BURNHAM INVESTORS TRUST
(the "Trust")
Procedures Relating to the Purchase of
Securities Pursuant to Rule 10f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act")
The procedures set forth below are adopted pursuant to Rule 10f-3 under
the 1940 Act, to govern the purchases of securities for each series of
the Trust (each, a "Fund") from underwriting syndicates, the principal
underwriter of which comes within the prohibition of Section 10(f) of
the 1940 Act, (an "Affiliated Underwriter"). The investment adviser
and subadviser of each Fund (collectively, the "Adviser") is directed
to comply with the rules and procedures in effecting any such purchase
and sale of securities for the Fund.
1. The Adviser shall maintain a list of affiliated underwriters and
take reasonable steps to ensure that such list is current at all times.
2. At any time the Adviser considers a possible purchase by a Fund of
securities from an underwriting or selling syndicate, the matter will be
referred to the Adviser who shall determine whether an affiliated
underwriter is a manager or participant in the underwriting or selling
syndicate. If it is, the Adviser shall determine that all of the
following conditions are met:
(a) The securities to be purchased are (i) part of an issue registered
under the Securities Act of 1933 (the "1933 Act") which is being offered
to the public, (ii) Eligible Municipal Securities as defined in Rule
10f-3 under the 1940 Act (the "Rule"), (iii) securities sold in an
Eligible Foreign Offering, as defined in the Rule, or (iv) securities
sold in an Eligible Rule 144A Offering, as defined in the Rule;
(b) The securities are purchased prior to the end of the first day
on which any sales are made, at a price that is not more than the price
paid by each other purchaser of securities in that offering or in any
concurrent offering of the securities (except, in the case of an
Eligible Foreign Offering, as defined in the Rule, for any rights to
purchase that are required by law to be granted to existing security
holders of the issuer);
(c) If the securities are offered for subscription upon exercise of
rights, the securities shall be purchased on or before the fourth day
preceding the day on which the rights offering terminates;
(d) The securities must be part of an issue offered in a firm
commitment underwriting.
(e) The commission, spread or profit received or to be received by
the principal underwriters is reasonable and fair compared to the
commission,spread or profit received by other such persons in connection
with the underwriting of similar securities being sold during a
comparable period of time. The Board of Trustees believes that it would
not be in the best interests of the Trust to set a particular commission
spread or profit as the maximum amount which the Adviser may determine
to be reasonable and fair because such determination must be based upon
the facts and circumstances of each transaction, including market
conditions and anticipated market acceptability, the type, rating, yield,
offering price and degree of subordination of the securities to be
purchased, the size of the underwriting, and such other factors as the
Adviser may deem relevant;
(f) With respect to (i) any issue of securities other than municipal
securities, the issuer of such securities shall have been in continuous
operation for not less than three years, including the operations of
any predecessors, or (ii) any issue of municipal securities, (1) the
securities shall have received an investment grade rating from at least
on of the nationally recognized statistical rating organizations or
(2) if the issuer of such securities, or the entity supplying the
revenues from which the issue is to be paid, shall have been in
continuous operation for less than three years, including the operations
of any predecessors, the issue shall have received one of the three
highest ratings from one such rating organization.
(g) The Trust and any other investment companies advised by the Adviser
shall not purchase in the aggregate securities in excess of:
(i) if purchased in an offering other than an Eligible Rule 144A
Offering, 25 percent of the principal amount of the offering of such
class; or (ii) if purchased in an Eligible Rule 144A Offering, 25
percent of the total of (x) the principal amount of the offering of
such class sold by underwriters or members of the selling syndicate
to Qualified Institutional Buyers("QIBs"), as defined in Rule 144A(a)
(1) under the 1933 Act, plus (y) the principal amount of the offering
of such class in any concurrent public offering; and
(h) No purchase of securities under these procedures may be made
directly or indirectly from an Affiliated Underwriter. A purchase
from a syndicate manager shall not be deemed to be a purchase from
an Affiliated Underwriter if (i) such Affiliated Underwriter does
not benefit directly or indirectly from the transaction, and
(ii) in respect to the purchase of Eligible Municipal Securities
such purchase is not designated as a group sale or otherwise
allocated to the Affiliated Underwriter.
3. An "Eligible Foreign Offering" is a public offering of
securities, conducted under the laws of a country other than the
United States, that meets the following conditions:
(a) The offering is subject to regulation in such country by a
"foreign financial regulatory authority," as defined in Section 2(a)
(50) of the 1940 Act.
(b) The securities are offered at a fixed price to all purchasers
in the offering (except for any rights to purchase securities that are
required by law to be granted to existing security holders of the issuer).
(c) Financial statements, prepared and audited in accordance with standards
required or permitted by the appropriate foreign financial
regulatory authority in such country, for the two years prior to the
offering, are made available to the public and prospective purchasers in
connection with the offering.
(d) If the issuer is a U.S. issuer (i.e., any issuer other than a foreign
government, a foreign national, or an entity organized under the
laws of a foreign country) (i) it has a class of securities registered
pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
(the "1934 Act") or is required to file reports pursuant to Section 15(d)
of the 1934 Act and (ii) it has filed all the material required to be
filed pursuant to Section 13(a) or 15(d) of the 1934 Act for a period of
at least 12 months immediately preceding the sale of securities made in
reliance upon Rule 10f-3 (or for such shorter period that the issuer was
required to file such material).
