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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
[X] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Additional Materials RULE 14A-6(E)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11 (c) or Rule 14a-12
Burnham Investors Trust
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Notes:
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Burnham Investors Trust
1325 Avenue of the Americas, 26th Floor
New York, New York 10019
1-800-221-3079
[email protected]
Burnham Money Market Fund
Burnham U.S. Treasury Money Market Fund
(the "Funds")
Notice of Special Meeting of Shareholders
to be Held Tuesday, October 10, 2000
This is the formal agenda for the Funds' special meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you
want to attend in person.
To the shareholders of the Funds:
A Special Meeting of Shareholders of the Funds will be held at the offices of
Reich & Tang Asset Management L.P., 600 Fifth Avenue, New York, New York 10020,
at 10:00 a.m., New York time, on Tuesday, October 10, 2000, to consider and act
upon the following:
1. To approve a new investment subadvisory agreement with Reich & Tang
Asset Management L.P. The trustees recommend that you vote for this
proposal.
2. Any other business that may properly come before the meeting or any
adjournment.
Shareholders of record as of the close of business on September 1, 2000 are
entitled to notice and to vote at the meeting and any adjourned session. The
attached proxy statement and proxy card are being mailed to shareholders on or
about September 15, 2000.
By Order of the Board of
Trustees,
/s/ Michael E. Barna
Michael E. Barna
Secretary
New York, New York
September 15, 2000
Please respond. Your vote is important. Whether or not you expect to attend
the meeting, please complete, sign, date and return the enclosed proxy
card. Please take a few minutes to vote now.
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PROXY STATEMENT OF
BURNHAM INVESTORS TRUST
Burnham Money Market Fund
Burnham U.S. Treasury Money Market Fund
(the "Funds")
This proxy statement contains the information you should know before voting
on the proposals summarized below.
The Funds have previously sent their annual report and semi-annual report to
shareholders for the periods ending December 31, 1999 and June 30, 2000,
respectively. The Funds will furnish without charge a copy of their annual
report and most recent semi-annual report to any shareholder who asks for
them. Shareholders who want to obtain a copy of the Trust's report(s) should
write to the Funds at 1325 Avenue of the Americas, 26th Floor, New York, New
York 10019, should call 1-800-462-2392 or should send an e-mail to
[email protected].
INTRODUCTION
This proxy statement is being used by the trustees of Burnham Investors
Trust (the "Trust") to solicit proxies to be voted at a special meeting of
shareholders of your Trust. This meeting will be held at the offices at Reich
& Tang Asset Management L.P., 600 Fifth Avenue, New York, New York 10020, at
10:00 a.m., New York time, on Tuesday, October 10, 2000, to consider and act
upon the following:
1. To approve a new investment subadvisory agreement with Reich & Tang
Asset Management, L.P. The trustees recommend that you vote for this
proposal.
2. Any other business that may properly come before the meeting or any
adjournment.
This proxy statement and the proxy card are being mailed to your fund's
shareholders on or about September 15, 2000.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record on September 1, 2000 are entitled to attend and vote
on each proposal at the meeting or any adjourned meeting. Each share is
entitled to one vote. Shares represented by properly executed proxies, unless
revoked before or at the meeting, will be voted according to shareholders'
instructions. If you sign
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a proxy, but do not fill in a vote, your shares will be voted to approve the
proposal. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
THE TRANSACTION
Information about the Ownership of the Subadviser
Reich & Tang Asset Management L.P. (the "Subadviser") is a limited
partnership that has one general partner, Reich & Tang Asset Management, Inc.
(the "Subadviser General Partner"). Mr. Steven W. Duff is principal executive
officer of the Subadviser's Mutual Funds Division. His principal occupation is
his position with the Subadviser's Mutual Funds Division. The address of the
Subadviser, the Subadviser General Partner and Mr. Duff is 600 Fifth Avenue,
New York, New York 10020. The Subadviser also advises pension trusts, profit-
sharing trusts and endowments.
The Subadviser General Partner is a direct wholly-owned subsidiary of Nvest
Holdings, Inc. ("Nvest Holdings"), which in turn is a direct wholly-owned
subsidiary of Nvest Companies, L.P. ("Nvest"). Nvest's managing general
partner, Nvest Corporation, is a direct wholly-owned subsidiary of MetLife New
England Holdings, Inc. MetLife New England Holdings, Inc. is a direct wholly-
owned subsidiary of Metropolitan Life Insurance Company ("MetLife"). Nvest
Corporation is also the sole general partner of Nvest, L.P. Nvest, L.P.,
Nvest's advising general partner, is a publicly traded company listed on the
New York Stock Exchange. In addition to owning Nvest Corporation, MetLife
owns, directly or indirectly, approximately a 48% limited partnership interest
in Nvest. Nvest, L.P. owns approximately 15% of Nvest. (These percentages,
which are as June 30, 2000, do not reflect the vesting and exercise, described
below, of various options held by personnel of Nvest and of its affiliates,
including the Subadviser, to acquire limited partnership units of Nvest, L.P.)
