Exhibit (h)(1)

TRANSFER AGENCY AND SERVICES AGREEMENT

THIS AGREEMENT, dated as of this 1st day of June, 2005 between BURNHAM INVESTORS TRUST, a Delaware statutory trust (the “Fund”), and PFPC INC. (“PFPC”), a Massachusetts corporation.

WITNESSETH

WHEREAS, the Fund and PFPC are parties to a Transfer Agency and Services Agreement, dated January 14, 2000 (the “Initial Agreement”), and the parties wish to continue their relationship on the terms set forth in this Agreement;

WHEREAS, the Fund is authorized to issue Shares in separate series, with each such series representing interests in a separate portfolio of securities or other assets;

WHEREAS, the Fund initially intends to offer Shares in those Portfolios identified in the attached Schedule A, each such Portfolio, together with all other Portfolios subsequently established by the Fund, shall be subject to this Agreement in accordance with Article 14;

WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint PFPC as its transfer agent, dividend disbursing agent and agent in connection with certain other activities and PFPC desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the Fund and PFPC agree as follows:

Article 1Definitions.

1.1Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

(a)“Account Inquiry” shall mean any access to the PFPC recordkeeping system via the Internet Account Management Web Site initiated by an End-User which is not a Financial Transaction.

(b)“Articles of Incorporation” shall mean the Articles of Incorporation, Declaration of Trust, or other similar organizational document as the case may be, of the Fund as the same may be amended from time to time.

(c)“Authorized Person” shall be deemed to include (i) any officer of the Fund; or (ii) any person, whether or not such person is an officer or employee of the Fund, duly authorized to give Oral Instructions or Written Instructions on behalf of the Fund as indicated in writing to PFPC from time to time.

(d)“Board Members” shall mean the Directors or Trustees of the governing body of the Fund, as the case may be.

(e)“Board of Directors” shall mean the Board of Directors or Board of Trustees of the Fund, as the case may be.

(f)“Commencement Date” shall mean the date first written above.

(g)“Commission” shall mean the Securities and Exchange Commission.

(h)“Custodian” refers to any custodian or subcustodian of securities and other property which the Fund may from time to time deposit, or cause to be deposited or held under the name or account of such a custodian pursuant to a Custodian Agreement.

(i)“1934 Act” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, all as amended from time to time.

(j)“1940 Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, all as amended from time to time.

(k)“End-User” shall mean any Shareholder that accesses the PFPC System via the Internet Account Management Web Site.

(l)“Financial Transaction” shall mean purchase, redemption, exchange or any other transaction involving the movement of Shares initiated by an End-User.

(m) “Fund Home Page” shall mean the Fund’s proprietary web site on the Internet used by the Fund to provide information to its Shareholders and potential shareholders.

(n) “Internet Account Management Web Site” shall mean the PFPC proprietary system consisting of the PFPC Secure Net Gateway and the PFPC Web Transaction Engine.

(o) “PFPC Secure Net Gateway” shall mean the system of computer hardware and software and network established by PFPC to provide access between PFPC recordkeeping system and the Internet.

(p) “PFPC Web Transaction Engine” shall mean the system of computer hardware and software created and established by PFPC in order to enable End-Users to perform Account Inquiries and Financial Transactions via the Internet Account Management Web Site.

(q) “Internet” shall mean the communications network comprised of multiple communications networks linking education, government, industrial and private computer networks.

(r)“Oral Instructions” shall mean instructions, other than Written Instructions, actually received by PFPC from a person reasonably believed by PFPC to be an Authorized Person;

(s)“Portfolio” shall mean each separate series of shares offered by the Portfolios representing interests in a separate portfolio of securities and other assets;

(t)“Prospectus” shall mean the most recently dated Fund Prospectus and Statement of Additional Information, including any supplements thereto if any, which has become effective under the Securities Act of 1933, as amended, and the 1940 Act.

(u)“Shares” refers collectively to such shares of capital stock or beneficial interest, as the case may be, or class thereof, of each respective Portfolio of the Fund as may be issued from time to time.

(v)“Shareholder” shall mean a record owner of Shares of each respective Portfolio of the Fund.

(w)“Written Instructions” shall mean a written communication signed by a person reasonably believed by PFPC to be an Authorized Person and actually received by PFPC. Written Instructions shall include manually executed originals and authorized electronic transmissions, including telefacsimile of a manually executed original or other process.

Article 2Appointment of PFPC.

The Fund, on behalf of the Portfolios, hereby appoints and constitutes PFPC as its sole and exclusive transfer agent and dividend disbursing agent for Shares of each respective Portfolio of the Fund and as shareholder servicing agent for the Fund, and PFPC hereby accepts such appointments and agrees to perform the duties hereinafter set forth.

