deliveries of securities to and from such
custodian and payments of cash for the account of the fund, and
advise the adviser on the same day such instructions are given;
(9) cooperate generally with the fund and the adviser to provide
information necessary for the preparation of registration
statements and periodic reports to be filed with the Securities
and Exchange Commission, including Form N-1A, semi-annual reports
on Form N-SAR, periodic statements, shareholder communications
and proxy materials furnished to holders of shares of the fund,
filings with states and with United States agencies responsible
for tax matters, and other reports and filings of like nature.
In the performance of its duties hereunder, the sub-adviser is and will be an
independent contractor and unless otherwise expressly provided or authorized
will have no authority to act for or represent the fund or trust in any way or
otherwise be deemed to be an agent of the fund, the trust or of the adviser.
3. Expenses Paid by the Sub-adviser. The sub-adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its
obligations under this agreement, the expenses of office rent,
telephone, telecommunications and other facilities that it is
obligated to provide in order to perform the services specified in
Section 2, and any other expenses incurred by it in connection with
the performance of its duties hereunder.
4. Expenses of the Fund Not Paid by the Sub-adviser. The sub-adviser will
not be required to pay any expenses which this agreement does not
expressly state will be payable by the sub-adviser. In particular, and
without limiting the generality of the foregoing but subject to the
provisions of Section 3, the sub-adviser will not be required to pay
any fund expense or to reimburse the adviser for any such expense that
the adviser is required to pay.
5. Compensation of the Sub-adviser. The adviser will pay the sub-adviser,
as compensation for services and expenses assumed hereunder, a fee as
set forth in Schedule I. Sub-advisory fees payable hereunder will be
computed daily and paid monthly in arrears. If this agreement is
effective subsequent to the first day of the month, or if this
agreement is terminated, the fee provided in
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<PAGE>
this section will be computed on the basis of the number of days in
the month for which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days elapsed in the current month as
a percentage of the total number of days in such month. The
sub-adviser understands and agrees that neither the trust nor the fund
has any liability for the subadviser's fee hereunder. Calculations of
the subadviser's fee will be based on average net asset values as
provided by the adviser.
6. Other Activities of the Subadviser and Its Affiliates. Nothing herein
contained will prevent the subadviser or any of its affiliates or
associates from engaging in any other business or from acting as
investment adviser or investment manager for any other person or
entity, whether or not having investment policies or a portfolio
similar to the fund. It is specifically understood that officers,
directors and employees of the subadviser and its affiliates may
engage in providing portfolio management services and advice to other
investment advisory clients of the subadviser or of its affiliates.
7. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the fund, neither the
subadviser nor any of its directors, officers or employees will act as
principal or agent or receive any commission. The subadviser will not
knowingly recommend that the fund purchase, sell or retain securities
of any issuer in which the subadviser has a financial interest without
obtaining prior approval of the adviser prior to the execution of any
such transaction. The subadviser will provide quarterly compliance
reports to a designated representative of the adviser reporting any
violation of the subadviser code of ethics.
8. No Partnership or Joint Venture. The trust, the fund, the adviser and
the subadviser are not partners of or joint venturers with each other
and nothing herein shall be construed so as to make them such partners
or joint venturers or impose any liability as such on any of them.
9. Limitation of Liability of the Subadviser. The subadviser will not be
liable for any error of judgment or mistake of law or for any loss
suffered by the trust, the fund or the adviser in connection with the
matters to which this agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the sub
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<PAGE>
adviser's part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this agreement.
10. Duration and Termination of this Agreement. This agreement will remain
in effect until July 31, 2000 and from year to year thereafter, but
only so long as such continuance is specifically approved at least
annually in accordance with the requirements of the 1940 Act as now in
effect or as amended, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission by any rule,
regulation, order or interpretive position. This agreement may, on 60
days written notice, be terminated at any time without the payment of
any penalty by the fund by vote of a majority of the outstanding
voting securities of the fund or by the board of trustees or by the
adviser or by the sub-adviser. Termination of this agreement with
respect to the fund will not be deemed to terminate or otherwise
invalidate any provisions of any contract between you and any other
series of the trust. This agreement will automatically terminate in
the event of its assignment or upon the termination of the adviser's
investment advisory agreement. In interpreting the provisions of this
Section 10, the definitions contained in Section 2(a) of the 1940 Act
(including the definitions of "assignment," "interested person" and
"voting security"), will apply.
11. Amendment of this Agreement. No provision of this agreement may be
changed or waived orally, but only by an instrument in writing signed
by the party against which enforcement of the change or waiver is
sought. No amendment, transfer, assignment, sale, hypothecation or
pledge of this agreement shall be effective until approved in
accordance with the requirements of the 1940 Act as now in effect or
as amended, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission by any rule, regulation, order
or interpretive position.