If the proposed acquisition is completed, Nvest Corporation will cease to be
the managing general partner of Nvest and the general partner of Nvest, L.P.,
and MetLife will cease to own any partnership interest in Nvest. MetLife is a
wholly-owned subsidiary of MetLife, Inc., a publicly traded company listed on
the New York Stock Exchange. The address of Nvest, Nvest Corporation, Nvest
Holdings and Nvest, L.P. is 399 Boylston Street, Boston, Massachusetts 02116.
The address of MetLife New England Holdings, Inc., MetLife and MetLife, Inc.
is One Madison Avenue, New York, New York 10010.
The CDC Asset Management/Nvest Merger
On June 16, 2000, Nvest and CDC Asset Management ("CDC AM") announced that
they and certain of their respective affiliated companies had entered
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into an Agreement and Plan of Merger (the "Merger Agreement"). Under the
Merger Agreement, CDC AM would acquire all of the outstanding units of
partnership interest in both Nvest and Nvest, L.P., at a price of $40 per
unit. This price is subject to reduction (but not below $34 per unit) based in
part on a formula that takes into account the investment advisory fees payable
to the Subadviser and other Nvest affiliates by their mutual fund and other
investment advisory clients that have consented to the transaction. Under this
formula the price per unit that CDC AM will pay to acquire Nvest could be
reduced if the Funds' shareholders do not approve a new combined subadvisory
agreement for the Funds ("new subadvisory agreement"). Assuming a transaction
price of $40 per unit, and the number of units and options outstanding as of
June 30, 2000, the aggregate price payable by CDC AM to acquire all of the
units of Nvest will be approximately $1.5 billion, and the aggregate price
payable by CDC AM to acquire all of the units of Nvest, L.P. (including
payments with respect to units subject to options) will be approximately $375
million.
The transaction will not occur unless various conditions are satisfied (or
waived by the parties, if permitted by law). One of these conditions is
obtaining approval or consent from investment advisory clients of the
Subadviser and other Nvest affiliates (including mutual fund clients) whose
advisory fees represent a specified percentage of the total advisory fee
revenues of the Nvest organization. Because of this condition, approval or
disapproval by the Funds' shareholders of a new subadvisory agreement, taken
together with other clients' consents or approvals, could affect whether or
not the transaction occurs.
The transaction will result in the automatic termination of the subadvisory
agreement currently in effect for each Fund (each Fund's "current subadvisory
agreement"). If for some reason the transaction does not occur, the automatic
termination of the current subadvisory agreement will not occur, and the new
subadvisory agreement will not be entered into, even if it has been approved
by the Funds' shareholders.
As a result of the acquisition, Nvest and Nvest, L.P. would become indirect
wholly-owned subsidiaries of CDC AM, which in turn is 60% owned by CDC
Finance, a wholly-owned subsidiary of Caisse des Depots et Consignations
("CDC"). Founded in 1816, CDC is a major diversified financial institution
with a strong global presence in the banking, insurance, investment banking,
asset management and global custody industries. In addition to its 60%
ownership of CDC AM through CDC Finance, CDC owns 40% of CNP Assurances, the
leading French insurance company, which itself owns 20% of CDC AM. CDC also
owns 35% of Caisse National des Caisses d'Epargne, which also owns 20% of CDC
AM. CDC is 100% owned by the French state.
The main place of business of CDC AM is 7, place des Cinq Martyrs du Lycee
Buffon, 75015 Paris, France. The registered address of CDC Finance is 56, rue
de
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Lille, 75007 Paris, France. The registered address of CDC is 56, rue de Lille,
75007 Paris, France. The registered address of CNP Assurances is 4, place
Raoul Dautry, 75015 Paris, France. The registered address of Caisse National
des Caisses d'Epargne is 5, rue Masseran, 75007 Paris, France. Following the
acquisition, it is expected that Nvest will be renamed CDC Asset Management-
North America.
Various personnel of Nvest and of its affiliates, including the Subadviser,
have previously been granted options to purchase limited partnership units of
Nvest, L.P. ("Nvest L.P. Units"). The Merger Agreement provides that these
options will vest and become fully exercisable immediately before CDC AM's
acquisition of Nvest and Nvest, L.P., even though some of these options would
not otherwise have vested or been exercisable at that time. Each option will
be converted into the right to receive cash from Nvest in an amount equal to
the difference between the option's exercise price and the transaction price
of $40 per unit (subject to reduction, but not below $34 per unit, as
explained above).
PROPOSAL 1 TO APPROVE A NEW SUBADVISORY AGREEMENT
The only item of business that the trustees expect to come before the
Special Meeting of Shareholders of each Fund (the "meeting") is this proposal
to approve a new subadvisory agreement between the Adviser and the Subadviser.
As explained below, the proposed new subadvisory agreement for the Funds is
identical (except for its effective and termination dates) to the current
subadvisory agreement.