Article 3Duties of PFPC.

3.1PFPC shall be responsible for:

(a)Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of Shares of each Portfolio, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule B and incorporated herein, and in accordance with the terms of the Prospectus of the Fund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between PFPC and the Fund. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Fund make any modifications to the Prospectus of the Fund or adopt any policies affecting the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld.

(b)Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

(c)In addition to providing the foregoing services, the Fund hereby engages PFPC as its print/mail service provider with respect to those print/mail items and for such fees as may be agreed to from time to time in writing by the Fund and PFPC. PFPC agrees to perform the services and its obligations subject to the terms and conditions of this Agreement.

(d)Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. The foregoing shall in no way be interpreted or construed to limit PFPC’s obligations set forth in Section 16 of Schedule B.

3.2In addition, the Fund shall (i) identify to PFPC in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of PFPC for the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above.

3.3In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC.

3.4In addition to the services rendered by PFPC as set forth in the Agreement, PFPC agrees to provide the following services with respect to PFPC’s proprietary Internet Account Management product:

(a)In accordance with the written Internet Account Managementprocedures and product functionality documentation provided to the Fund by PFPC, PFPC shall, through the use of the PFPC Web Transaction Engine and PFPC Secure Net Gateway; (i) enable the Funds and End-Users to utilize the Internet to access Fund information maintained by the Fund on the Fund Home Page; and (ii) enable End-Users to utilize the Internet to access the PFPC System in order to perform Account Inquiries and Financial Transactions in Shareholder accounts.

(b)Process the set up of self-registering with a User defined ID and password, as described in theInternet Account Management Services Product Guide provided to the Funds, which shall include verification of initial identification numbers issued, reset and activation of personalized passwords and reissue of new passwords.

(c)Provide Installation services which shall include, review and sign off on the Fund’s network requirements, recommending method of linking to the PFPC Web Transaction Engine, installing network hardware and software, implementing the network connectivity, and testing the network connectivity and performance.

(d)Provide maintenance and support of the PFPC Secure Net Gateway and the PFPC Web Transaction Engine, which includes the following:

(i)    error corrections, minor enhancements and interim upgrades to the Internet Account Management Web Site which are made generally available by PFPC to Internet Account Management customers;

(ii)    help desk support to provide assistance to Fund employees with the Fund’s use ofthe Internet Account Management Web Site.

Maintenance and support shall not include (a) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by PFPC to Internet Account Management clients, as determined solely by PFPC; or (b) maintenance of customized features.

(e) Maintain and upkeep of the security infrastructure and capabilities described in the procedures and product functionality documentation.

(f) Prepare and forward a monthly usage reports to the Fund which shall provide the Fund with a summary of activity and functionality used by and End-Users.

3.5In connection with the Fund’s use of the Internet Account Management Web Site, the Fund shall be responsible for the following:

(a)establishment and maintenance of the Fund Home Page on the Internet;

(b)services and relationships between the Fund and any third party on-line service providers to enable End-Users to access the Fund Home Page and/or the Investor Services System via the Internet;

(c)provide PFPC with access to and information regarding the Fund Home Page in order to enable PFPC to provide the services contemplated hereunder.

Article 4Recordkeeping and Other Information.

4.1PFPC shall create and maintain all records required of it pursuant to its duties hereunder and as set forth in Schedule B in accordance with all applicable laws, rules and regulations, including records required by Section 31(a) of the 1940 Act. Where applicable, such records shall be maintained by PFPC for the periods and in the places required by Rule 31a-2 under the 1940 Act.

4.2To the extent required by Section 31 of the 1940 Act, PFPC agrees that all such records prepared or maintained by PFPC relating to the services to be performed by PFPC hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such section, and will, at the expense of the Fund, be surrendered promptly to the Fund on and in accordance with the Fund's request.

4.3In case of any requests or demands for the inspection of Shareholder records of the Fund, PFPC will endeavor to notify the Fund of such request and secure Written Instructions as to the handling of such request. PFPC reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to comply with such request.

Article 5Fund Instructions.

5.1PFPC will have no liability when acting upon Written or Oral Instructions believed to have been executed or orally communicated by an Authorized Person and will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from the Fund. PFPC will also have no liability when processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund and the proper countersignature of PFPC or the Fund’s prior transfer agent, as the case may be.

5.2At any time, PFPC may, at its own expense, request Written Instructions from the Fund and may seek advice from legal counsel for the Fund, or its own legal counsel of good national reputation, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund or for PFPC. Written Instructions requested by PFPC will be provided by the Fund within a reasonable period of time.