12. Miscellaneous.
(1) The captions in this agreement are included for convenience of
reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect. This agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an
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<PAGE>
original, but all of which together shall constitute one and the
same instrument. The name Burnham Investors Trust is the
designation of the trustees under the declaration of trust, dated
August 20, 1998 and the declaration of trust has been filed with
the Secretary of State of the State of Delaware. The obligations
of the trust and the fund are not personally binding upon, nor
will resort be had to the private property of, any of the
trustees, shareholders, officers, employees or agents of the
trust or the fund, but only the fund's property shall be bound.
The fund will not be liable for the obligations of any other
series of the trust.
(2) Nothing herein contained will limit or restrict the sub-adviser
or any of its officers, affiliates or employees from buying,
selling or trading in any securities for its or their own account
or accounts. The trust and fund acknowledge that the sub-adviser
and its officers, affiliates and employees, and its other clients
may at any time have, acquire, increase, decrease or dispose of
positions in investments which are at the same time being
acquired or disposed of by the fund. The sub-adviser will have no
obligation to acquire for the fund, a position in any investment
which the sub-adviser, its officers, affiliates or employees may
acquire for its or their own accounts or for the account of
another client if, in the sole discretion of the sub-adviser, it
is not feasible or desirable to acquire a position in such
investment for the fund. Nothing herein contained will prevent
the sub-adviser from purchasing or recommending the purchase of a
particular security for one or more funds or clients while other
funds or clients may be selling the same security.
(3) Any information supplied by the sub-adviser, which is not
otherwise in the public domain, in connection with the
performance of its duties hereunder is confidential and may be
used only by the fund and/or its agents, and only in connection
with the fund and its investments.
(4) Governing Law. This agreement shall be governed by the
substantive law of the State of New York and the applicable
provisions of the 1940 Act.
Yours very truly,
BURNHAM ASSET MANAGEMENT CORP.
By: /s/ Jon M. Burnham
Its: President and CEO
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<PAGE>
The foregoing agreement is hereby
agreed to as of the date thereof.
BURNHAM INVESTORS TRUST
on behalf of Burnham U.S. Treasury Money
Market Fund
By: Michael E. Barna
Its: Chief Financial Officer
REICH & TANG ASSET MANAGEMENT, L.P.
By: Richard DeSanctis
Its: Chief Financial Officer
------------------------------
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<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Annual Fee Rate as a Percentage
Fund of Average Daily Net Asset Value
- ---- --------------------------------
<S> <C>
Burnham U.S. Treasury Money Market Fund
</TABLE>
The average net asset value for the month will be based on the net asset
value used in determining the price at which fund shares are sold, repurchased
or redeemed on each day of the month.
If this agreement becomes effective as to a fund subsequent to the first
day of a month, or terminates before the last day of a month, your compensation
for such fraction of the month will be determined by applying the foregoing
percentages to the average daily net asset value of the fund during such
fraction of a month and in the proportion that such fraction of a month bears to
the entire month.
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<PAGE>
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL]
July 23, 1999
Burnham Investors Trust
1325 Avenue of the Americas, 26th Floor
New York, New York 10019
Re: Burnham Investors Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel to Burnham Investors Trust, a
Delaware business trust (the "Trust"), in connection with certain matters
relating to the formation of the Trust and the issuance of Shares of beneficial
interest in the Trust. Capitalized terms used herein and not otherwise herein
defined are used as defined in the Agreement and Declaration of Trust of the
Trust dated August 20, 1998, as amended by an amendment to the Agreement and
Declaration of Trust of the Trust approved by the Board of Trustees on
February 18, 1999 (the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of the
Trust as filed in the Office of the Secretary of State of the State of Delaware
(the "Recording Office") on August 20, 1998 (the "Certificate"); the Governing
Instrument; the By-laws of the Trust, as amended by an Amendment to the By-laws
of Burnham Investors Trust approved by the Board of Trustees on August 27, 1998
(the "By-laws"); certain resolutions of the Trustees of the Trust (i) dated
August 27, 1998 relating to the organization of the Trust (ii) dated February
18, 1999 relating to the amendment of the Governing Instrument, and (iii) dated
May 13, 1999 relating to the establishment of Burnham U.S. Treasury Money Market
Fund, a new series of the Trust (the "Money Market Fund") (the "Resolutions"
and togetherwith the Governing Instrument and the Bylaws, the "Governing
Documents"); an Officer's Certificate executed by the treasurer of the Trust
dated July 8, 1999; an Adoption of and Amendment to Notification of Registration
filed with the Securities and Exchange Commission on February 16, 1999 by
which the Trust adopted the Notification of Registration Filed Pursuant to
Section 8(a) of the Investment Company Act of 1940 on Form N-8A of The Burnham
Fund, Inc., a Maryland corporation (the "Fund"); Post-Effective Amendment