The trustees are proposing a new subadvisory agreement for the Funds because
the current subadvisory agreements will terminate when the Subadviser's parent
company, Nvest, is acquired by a new parent company, CDC AM. A federal law,
the Investment Company Act of 1940 (the "Investment Company Act"), provides
generally that the advisory agreements of mutual funds, including subadvisory
agreements such as the current subadvisory agreements, automatically terminate
when the investment adviser (including subadvisers such as the Subadviser) or
its parent company undergo a significant change of ownership. The trustees
have carefully considered the matter, and have concluded that it is
appropriate to enter into the new subadvisory agreement for the Funds, so that
the Subadviser can continue to manage each Fund on the same terms as are now
in effect, following the acquisition of Nvest by CDC AM.
The acquisition of Nvest by CDC AM will occur only if various conditions are
satisfied (or waived by the parties if permitted by law). These conditions
include, among others, certain government approvals of the acquisition and
approval of the acquisition by vote of the unit holders of Nvest and Nvest,
L.P., Nvest's advising general partner. Nvest currently expects that the
acquisition will occur during the fourth calendar quarter of 2000, but the
acquisition could be
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delayed. If the acquisition does not occur, the new subadvisory agreements
would not be needed because the automatic termination of the current
subadvisory agreements would not have occurred.
Under the Investment Company Act, the Subadviser cannot enter into the new
subadvisory agreement for a Fund unless the shareholders of that Fund vote to
approve the new subadvisory agreement. The meeting is being held to seek
shareholder approval of the new subadvisory agreements. No change in the
subadvisory fee rate paid by the Adviser to the Subadviser as to either Fund
is being proposed.
The Trustees recommend that the shareholders of the Funds vote to approve
the new subadvisory agreement.
Description of the New Subadvisory Agreement
The new subadvisory agreement for the Funds is identical to the current
subadvisory agreements for the Funds, except that:
. one combined subadvisory agreement will be used for the Funds;
. the date of the new subadvisory agreement will be the date that CDC AM
acquires Nvest; and
. the expiration date of the new subadvisory agreement will be
September 30, 2002.
Appendix A to this proxy statement sets forth information about the current
subadvisory agreements, including the dates of the current subadvisory
agreements and the advisory fee rates payable under the new subadvisory
agreement and the current subadvisory agreements. Appendix B to this proxy
statement contains the form of the new subadvisory agreement. Each current
subadvisory agreement and the new subadvisory agreement matches the form in
Appendix B, except for the names of the Funds and the effective and
termination dates of the Agreements. The next paragraph briefly summarizes
some important provisions of the new subadvisory agreement, but for a complete
understanding of the agreement you should read Appendix A and Appendix B.
The new subadvisory agreement provides that the Subadviser, under the
trustees' and the Adviser's supervision, will:
. decide what securities to buy and sell for each Fund's portfolio;
. select brokers and dealers to carry out portfolio transactions for
each Fund; and
. pay the cost of maintaining staff and personnel, office space and
utilities, and any other expenses incurred in connection with the
performance of its duties.
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The new subadvisory agreement provides that it will continue in effect until
September 30, 2002. After that, it will continue in effect as to each Fund
from year to year as long as the continuation is approved at least annually:
. by the trustees or by vote of a majority of the outstanding shares of
that Fund; and
. by vote of a majority of the trustees who are not "interested
persons," as that term is defined in the Investment Company Act, of
the Trust, the Adviser or the Subadviser (these trustees who are not
"interested persons" are referred to below as the "independent
trustees").
The new subadvisory agreement may be terminated without penalty as to either
Fund:
. by vote of the trustees or by vote of a majority of the outstanding
shares of that Fund, on sixty days' written notice to the Subadviser;
. by the Adviser, on sixty days' written notice to the Subadviser; or
. by the Subadviser, upon sixty days' written notice to the Trust.
The new subadvisory agreement terminates automatically in the event of its
"assignment" as defined in the Investment Company Act. The Investment Company
Act defines "assignment" to include transactions in which a significant change
in the ownership of an investment adviser, including a subadviser such as the
Subadviser, or its parent company occur (such as the acquisition of Nvest by
CDC AM).
The new subadvisory agreement provides that the Subadviser will not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust, the Funds or the Adviser except a loss resulting from the
Subadviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties or its reckless disregard of its obligations and
duties under the agreement.
Basis for the Trustees' Recommendation
The trustees determined at a meeting held on August 10, 2000 to recommend
that each Fund's shareholders vote to approve the new subadvisory agreement.