5.3PFPC, its officers, agents or employees, shall accept Oral Instructions or Written Instructions given to them by any person representing or acting on behalf of the Fund only if said representative is an Authorized Person. The Fund agrees that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that the Fund's failure to so confirm shall not impair in any respect PFPC's right to rely on Oral Instructions.

Article 6Compensation.

6.1As compensation for services rendered by PFPC during the term of this Agreement, the Fund, on behalf of the Portfolios will pay to PFPC a fee or fees as may be agreed to from time to time in writing by the Fund and PFPC. In addition, the Fund agrees to pay, and will be billed separately in arrears for, reasonable out of pocket expenses properly incurred by PFPC in the performance of its duties hereunder.

6.2PFPC shall establish certain cash management accounts (“Service Accounts”) required to provide services under this Agreement. The Fund acknowledges (a) PFPC may receive investment earnings from sweeping the funds in such Service Accounts into investment accounts including, but not limited, investment accounts maintained at an affiliate or client of PFPC; (b) balance credits earned with respect to the amounts in such Service Accounts (“Balance Credits”) will be used to offset the banking service fees imposed by the cash management service provider (the “Banking Service Fees”); (c) PFPC shall retain any excess Balance Credits for its own use; and (iv) Balance Credits will be calculated and applied toward the Fund’s Banking Service Fees regardless of the Service Account balance sweep described in Sub-Section (a).

6.3The undersigned hereby represents and warrants to PFPC that (a) the terms of this Agreement, (b) the fees and expenses associated with this Agreement, and (c) any benefits accruing to PFPC described herein or to the adviser or sponsor to the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by PFPC to such adviser or sponsor or any affiliate of the Fund relating to the Agreement have been fully disclosed to the Board of Directors of the Fund and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

Article 7Documents.

[Intentionally omitted]

Article 8Transfer Agent System.

8.1PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC to the Fund herein (the “PFPC System”).

8.2PFPC hereby grants to the Fund a limited license to the PFPC System for the sole and limited purpose of having PFPC provide the services contemplated hereunder and nothing contained in this Agreement shall be construed or interpreted otherwise and such license shall immediately terminate with the termination of this Agreement.

8.3In the event that the Fund, including any affiliate or agent of the Fund or any third party acting on behalf of the Fund is provided with direct access to the PFPC System for either account inquiry or to transmit transaction information, including but not limited to account maintenance, exchanges, purchases and redemptions, except as otherwise specifically set forth in this Agreement, such direct access capability shall be limited to direct entry to the PFPC System by means of on-line mainframe terminal entry or PC emulation of such mainframe terminal entry and any other non-conforming method of transmission of information to the PFPC System is strictly prohibited without the prior written consent of PFPC.

Article 9Representations and Warranties.

9.1PFPC represents and warrants to the Fund that:

(a)it is a corporation duly organized, existing and in good standing under the laws of the Commonwealth of Massachusetts;

(b)it is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement;

(c)all requisite corporate proceedings have taken place to authorize it to enter into this Agreement;

(d)it is duly registered with its appropriate regulatory agency as a transfer agent and such registration will remain in effect for the duration of this Agreement;

(e)it has and will retain all licenses, permits and registrations necessary to perform its duties under this Agreement;

(e)it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;

(f)this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of PFPC, enforceable against PFPC in accordance with its terms; and

(g)it shall promptly notify the Fund if any representation, warranty or covenant contained in this Article 9.1 becomes untrue in any material respect.

9.2The Fund represents and warrants to PFPC that:

(a)it is duly organized, existing and in good standing under the laws of the jurisdiction in which it is organized;

(b)it is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into this Agreement;

(c)all corporate proceedings required by said Articles of Incorporation, By-Laws and applicable laws have been taken to authorize it to enter into this Agreement;

(d)a registration statement under the Securities Act of 1933, as amended, and the 1940 Act, on behalf of each of the Portfolios, is currently effective and will remain effective, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Portfolios being offered for sale;

(e)all outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Fund's Articles of Incorporation and its Prospectus with respect to each Portfolio, such Shares shall be validly issued, fully paid and non-assessable;

(f)this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms; and

(g)it shall promptly notify PFPC if any representation, warranty or covenant contained in this Article 9.2 becomes untrue in any material respect.

9.3THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PFPC DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. PFPC DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.

Article 10Indemnification.