4. An "Eligible Rule 144A Offering" is an offering of securities
that meets the following conditions:
(a) The securities are offered or sold in transactions exempt
from registration under Section 4(2) of the 1933 Act, Rule 144A
thereunder or Rules 501-508 under the 1933 Act (i.e., Regulation D).
(b) The party that sells the offered securities to the Fund
must reasonably believe that purchasers in the offering include QIBs.
(c) The party that sells the offered securities to the Fund and
any person acting on its behalf must reasonably believe that the
securities are eligible for resale to QIBs pursuant to Rule 144A under
the 1933 Act.
5. The Adviser shall maintain a record of each purchase effected
pursuant to the procedures on Form 10f-3 in the form attached hereto
as Schedule A. All such transactions shall be reported on the Trust's
semi-annual reports on Form N-SAR.
6. The Trustees, including a majority of the Trustees who are not
"interested persons" thereof (as defined in the 1940 Act), shall review
each Form 10f-3 Report and shall determine at least quarterly whether all
transactions effected by affiliated underwriters during such period
were in compliance with the foregoing procedures.
7. The Adviser shall maintain and preserve on behalf of the Trust (i)
permanently and in an easily accessible place, a written copy of these
procedures and any modifications thereto, and (ii) for a period not less
than six years from the end of the fiscal year in which any transactions
occurred, the first two years in an easily accessible place, all copies
of the Forms 10f-3.
8. The Board of Trustees, including a majority of the Trustees who
are not interested persons of the Trust, shall review and amend these
procedures from time to time, as they or the Trust's counsel deem
necessary or advisable.
Dated: August 27, 1998
BURNHAM INVESTORS TRUST
BURNHAM FUND
PURCHASES OF PORTFOLIO SECURITIES
SUBJECT TO RULE 10F-3
QUARTER ENDED JUNE 30, 2000
Date Security Quantity Price
May 2, 2000 AT&T Wireless Group 5,000 shs. $29.50
SCHEDULE A
FORM 10F-3 REPORT
1. Name of Purchasing Fund: Burnham Investors Trust-Burnham Fund
2. Issuer: ATT Wireless Group (Tracking Stock)
3. Date of Purchase: May 2, 2000
4. Underwriter from whom purchased: Goldman, Sachs & Co.
5. Name of affiliated underwriter managing or participating in
syndicate (attach list of all members of syndicate):
(See Exhibit I)
6. Aggregate principal amount of offering: $10,620,000,000
7. Purchase price (net of fees and expenses): $29.50
8. Date offering commenced: May 2, 2000
9. Offering price at close of first day on which any sales are made:
$32.125
10. Commission, spread or profit: $0.86
2.92%
$ 309,600,000
11. Have the following conditions been satisfied?
Yes
No
a. The securities are either part of an issue registered under the
Securities Act of 1933 which is being offered to the public or
"Eligible Municipal Securities" (as defined in Rule 10f-3) or
securities sold in either an Eligible Foreign Offering or Eligible
Rule 144A Offering (as defined in Rule 10f-3)?
Yes
_______
b. The securities were purchased prior to the end of the first day
on which any sales were made?
Yes
_______
c. The purchase price paid did not exceed the price paid by each other
purchaser of securities in the offering or in any concurrent offering of
the securities (except, in the case of an Eligible Foreign Offering (as
defined in Rule 10f-3), for any rights to purchase that are required by
law to be granted to existing security holders of the issuer) and, if the
securities are offered for subscription upon exercise of rights, the
securities were purchased on or before the fourth day preceding the day on
which the rights offering terminated?
Yes
d. The underwriting was a firm commitment underwriting?
Yes
_______
e. The commission, spread or profit was reasonable and fair in
relation to that being received by others for underwriting similar
securities during the same period?
Yes
_______
f. If the securities are part of an issue registered under the
Securities Act of 1933 that is being offered to the public or are
purchased pursuant to an Eligible Foreign Offering or an Eligible
Rule 144A Offering, has the issuer of the securities been in
continuous operation for not less than three years, including the
operations of any predecessors?
Yes_
_______
g. If the offering is other than an Eligible Rule 144A Offering,
did the amount of such securities purchased by all of the investment
companies advised by the Advisor and its affiliates exceed 25% of
the principal amount of the offering?
_______
No
h. If the offering was an Eligible Rule 144A Offering, did the amount
of such securities purchased by all of the investment companies advised
by the Adviser exceed 25% of the total of (x) the principal amount of the
offering of such class sold by members of the selling syndicate to
Qualified Institutional Buyers, as defined in the Rule 144A(a)(1) under
the Securities Act of 1933, plus (y) the principal amount of the offering
of such class in any concurrent public offering?
_______
No
i. Was an affiliated underwriter, a direct or indirect participant
in the sale?
Yes
_______
j. Information has or will be timely supplied to the appropriate
officer of the Trust for inclustion on SEC Form N-SAR and quarterly
reports to the Trustees?
Yes
_______
Approved By:
/s/ Michael E. Barna
Executive Vice President and Secretary
Burnham Investors Trust
Date: May 3, 2000
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