Before making this recommendation, the trustees considered a wide range of
information of the type they regularly consider when determining whether to
continue a Fund's subadvisory agreement in effect from year to year. The
trustees considered information about, among other things:
. the Subadviser and its personnel (including particularly those
personnel with responsibilities for providing services to the Funds),
resources and investment process;
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. the terms of the relevant advisory agreements (in this case, the new
subadvisory agreements);
. the scope and quality of the services that the Subadviser has been
providing to the Funds;
. the investment performance of the Funds and of similar funds
subadvised by other subadvisers;
. the advisory fee rates payable to the Subadviser by the Adviser and by
other funds and client accounts managed or subadvised by the
Subadviser, and payable by similar funds managed by other advisers
(Appendix C to this proxy statement contains information comparing
each Fund's subadvisory fee schedule to the fee schedule for other
funds managed or subadvised by the Subadviser that have investment
objectives similar to those of the Fund);
. the total expense ratios of the Funds and of similar funds managed by
other advisers;
. the Subadviser's practices regarding the selection and compensation of
dealers that execute portfolio transactions for the Funds; and
. the absence of compensation payable by the Funds to affiliates of the
Subadviser for other services.
In addition to reviewing these kinds of information, which the trustees
regularly consider on an annual or more frequent basis, the trustees gave
particular consideration to the possible effects on the Subadviser and the
Funds of the acquisition of Nvest by CDC AM. Among other things, the trustees
considered:
. the stated intention of Nvest and CDC AM that the Subadviser will
continue to have a high degree of autonomy, in performing its
subadvisory duties, from its parent organizations and from other
subsidiaries of Nvest;
. the stated intention of Nvest, CDC AM and the Subadviser that the
acquisition will not change the investment approach or process used by
the Subadviser in managing the Funds;
. representations of senior executives of the Subadviser and the
portfolio managers of the Funds that they have no intention of
terminating their employment with the Subadviser as a result of CDC
AM's acquisition of Nvest, and representations of the Subadviser,
Nvest and CDC AM that they have no intention of terminating the
employment of these executives or portfolio managers as a result of
the acquisition;
. certain actions taken by CDC AM, Nvest and the Subadviser to help
retain and provide incentives to key personnel of the Subadviser; and
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. the general reputation and the financial resources of CDC AM and its
parent organizations.
In addition, the trustees considered that the agreement relating to the
acquisition of Nvest by CDC AM provides that CDC AM and its immediate parent
company will (subject to certain qualifications) use their reasonable best
efforts to assure compliance with Section 15(f) of the Investment Company Act.
Section 15(f) provides that a mutual fund investment adviser (including a
subadviser such as the Subadviser) or its affiliates can receive benefit or
compensation in connection with a change of control of the investment adviser
(such as CDC AM's acquisition of the Subadviser's parent, Nvest) if two
conditions are satisfied. First, for three years after the change of control,
at least 75% of the members of the board of any registered investment company
advised by the adviser must consist of persons who are not "interested
persons," as defined in the Investment Company Act, of the adviser. Second, no
"unfair burden" may be imposed on any such registered investment company as a
result of the change of control transaction or any express or implied terms,
conditions or understandings applicable to the transaction. "Unfair burden"
means any arrangement, during the two years after the transaction, by which
the investment adviser or any "interested person" of the adviser receives or
is entitled to receive any compensation, directly or indirectly, from such
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any other person in connection
with the purchase or sale of securities or other property to, from or on
behalf of such investment company.
After carefully considering the information summarized above, the trustees,
including the independent trustees, unanimously voted to approve the new
subadvisory agreement for the Funds and to recommend that each Fund's
shareholders vote to approve the new subadvisory agreement.
Certain Brokerage Matters
In evaluating the new subadvisory agreement, the trustees considered the
Subadviser's practices regarding the selection and compensation of brokers and
dealers that execute portfolio transactions for the Funds, and the brokers'
and dealers' provision of brokerage and research services to the Subadviser.
The Subadviser has informed the trustees that it does not expect to change
these practices as a result of CDC AM's acquisition of Nvest. The following is
a summary of these practices:
The Funds' purchases and sales of portfolio securities are usually principal
transactions. The Funds normally purchase portfolio securities directly from
the issuer, from banks and financial institutions or from an underwriter or
market maker for the securities. No brokerage commissions are usually paid for
these
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purchases. The Funds have paid no brokerage commissions since their formation.
Any transaction for which the Funds pay a brokerage commission will be
effected at the best price and execution available. Purchases from
underwriters of portfolio securities include a commission or concession paid
by the issuer to the underwriter, and purchases from dealers serving as market
makers include the spread between the bid and asked price.
The Subadviser allocates transactions among various dealers based on its
best judgment and in a manner deemed in the best interest of shareholders of
the Funds, rather than by any formula. The Subadviser's primary goal is the
prompt execution of orders in an effective manner at the most favorable price.
No preference in purchasing portfolio securities will be given to banks or
dealers that sell the Funds' shares.
The Subadviser will make investment decisions for the Funds independently
from those for any other accounts or investment companies that may be managed
by the Subadviser or its affiliates. If, however, the Funds and other
investment companies or accounts managed by the Subadviser simultaneously
purchase or sell the same security, the transactions may be averaged as to
price and allocated equitably to each account. In some cases, this policy
might adversely affect the price paid or received by the Funds or the size of
the position obtainable for the Funds. In addition, when the Funds and other
investment companies managed by the Subadviser contemporaneously purchase and
sell the same security, the Subadviser may aggregate purchase or sale orders
in order to obtain any price advantages available to large denomination
purchasers or sellers.