10.1The Fund, on behalf of each Portfolio, shall indemnify and hold PFPC harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kindwhich may be asserted against PFPC or for which PFPC may be held to be liable (a “Claim”) arising out of or attributable to any of the following, unless such Claim resulted from a negligent act or omission to act, bad faith or violation of law by PFPC in the performance of its duties hereunder:

(a)any actions of PFPC required to be taken pursuant to this Agreement unless such Claim resulted from a negligent act or omission to act, bad faith or violation of law by PFPC in the performance of its duties hereunder;

(b)PFPC’s reasonable reliance on, or reasonable use of information, data, records and documents (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) received by PFPC from the Fund, or any authorized third party acting on behalf of the Fund, including but not limited to the prior transfer agent for the Fund, in the performance of PFPC’s duties and obligations hereunder;

(c)the reliance on, or the implementation of, any Written or Oral Instructions or any other instructions or requests of the Fund, on behalf of the applicable Portfolio, reasonably believed by PFPC to be genuine and signed or authorized by the proper party or parties;

(d)the offer or sales of Shares in violation of any requirement under the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any state with respect to the offer or sale of such Shares in such state; and

(e)the Fund’s refusal or failure to comply with the terms of this Agreement, or any Claim which arises out of the Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein.

10.2The Fund shall not be responsible for and PFPC shall indemnify and hold the Fund harmless from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against the Fund or for which the Fund may be held to be liable (a “Claim”) arising out of or attributable to any such Claims which result from a negligent act or omission to act, bad faith or violation of law by PFPC in the performance of its duties hereunder.

10.3In any case in which one party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any Claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the Claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such Claim. The Indemnified Party will not confess any Claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party's prior written consent. The obligations of the parties hereto under this Article 10 shall survive the termination of this Agreement.

10.4Any claim for indemnification under this Agreement must be made prior to the earlier of:

(a)one year after the Indemnified Party becomes aware of the event for which indemnification is claimed; or

(b)one year after the earlier of the termination of this Agreement or the expiration of the term of this Agreement.

10.5Except for remedies that cannot be waived as a matter of law (and injunctive or provisional relief), the provisions of this Article 10 shall be PFPC’s sole and exclusive remedy for claims or other actions or proceedings to which the Fund’s indemnification obligations pursuant to this Article 10 may apply.

Article 11Standard of Care.

11.1PFPC shall at all times act in good faith and agrees to use its best efforts within commercially reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility for loss or damage to the Fund unless said errors are caused by PFPC’s own negligence, bad faith or willful misconduct or violation of law or that of its employees.

11.2Except with respect to fraud and other matters for which the cause of action is not readily ascertainable, neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the filing of the suit (or commencement of arbitration proceedings) alleging such cause of action.

11.3Each party shall have the duty to mitigate damages for which the other party may become responsible.

Article 12Consequential Damages.

12.1NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, AGENTS OR SUBCONTRACTORS BE LIABLE FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

Article 13Term and Termination.

13.1This Agreement shall be effective and binding on the parties as of the date first written above and unless otherwise terminated as set forth in this Agreement shall continue for a period of three (3) years beginning on the Commencement Date (the “Initial Term”).

13.2Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of two (2) years (“Renewal Terms”) each, unless the Fund or PFPC provides written notice to the other of its intent not to renew. Such notice must be received not less than sixty (60) days and not more than one-hundred eighty (180) days prior to the expiration of the Initial Term or the then current Renewal Term.

13.3In the event a termination notice is given by the Fund, all expenses associated with movement of records and materials and conversion thereof to a successor transfer agent will be borne by the Fund.

13.4If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. If PFPC is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any other rights or remedies of PFPC with respect to services performed prior to such termination of rights of PFPC to be reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

13.5Notwithstanding anything to the contrary herein, PFPC shall provide prompt notice to the Fund of any definitive agreement relating to a change in control of PFPC. Upon such notice, the Fund shall have the option to terminate this Agreement to the extent the Fund determines in good faith that such change of control of PFPC would adversely impact the services provided by PFPC hereunder. Such option to terminate shall expire ninety (90) days after the effective date of the change of control of PFPC.

Article 14Additional Portfolios.

14.1In the event that the Fund establishes one or more Portfolios in addition to those identified in Schedule A, with respect to which the Fund desires to have PFPC render services as transfer agent under the terms hereof, the Fund shall so notify PFPC in writing, and if PFPC agrees in writing to provide such services, Schedule A shall be amended to include such additional Portfolios.

Article 15Confidentiality.

15.1The parties agree that the Proprietary Information (defined below) and any nonpublic, personal information of customers (collectively “Confidential Information”) are confidential information of the parties and their respective licensors. The Fund and PFPC shall exercise at least the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the Confidential Information of the other as it would exercise to protect its own confidential information of a similar nature. The Fund and PFPC shall not duplicate, sell or disclose to others the Confidential Information of the other, in whole or in part, without the prior written permission of the other party. The Fund and PFPC, however, may disclose Confidential Information to their respective parent corporation, their respective affiliates, their subsidiaries and affiliated companies and employees, provided that each shall use reasonable efforts to ensure that the Confidential Information is not duplicated or disclosed in breach of this Agreement. The Fund and PFPC may also disclose the Confidential Information to independent contractors, auditors, and professional advisors, provided they first agree to be bound by the confidentiality obligations substantially similar to this Section 15.1. Notwithstanding the previous sentence, in no event shall either the Fund or PFPC disclose the Confidential Information to any competitor of the other without specific, prior written consent.