No. 67 to the Registration Statement under the Securities Act of 1933 on
Form N-1A of the Fund, by which the Trust adopted such Registration Statement
filed with the Securities and Exchange Commission on February 18, 1999;
Post-Effective Amendment No. 69 to the Registration Statement under
the Securities Act of
<PAGE>
Burnham Investors Trust
July 23, 1999
Page 2
1933 on Form N-1A of the Trust to be filed with the Securities and Exchange
Commission on or about the date hereof (the "Post-Effective Amendment"); and a
certification of good standing of the Trust obtained as of a recent date from
the Recording Office. In such examinations, we have assumed the genuineness of
all signatures, the conformity to original documents of all documents submitted
to us as copies or drafts of documents to be executed, and the legal capacity of
natural persons to complete the execution of documents. We have further assumed
for the purpose of this opinion: (i) the due authorization, execution and
delivery by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents, and of all
documents contemplated by the Governing Instrument, the By-laws and applicable
resolutions of the Trustees to be executed by investors desiring to become
Shareholders; (ii) the payment of consideration for Shares, and the application
of such consideration, as provided in the Governing Instrument, and compliance
with the other terms, conditions and restrictions set forth in the Governing
Instrument and all applicable resolutions of the Trustees of the Trust in
connection with the issuance of Shares (including, without limitation, the
taking of all appropriate action by the Trustees to designate Series and Classes
of Shares and the rights and preferences attributable thereto as contemplated by
the Governing Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration paid by,
Shareholders will be maintained in the appropriate registers and other books and
records of the Trust in connection with the issuance, redemption or transfer of
Shares; (iv) that no event has occurred subsequent to the filing of the
Certificate that would cause a termination or reorganization of the Trust under
Section 3 or Section 4 of Article IX of the Governing Instrument; (v) that the
activities of the Trust have been and will be conducted in accordance with the
terms of the Governing Instrument and the Delaware Business Trust Act, 12 Del.
C. 'SS''SS' 3801 et seq. (the "Delaware Act"); and (vi) that each of the
documents examined by us is in full force and effect and has not been modified,
supplemented or otherwise amended, except as herein referenced. No opinion is
expressed herein with respect to the requirements of, or compliance with,
federal or state securities or "blue sky" laws. Further, we express no opinion
on the sufficiency or accuracy of any registration or offering documentation
relating to the Trust or the Shares. As to any facts material to our opinion,
other than those assumed, we have relied without independent investigation on
the above-referenced documents and on the accuracy, as of the date hereof, of
the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing business trust in
good standing under the laws of the State of Delaware.
2. The Shares of the Money Market Fund, when issued to Shareholders in
accordance with the terms, conditions, requirements and procedures set forth in
the Governing Documents, will constitute legally issued, fully paid and
non-assessable Shares of beneficial interest in the Money Market Fund.
<PAGE>
Burnham Investors Trust
July 23, 1999
Page 3
3. Under the Delaware Act and the terms of the Governing Instrument, each
Shareholder of the Trust, in such capacity, will be entitled to the same
limitation of personal liability as that extended to stockholders of private
corporations for profit organized under the general corporation law of the State
of Delaware; provided, however, that we express no opinion with respect to the
liability of any Shareholder who is, was or may become a named Trustee of the
Trust. Neither the existence nor exercise of the voting rights granted to
Shareholders under the Governing Instrument will, of itself, cause a Shareholder
to be deemed a trustee of the Trust under the Delaware Act. Notwithstanding the
foregoing or the opinion expressed in paragraph 2 above, we note that, pursuant
to Section 2 of Article VIII of the Governing Instrument, the Trustees have the
power to cause Shareholders, or Shareholders of a particular Series, to pay
certain custodian, transfer, servicing or similar agent charges by setting off
the same against declared but unpaid dividends or by reducing Share ownership
(or by both means).
We understand that you are currently in the process of registering or
qualifying Shares in the various states, and we hereby consent to the filing of
a copy of this opinion with the Securities and Exchange Commission as part of
the Post-Effective Amendment and with the securities administrators of such
states. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. Except as provided in this paragraph, the
opinion set forth above is expressed solely for the benefit of the addressee
hereof and may not be relied upon by, or filed with, any other person or entity
for any purpose without our prior written consent. This opinion speaks only as
of the date hereof and is based on our understandings and assumptions as to
present facts and our review of the above-referenced documents and certificates
and the application of Delaware law as the same exists on the date hereof, and
we undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or
circumstances that may hereafter come to our attention or any changes in facts
or law that may hereafter occur or take effect.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