The Funds do not execute any portfolio transactions with the Adviser, the
Subadviser or their affiliates acting as principal. In addition, the Funds do
not buy bankers' acceptances, certificates of deposit or commercial paper from
the Adviser, the Subadviser or their affiliates.
Required Vote
The shareholders of each Fund will vote separately on the above proposal.
Approval of the proposal as to each Fund requires a "majority shareholder
vote," defined as the affirmative vote of the lesser of:
. 67% or more of the shares of the Fund present at the meeting, if the
holders of more than 50% of the shares of the Fund are present or
represented by proxy, or
. more than 50% of the shares of the Fund outstanding on the record
date.
If the required vote is not obtained for either Fund, the trustees will
consider what other actions to take in the best interest of that Fund. The
failure of shareholders of one Fund to approve the new subadvisory agreement
will not prevent the agreement from being approved by the shareholders of, and
taking effect as to, the other Fund.
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OTHER MATTERS
Voting Rights
Each share of a Fund is entitled to one vote and each fractional share is
entitled to a corresponding fractional vote. The vote required to approve the
above proposal is described in the proposal.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be
solicited by telephone, by fax, by e-mail, by other electronic media or in
person by the trustees, officers and employees of your Fund, by personnel of
the Adviser, the Funds' principal distributor, and the Funds' transfer agent
or by broker-dealer firms. The Funds may engage a third party to provide proxy
solicitation services.
Costs of Solicitation
All of the costs of the meeting, including the costs of soliciting proxies,
will be paid by the Subadviser, Nvest, and/or CDC AM. None of these costs will
be borne by the Funds.
Address of the Funds, the Adviser, the Administrator, the Principal
Distributor and the Subadviser
The mailing address of the Funds, and Burnham Asset Management Corporation
which acts as the adviser and the administrator of the Funds is 1325 Avenue of
the Americas, 26th Floor, New York, New York 10019.
The mailing address of Burnham Securities, Inc., the distributor of the
Funds, is 1325 Avenue of the Americas, 26th Floor, New York, New York 10019.
The mailing address of the Subadviser is 600 Fifth Avenue, New York, New
York 10020.
Outstanding Shares and Quorum
As of September 1, 2000, 56,540,394 shares of Burnham Money Market Fund and
138,992,314 shares of Burnham U.S. Treasury Money Market Fund were
outstanding.
Only shareholders of record on September 1, 2000 are entitled to notice of
and to vote at the meeting. A majority of the outstanding shares of each Fund
that are entitled to vote, present, in person, or by proxy, will be considered
a quorum for the transaction of business.
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Other Business
The trustees know of no business to be presented for consideration at the
meeting other than the proposal to approve the new subadvisory agreement in
this proxy statement. If other business is properly brought before the
meeting, proxies will be voted according to the best judgment of the persons
named as proxies unless the secretary of the Trust has previously received
written instructions from the shareholder entitled to vote the shares.
Adjournments
If a quorum is not present in person or by proxy at the time any session of
the meeting is called to order, the persons named as proxies may vote those
proxies that have been received to adjourn the meeting to a later date. If a
quorum is present but there are not sufficient votes to approve the new
subadvisory agreement, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies
concerning that proposal. Any adjournment will require the affirmative vote of
a majority of each Fund's shares present at the session of the meeting to be
adjourned. If an adjournment of the meeting is proposed because there are not
sufficient votes to approve the new subadvisory agreement, the persons named
as proxies will vote those proxies favoring that proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
Voting and Tabulation of Proxies
Shares represented by your executed proxy will be voted as instructed on the
proxy. You may vote by any one of the three following methods: (1) by mailing
the enclosed proxy card, (2) through use of the internet or (3) by telephone.
If you mail the enclosed proxy and no choice is indicated for a proposal
listed in the attached notice of meeting, your proxy will be voted in favor of
that proposal. Votes made through use of the internet or by telephone must
have an indicated choice in order to be accepted. At any time before it has
been voted, you may revoke your proxy in one of the following ways:
. By sending a signed, written letter of revocation to the secretary of
the Funds,
. By properly executing a later-dated proxy (by the methods of voting
described above), or
. By attending the meeting and voting in person.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
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Votes cast in person or by proxy at the meeting will be counted by persons
appointed by the Funds as tellers for the meeting (the "Tellers"). One-third
of the shares of each Fund outstanding on the record date, present in person
or represented by proxy, constitutes a quorum for the transaction of business
by the shareholders of that Fund at the meeting.
In determining whether a quorum is present, the Tellers will count shares
represented by proxies that reflect abstentions, and "broker non-votes," as
shares that are present and entitled to vote. Since these shares will be
counted as present, but not as voting in favor of any proposal, these shares
will have the same effect as if they cast votes against the proposal. "Broker
non-votes" are shares held by brokers or nominees as to which
. The broker or nominee does not have discretionary voting power and
. The broker or nominee has not received instructions from the
beneficial owner or other person who is entitled to instruct how the
shares will be voted.