15.2Proprietary Information means:

(a)any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finance, operations, customer relationships, customer profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them;

(b)any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors; and

(c)all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.

15.3Confidential Information includes, without limitation, all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing of either party which now exist or come into the control or possession of the other.

15.4The obligations of confidentiality and restriction on use herein shall not apply to any Confidential Information that a party proves:

(a)Was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of such party; or

(b)Was lawfully received by the party from a third party free of any obligation of confidence to such third party; or

(c)Was already in the possession of the party prior to receipt thereof, directly or indirectly, from the other party; or

(d)Is required to be disclosed in a judicial or administrative proceeding after giving the other party as much advance notice of the possibility of such disclosure as practical so the other party may attempt to stop such disclosure or obtain a protective order concerning such disclosure or in response to a regulatory inquiry; or

(e)Is subsequently and independently developed by employees, consultants or agents of the party without reference to the Confidential Information disclosed under this Agreement.

The parties understand and agree that the Fund may file a copy of this Agreement, excluding any related fee agreements, as an exhibit to its registration statement, and that such action is not prohibited.

Article 16Force Majeure.

No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, elements of nature or other acts of God; (ii) any outbreak or escalation of hostilities, war, acts of terrorism, riots or civil disorders in any country, (iii) any act or omission of the other party or any governmental authority; (iv) any labor disputes (provided that the employees’ demands are not reasonable or within the party’s power to satisfy); or (v) nonperformance by a third party or any similar cause beyond the reasonable control of such party, including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

Article 17Assignment and Subcontracting.

This Agreement, its benefits and obligations shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned or otherwise transferred by either party hereto, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that PFPC may, in its sole discretion, assign all its right, title and interest in this Agreement to an affiliate, parent or subsidiary after written notice to the Fund and provided that PFPC remains liable for all obligations hereunder. PFPC may, upon the Fund’s prior written consent, engage subcontractors to perform any of the obligations contained in this Agreement to be performed by PFPC.

Article 18Arbitration.

18.1Any claim or controversy arising out of or relating to this Agreement, or breach hereof, shall be settled by arbitration administered by the American Arbitration Association in Boston, Massachusetts in accordance with its applicable rules, except that the Federal Rules of Evidence and the Federal Rules of Civil Procedure with respect to the discovery process shall apply.

18.2The parties hereby agree that judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

18.3The parties acknowledge and agree that the performance of the obligations under this Agreement necessitates the use of instrumentalities of interstate commerce and, notwithstanding other general choice of law provisions in this Agreement, the parties agree that the Federal Arbitration Act shall govern and control with respect to the provisions of this Article 18.

Article 19Notice.

Any notice or other instrument authorized or required by this Agreement to be given in writing to the Fund or PFPC, shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing.

To the Fund:

Burnham Investors Trust

1325 Avenue of the Americas, 26^th Floor

New York, New York 10019

Attention: Frank A. Passantino, First Vice President

To PFPC:

PFPC, Inc.

301 Bellevue Parkway

Wilmington, Delaware 19809

Attention: President

with a copy to PFPC’s General Counsel

Article 20Governing Law/Venue.

The laws of the Commonwealth of Massachusetts, excluding the laws on conflicts of laws, shall govern the interpretation, validity, and enforcement of this Agreement. All actions arising from or related to this Agreement shall be brought in the state and federal courts sitting in the City of Boston, and PFPC and the Fund hereby submit themselves to the exclusive jurisdiction of those courts.

Article 21Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument.

Article 22Captions.

The captions of 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.

Article 23Publicity.

Neither PFPC nor the Fund shall release or publish news releases, public announcements, advertising or other publicity relating to this Agreement or to the transactions contemplated by it without the prior review and written approval of the other party; provided, however, that either party may make such disclosures as are required by legal, accounting or regulatory requirements after making reasonable efforts in the circumstances to consult in advance with the other party.

Article 24Relationship of Parties.

24.1The parties agree that they are independent contractors and not partners or co-venturers and nothing contained herein shall be interpreted or construed otherwise.

Article 25Entire Agreement; Severability.

25.1This Agreement, including Schedules, Addenda, and Exhibits hereto, constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements (including without limitation the Initial Agreement), contracts, representations, and understandings, whether written or oral, between the parties with respect to the subject matter hereof. No change, termination, modification, or waiver of any term or condition of the Agreement shall be valid unless in writing signed by each party. A party’s waiver of a breach of any term or condition in the Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition.

25.2The parties intend every provision of this Agreement to be severable. If a court of competent jurisdiction determines that any term or provision is illegal or invalid for any reason, the illegality or invalidity shall not affect the validity of the remainder of this Agreement. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties. Without limiting the generality of this paragraph, if a court determines that any remedy stated in this Agreement has failed of its essential purpose, then all other provisions of this Agreement, including the limitations on liability and exclusion of damages, shall remain fully effective.

Article 26Customer Identification Program Notice.

To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PFPC’s affiliates are financial institutions, and PFPC may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. PFPC may also ask (and may have already asked) for additional identifying information, and PFPC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

Article 27Miscellaneous.

For convenience purposes, this Agreement is being entered into as a master agreement by and between the Fund, on behalf of each of Portfolio, and PFPC. However, this Agreement shall be interpreted as applying solely to each Portfolio individually, and no Portfolio shall be liable for the obligations of any other Portfolio. The Fund and PFPC agree that the obligations of the Fund and each Portfolio under the Agreement shall not be binding upon any of the Board Members, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Fund individually, but are binding only upon the assets and property of each Portfolio individually, as provided in the Articles of Incorporation. The execution and delivery of this Agreement have been authorized by the Board Members of the Fund, and signed by an authorized officer of the Fund, acting as such, and neither such authorization by such Board Members nor such execution and delivery by such officer shall be deemed to have been made by any of them or any shareholder of a Portfolio individually or to impose any liability on any of them or any shareholder of a Portfolio personally, but shall bind only the assets and property of each Portfolio individually, as provided in the Articles of Incorporation.

PFPC and the Fund may from time to time be parties to agreements in addition to this Agreement. The terms of this Agreement shall not be applicable to, or otherwise affect the relationship of PFPC and the Fund under, such other agreements unless specifically agreed to therein by PFPC and the Fund.

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2005 Burnham Restated TA Agr Dft2 (redline).doc

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers, as of the day and year first above written.

BURNHAM INVESTORS TRUST

on behalf of each Portfolio set forth on Schedule A

By: /s/ Michael E. Barna

Title:EVP

PFPC INC.

By: /s/ James Pasman

Title: Sr. Vice President

Business Approval:

Date: __________

Legal Approval:  A.A.

Date:  8/30/05

AML Approval:  J.M. (A.A.)

Date:  8/30/05

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2005 Burnham Restated TA Agr Dft2 (redline).doc

SCHEDULE A

LIST OF PORTFOLIOS

Burnham Fund

Burnham Money Market Fund

Burnham Financial Services Fund

Burnham U.S. Government Money Market Fund

Burnham Financial Industries Fund

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2005 Burnham Restated TA Agr Dft2 (redline).doc

SCHEDULE B

DUTIES OF PFPC

1.Shareholder Information.PFPC shall maintain a record of the number of Shares held by each Shareholder of record which shall include name, address, taxpayer identification and which shall indicate whether such Shares are held in certificates or uncertificated form.

2.Shareholder Services.PFPC shall respond as appropriate to all inquiries and communications from Shareholders relating to Shareholder accounts with respect to its duties hereunder and as may be from time to time mutually agreed upon between PFPC and the Fund.

3.Share Certificates.

(a)At the expense of the Fund, the Fund shall supply PFPC with an adequate supply of blank share certificates to meet PFPC requirements therefor. Such Share certificates shall be properly signed by facsimile. The Fund agrees that, notwithstanding the death, resignation, or removal of any officer of the Fund whose signature appears on such certificates, PFPC or its agent may continue to countersign certificates which bear such signatures until otherwise directed by Written Instructions.

(b)PFPC shall issue replacement Share certificates in lieu of certificates which have been lost, stolen or destroyed, upon receipt by PFPC of properly executed affidavits and lost certificate bonds, in form satisfactory to PFPC, with the Fund and PFPC as obligees under the bond.

(c)PFPC shall also maintain a record of each certificate issued, the number of Shares represented thereby and the Shareholder of record. With respect to Shares held in open accounts or uncertificated form (i.e., no certificate being issued with respect thereto) PFPC shall maintain comparable records of the Shareholders thereof, including their names, addresses and taxpayer identification. PFPC shall further maintain a stop transfer record on lost and/or replaced certificates.