OWNERSHIP OF SHARES OF THE FUND
To the knowledge of the Trust, as of September 1, 2000, the following
persons owned beneficially 5% or more of the outstanding shares of the Burnham
Money Market Fund.
<TABLE>
<CAPTION>
Burnham Money Market Percent of Shares Beneficially Owned
Fund Directly or Indirectly on September 1, 2000
-------------------- -------------------------------------------
<S> <C> <C>
Mellon Bank (DE) NA 7.58%
Enhanced Cash Fund
135 Santill Hwy
Everst, MA 02149-1906
Albert A. Horwitz 7.31%
7 Harvest Dr.
Scarsdale, NY 10583-7529
<CAPTION>
Burnham U.S. Treasury Percent of Shares Beneficially Owned
Money Market Fund Directly or Indirectly on September 1, 2000
--------------------- -----------------------------------------------
<S> <C> <C>
None None
</TABLE>
12
<PAGE>
Appendix A
<TABLE>
<CAPTION>
Description of
Trustee Action Date of Last
Regarding Submission of
Current Current
Subadvisory Subadvisory
Agreement Agreement for
Since Shareholder
Subadvisory Date of Current Beginning of Approval and
Fee Rate Subadvisory Fund's Last Reason for
Name of Fund Schedule Agreement Fiscal Year Submission
------------ ------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Burnham Money Market 0.15% if less May 3, 1999 None April 30,
Fund than $100 1999
million Sole Initial
0.10% if Shareholder
between $100- Approval at
$150 million Inception of
0.05% if $150 Fund
million or
more
Burnham U.S. Treasury 0.15% if less October 12, 1999 None October 12,
Money Market Fund than $100 1999
million Sole Initial
0.10% if Shareholder
between $100- Approval at
$150 million Inception of
0.05% if $150 Fund
million or
more
</TABLE>
A-1
<PAGE>
Appendix B
FORM OF INVESTMENT SUBADVISORY AGREEMENT
BURNHAM ASSET MANAGEMENT CORP.
1325 Avenue of the Americas, 26th Floor
New York, NY 10019
, 2000
Burnham Investors Trust, on behalf of
Burnham Money Market Fund and
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, NY 10020-2302
Subadvisory Agreement
Dear Sirs:
Burnham Investors Trust (the "trust"), of which Burnham Money Market Fund
and Burnham U.S. Treasury Money Market Fund (the "funds") are 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 six series (including the
funds), 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 funds, 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 funds, 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 funds 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
B-1
<PAGE>
represents and warrants that it is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act").
Accordingly, the trust, on behalf of the funds, 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:
(a) agreement and declaration of trust of the trust, dated August 20,
1998 (the "declaration of trust");
(b) by-laws of the trust as in effect on the date hereof;
(c) resolutions of the trustees selecting the subadviser as the
investment subadviser to the funds and approving this subadvisory
agreement (the "agreement");
(d) resolutions of the trustees selecting the adviser as investment
adviser to the funds and approving the investment advisory agreement and
resolutions adopted by the initial shareholder of each fund approving the
investment advisory agreement;
(e) the adviser's investment advisory agreement;
(f) each fund's prospectus and statement of additional information; and
(g) 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 funds 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 each fund, as each of the same shall be from time to
time in effect as set forth in that 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:
B-2
<PAGE>
(a) furnish the adviser and the funds with advice and recommendations,
consistent with the investment policies, objectives and restrictions of
the funds as set forth above, with respect to the purchase, holding and
disposition of portfolio securities and other permitted investments;
(b) furnish the adviser and the funds with advice in connection with
policy decisions to be made by the board of trustees or any committee
thereof about the funds' investments and, as requested, furnish the funds,
with research, economic and statistical data in connection with the funds'
investments and investment policies;
(c) submit such reports relating to the valuation of the funds'
securities as the adviser may reasonably request;
(d) subject to prior consultation with the adviser, assist the funds in
any negotiations relating to the funds' investments with issuers,
investment banking firms, securities brokers or dealers and other
institutions or investors;
(e) consistent with the provisions of Section 7 of this agreement, place
orders for the purchase, sale or exchange of portfolio securities for the
funds' 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 funds;
(f) 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;
(g) 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);
(h) give instructions to the custodian (including any subcustodian) of
the funds as to deliveries of securities to and from such custodian and
payments of cash for the account of the funds, and advise the adviser on
the same day such instructions are given;
(i) cooperate generally with the funds 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 funds, filings with states and with United States
agencies responsible for tax matters, and other reports and filings of
like nature.
B-3
<PAGE>
In the performance of its duties hereunder, the subadviser is and will be an
independent contractor and unless otherwise expressly provided or authorized
will have no authority to act for or represent the funds or trust in any way or
otherwise be deemed to be an agent of the funds, the trust or of the adviser.