4.Mailing Communications to Shareholders; Proxy Materials. PFPC will address and mail to Shareholders of the Fund, all reports to Shareholders, dividend and distribution notices and proxy material for the Fund's meetings of Shareholders. In connection with meetings of Shareholders, PFPC will prepare Shareholder lists, mail and certify as to the mailing of proxy materials, process and tabulate returned proxy cards, report on proxies voted prior to meetings, act as inspector of election at meetings and certify Shares voted at meetings.

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2005 Burnham Restated TA Agr Dft2 (redline).doc

5.Sales of Shares.

(a)PFPC shall not be required to issue any Shares of the Fund where it has received a Written Instruction from the Fund or official notice from any appropriate authority that the sale of the Shares of the Fund has been suspended or discontinued. The existence of such Written Instructions or such official notice shall be conclusive evidence of the right of PFPC to rely on such Written Instructions or official notice.

(b)In the event that any check or other order for the payment of money is returned unpaid for any reason, PFPC will endeavor to: (i) give prompt notice of such return to the Fund or its designee; (ii) place a stop transfer order against all Shares issued as a result of such check or order; and (iii) take such actions as PFPC may from time to time deem appropriate.

6.Transfer and Repurchase.

(a)PFPC shall process all requests to transfer or redeem Shares in accordance with the transfer or repurchase procedures set forth in the Fund's Prospectus.

(b)PFPC will transfer or repurchase Shares upon receipt of Oral or Written Instructions or otherwise pursuant to the Prospectus and Share certificates, if any, properly endorsed for transfer or redemption, accompanied by such documents as PFPC reasonably may deem necessary.

(c)PFPC reserves the right to refuse to transfer or repurchase Shares until it is satisfied that the endorsement on the instructions is valid and genuine. PFPC also reserves the right to refuse to transfer or repurchase Shares until it is satisfied that the requested transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or repurchases which PFPC, in its good judgement, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or repurchase.

(d)When Shares are redeemed, PFPC shall, upon receipt of the instructions and documents in proper form, deliver to the Custodian and the Fund or its designee a notification setting forth the number of Shares to be repurchased. Such repurchased shares shall be reflected on appropriate accounts maintained by PFPC reflecting outstanding Shares of the Fund and Shares attributed to individual accounts.

(e)PFPC shall upon receipt of the monies provided to it by the Custodian for the repurchase of Shares, pay such monies as are received from the Custodian, all in accordance with the procedures described in the written instruction received by PFPC from the Fund.

(f)PFPC shall not process or effect any repurchase with respect to Shares of the Fund after receipt by PFPC or its agent of notification of the suspension of the determination of the net asset value of the Fund.

7.Dividends.

(a)Upon the declaration of each dividend and each capital gains distribution by the Board of Directors of the Fund with respect to Shares of the Fund, the Fund shall furnish or cause to be furnished to PFPC Written Instructions setting forth the date of the declaration of such dividend or distribution, the ex-dividend date, the date of payment thereof, the record date as of which Shareholders entitled to payment shall be determined, the amount payable per Share to the Shareholders of record as of that date, the total amount payable on the payment date and whether such dividend or distribution is to be paid in Shares at net asset value.

(b)On or before the payment date specified in such resolution of the Board of Directors, the Fund will provide PFPC with sufficient cash to make payment to the Shareholders of record as of such payment date.

(c)If PFPC does not receive sufficient cash from the Fund to make total dividend and/or distribution payments to all Shareholders of the Fund as of the record date, PFPC will, upon notifying the Fund, withhold payment to all Shareholders of record as of the record date until sufficient cash is provided to PFPC.

8.Retirement Plans.

(a)In connection with the individual retirement accounts, simplified employee pension plans, rollover individual retirement plans, educational IRA’s and ROTH individual retirement accounts (“IRA Plans”), 403(b) Plans and money purchase and profit sharing plans (“Qualified Plans”) (collectively, the “Retirement Plans”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) sponsored by the Fund for which contributions of the Fund’s shareholders (the “Participants”) are invested solely in Shares of the Fund, PFPC shall provide the following administrative services:

(i) Establish a record of types and reasons for distributions (i.e., attainment of age 59-1/2, disability, death, return of excess contributions, etc.);

(ii) Record method of distribution requested and/or made;

(iii) Receive and process designation of the beneficiary forms;

(iv) Examine and process requests for direct transfers between custodians/trustees, transfer and pay over to the successor assets in the account and records pertaining thereto as requested;

(v) Prepare any annual reports or returns required to be prepared and/or filed by a custodian of an IRA, including, but not limited to, an annual fair market value report, Forms 1099R and 5498 and file with the IRS and provide to Participant/Beneficiary; and

(vi) Perform applicable federal withholding and send Participants/Beneficiaries an annual TEFRA notice regarding required federal tax withholding.