3. Expenses Paid by the Subadviser. The subadviser 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 Funds Not Paid by the Subadviser. The subadviser will not
be required to pay any expenses which this agreement does not expressly state
will be payable by the subadviser. In particular, and without limiting the
generality of the foregoing but subject to the provisions of Section 3, the
subadviser 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 Subadviser. The adviser will pay the subadviser, as
compensation for services and expenses assumed hereunder, fees as set forth in
Schedule I. Subadvisory 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 fees provided in 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 subadviser understands and agrees that
neither the trust nor the funds have any liability for the subadviser's fees
hereunder. Calculations of the subadviser's fees 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 either 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 funds, 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
either fund
B-4
<PAGE>
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's code of ethics.
8. No Partnership or Joint Venture. The trust, the funds, 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 funds 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 subadviser'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 September 30, 2002 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 either fund as to
that fund by vote of a majority of the outstanding voting securities of each
fund or by the board of trustees or by the adviser or by the subadviser.
Termination of this agreement with respect to one fund will not be deemed to
terminate or otherwise invalidate this agreement as to the other fund, or any
provisions of any contract between the adviser or subadviser 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.
B-5
<PAGE>
12. Miscellaneous.
(a) 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 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 funds 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 funds, but only the funds' property shall be bound. The
funds will not be liable for the obligations of any other series of the
trust.
(b) Nothing herein contained will limit or restrict the subadviser 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 funds acknowledge that the subadviser 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 funds. The
subadviser will have no obligation to acquire for the funds a position in
any investment which the subadviser, 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 subadviser, it is not feasible or
desirable to acquire a position in such investment for the funds. Nothing
herein contained will prevent the subadviser 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.
(c) Any information supplied by the subadviser, 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 funds and/or its
agents, and only in connection with the funds and its investments.
(d) 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: _____________________________________
Its: Executive Vice President
B-6
<PAGE>
The foregoing agreement is hereby agreed to as of the date thereof.
BURNHAM INVESTORS TRUST
on behalf of Burnham Money Market Fund and
Burnham U.S. Treasury Money Market Fund
By: _________________________________
Its: Executive Vice President
REICH & TANG ASSET MANAGEMENT L.P.
By: Reich & Tang Asset Management, Inc.
Its: General Partner
By: _________________________________
Its: Chief Financial Officer
B-7
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Annual Fee Rate
a Percentage of
Average daily
Fund Assets Under Management Net Assets
---- ----------------------- ---------------
<S> <C> <C>
Burnham Money Market Less than $100 million 0.15%
Fund $100 million but less than $150 million 0.10%
$150 million or more 0.05%
Burnham U.S. Treasury Less than $100 million 0.15%
Money Market Fund $100 million but less than $150 million 0.10%
$150 million or more 0.05%
</TABLE>
The average net asset value for the month will be based on the net asset
value used in determining the price at which each fund's shares are sold,
repurchased or redeemed on each day of the month.
If this agreement becomes effective as to the funds 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 funds during
such fraction of a month and in the proportion that such fraction of a month
bears to the entire month.
B-8
<PAGE>
Appendix C
CERTAIN OTHER MUTUAL FUNDS ADVISED BY THE SUBADVISER
The Subadviser acts as investment adviser or subadviser to the following
other mutual funds that have investment objectives similar to the Funds', for
compensation at the annual percentage rates of the corresponding average net
asset levels of those funds set forth below.
Burnham Money Market Fund
<TABLE>
<CAPTION>
Subadviser's
Relationship
Net Assets of to Other Fund
Other Funds with Other Funds at (Adviser or
Similar Objectives August 31, 2000 Fee Rate(1) Subadviser)
------------------ --------------- ----------- -------------
<S> <C> <C> <C>
Cortland Trust, Inc. 0.80% of the first $500 Adviser
million of the Trust's
General Money Market average daily net
Portfolio 1,792,364,797 assets, 0.775% of the
average daily net assets
of the Trust in excess
of $500 million but less
than $1 billion, 0.75%
of the average daily net
assets of the Trust in
excess of $1 billion but
less than $1.5 billion,
plus 0.725% of the
Trust's average daily
net assets in excess of
$1.5 billion.
Institutional Daily .12% per annum of Adviser
Income Fund average daily net assets
Money Market Portfolio 1,112,923,384
Pax World Money Market .15% per annum of Subadviser
Fund, Inc. 145,986,715 average daily net assets
Short Term Income .30% of average daily Adviser
Fund, Inc. net assets not in excess
of $750 million, plus
Money Market Portfolio 1,290,861,040 .29% of average daily
net assets in excess of
$750 million but not in
excess of $1 billion,
plus .28% of such assets
in excess of $1 billion
but not in excess of
$1.5 billion, plus .27%
of such assets in excess
of $1.5 billion
Valiant General Money .06% of the first $500 Subadviser
Market Fund, Inc. 498,301,972 million of the Fund's
average daily net
assets, plus .05% of
average daily net assets
in excess of $500
million but less than $1
billion, plus .04% of
such assets in excess of
$1 billion but less than
$1.5 billion, plus .035%
of such assets in excess
of $2 billion
</TABLE>
-----------
(1) No fee waivers or reductions in place.
C-1
<PAGE>
Burnham U.S. Treasury Money Market Fund
<TABLE>
<CAPTION>
Subadviser's
Relationship
Net Assets of to Other Fund
Other Funds with Other Funds at (Adviser or
Similar Objectives August 31, 2000 Fee Rate(2) Subadviser)
------------------ --------------- ----------- -------------
<S> <C> <C> <C>
Cortland Trust, Inc. 0.80% of the first $500 Adviser
million of the Trust's
U.S. Government 119,959,272 average daily net
Portfolio assets, 0.775% of the
average daily net assets
of the Trust in excess
of $500 million but less
than $1 billion, 0.75%
of the average daily net
assets of the Trust in
excess of $1 billion but
less than $1.5 billion,
plus 0.725% of the
Trust's average daily
net assets in excess of
$1.5 billion.
Institutional Daily .12% per annum of Adviser
Income Fund average daily net assets
U.S. Treasury Portfolio 503,368,490
Short Term Income Fund, .275% of average daily Adviser
Inc. net assets not in excess
of $250 million, plus
U.S. Government .25% of such assets in
Portfolio 627,130,542 excess of $250 million
Valiant U.S. Treasury .06% of the first $500 Subadviser
Money Market Fund, Inc. million of the Fund's
469,239,409 average daily net
assets, plus .05% of
average daily net assets
in excess of $500
million but less than $1
billion, plus .04% of
such assets in excess of
$1 billion but less than
$1.5 billion, plus .035%
of such assets in excess
of $2 billion
</TABLE>
-----------
(2) No fee waivers or reductions in place.
C-2
<PAGE>
BURNPX00
<PAGE>
1325 Avenue of the Americas - 26th Floor
New York, NY 10019
PLEASE VOTE YOUR PROXY TODAY
Prompt response will save the expense of additional solicitations
CHOOSE THE VOTING METHOD THAT IS MOST CONVENIENT FOR YOU.
1. VOTE BY MAIL: Sign and date your proxy card and return it in the enclosed
------------
postage paid envelope. NOTE: Your proxy is not valid unless it is signed.
-------------------------------------------
2. VOTE BY TOUCH-TONE PHONE: Dial 1-800-690-6903, enter the CONTROL NUMBER
------------------------
printed in the right-hand column of your proxy card and follow the simple
instructions. Telephone voting is available 24 hours a day, 7 days a week.
THE CALL IS TOLL-FREE. If you received more than one proxy card, you can
---------------------
vote each card during the call. Each card has a different control number.
3. VOTE VIA THE INTERNET: Log on to www.proxyvote.com, enter the CONTROL
---------------------
NUMBER printed in the right-hand column of your proxy card and follow the
instructions on the screen. If you received more than one proxy card, you
may vote them all during the same session. Each card has a different
control number.
IF YOU VOTE BY PHONE OR INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-800-690-6903
OR LOG ON TO www.proxyvote.com
BURNHAM INVESTORS TRUST
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - OCTOBER 10, 2000
The undersigned shareholder of Burnham Money Market Fund and/or Burnham
U.S. Treasury Money Market Fund (The "Funds") hereby appoints Bernadette N.
Finn and Frank A. Passantino, and each of them, as attorneys and proxies of the
undersigned, with Power of Substitution, to vote all of the shares of beneficial
interest of the funds standing in the name of the undersigned at the close of
business on September 1, 2000 at the special meeting of Shareholders of the
Funds to be held at the offices of the Subadviser at 600 Fifth Avenue, New York,
NY 10020 at 10:00 a.m. on October 10, 2000, and at all Adjournments thereof,
with all of the powers the Undersigned would possess if then and there
personally present and especially (but without limiting the general
authorization and power thereby given) to vote as indicated on the proposals, as
more fully described in the proxy statement for the meeting, and vote and act on
any other matter which may properly come before the meeting.
By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or, if not marked to vote, "for" the proposal
and to use their discretion to vote any other matter as may properly come before
the meeting. if you do not intend to personally attend the meeting, please
complete, detach and mail the lower portion of this card at once in the enclosed
envelope.
This proxy is solicited by the Board of Trustees and will be voted "for" the
proposal listed below unless otherwise indicated.
<TABLE>
<CAPTION>
To vote, mark blocks below in blue or black ink as follows |X| BRNHAM Keep this portion for your records
--------------------------------------------------------------------------------------------------------------
(Detach here and return this portion only)
Burnham Investors Trust
<S> <C>
Vote on Proposal For Against Abstain
1. To approve a new Sub-advisory Agreement [_] [_] [_]
Please sign name or names as printed above to authorize the voting of your
shares as indicated above. Where shares are registered with joint owners, all
joint owners should sign. Persons signing as executors, administrators,
trustees, etc. should so indicate.
---------------------------------- -------------------------------------
Signature (Please sign within box) Signature (Joint Owners) Date
</TABLE>