(b)PFPC shall arrange for PFPC Trust Company to serve as custodian for the Retirement Plans sponsored by the Fund.

(c)With respect to the Retirement Plans, PFPC shall provide the Fund with the associated Retirement Plan documents for use by the Fund and PFPC shall be responsible for the maintenance of such documents in compliance with all applicable provisions of the Code and the regulations promulgated thereunder.

9.Payment of Distributions.PFPC may facilitate the payment of distributions from the Fund which are made by check (“Distributions”) through the “IPS Official Check” program. “IPS Official Check” is a product and service provided by Integrated Payment Systems (“IPS”). IPS is licensed and regulated as an “issuer of payment instruments”. In the event the IPS Official Check program is utilized, funds used to cover such Distributions shall be forwarded to and held by IPS. IPS may invest such funds while awaiting presentment of items for payment and share with PFPC, the benefit of the revenue generated from its investment practices. In return the services provided by IPS, IPS imposes a per item charge which is treated as an “out-of-pocket expense which is charged to the Fund by PFPC.

10.Lost Shareholders.PFPC shall perform such services as are required in order to comply with Rule 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”), including, but not limited to those set forth below. PFPC may, in its sole discretion, use the services of a third party to perform the some or all such services.

(a) documentation of electronic search policies and procedures;

(b) execution of required searches;

(c) creation and mailing of confirmation letters;

(d) taking receipt of returned verification forms;

(e) providing confirmed address corrections in batch via electronic media;

(f) tracking results and maintaining data sufficient to comply with the Lost Shareholder Rules; and

(g) preparation and submission of data required under the Lost Shareholder Rules.

11.Escheatment. In connection with the Fund’s escheatment obligations and the procedures established from time to time by the parties, PFPC shall perform the services more fully described in the attached Exhibit 2 of Schedule B. The Fund hereby instructs PFPC to engage Keane Tracers, Inc. in connection with the escheatment process. It being understood that PFPC shall be responsible for the performance by Keane Tracers, Inc. of all such escheatment services.

12.Voice Response Unit. PFPC shall operate and maintain a touch-tone based interactive voice response application allowing Shareholders to perform those of the following tasks:

(a) Account Balance;

(b) Transaction History;

(c) Year to date statement order fulfillment;

(d) Order duplicate tax forms;

(e) Checkbook order;

(f) Obtain Portfolio prices;

(g) Obtain dividend rate information; and

(h)Capital gain rate information.

13.Compliance Policies and Procedures. To assist the Fund in complying with Rule 38a-1 under the 1940 Act, PFPC represents that it has (i) adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws in PFPC’s fulfilling its obligations under this Agreement, (ii) a compliance program in place to monitor its compliance with those policies and procedures, (iii) designate a chief compliance officer to be responsible for administering those policies and procedures, and (iv) reviewed, and periodically reviews, those policies and procedures for their continued adequacy and effectiveness. PFPC further agrees that it will, annually and at such other frequency as reasonably requested by the Fund, provide to the Fund a certificate as to the continuing accuracy of the foregoing representation and such other certifications regarding PFPC’s compliance program as the Fund and PFPC shall mutually agree. PFPC shall provide the Fund with copies of periodic reports setting forth material changes in PFPC’s compliance program and shall provide such other information as the Fund may reasonably request in connection with PFPC’s compliance program.

14.Cost Basis Accounting. PFPC shall perform cost basis accounting services for applicable Shareholders utilizing PFPC’s Cost Basis Accounting System (CBA) in accordance with this Section 15(n). CBA calculates the capital gains or losses realized by Shareholders on their mutual fund redemption activity. The gain/loss amount for each redemption transaction is calculated by comparing the proceeds received by the Shareholder on the sale of shares against the cost value attributed to those shares. PFPC employs First-In/First-Out, Single Category Average Cost Accounting to calculate gains and losses. Cost basis figures are provided to shareholders on the 1099-B tax form.

15.Anti-Money Laundering. PFPC shall perform reasonable actions necessary to help the Fund be in compliance with United States Federal anti-money laundering (“AML”) laws applicable to investor activity, including without limitation the Bank Secrecy Act and the Patriot Act, as follows: PFPC shall: (a) establish and implement written internal policies, procedures and controls reasonably designed to detect and help prevent the Fund from being used to launder money or finance terrorist activities; (b) provide for independent testing, by an employee who is not responsible for the operation of PFPC’s AML program or by an outside party, for compliance with PFPC’s established policies and procedures; (c) designate a person or persons responsible for implementing and monitoring the operation and internal controls of PFPC’s AML program; and (d) provide ongoing training of PFPC personnel relating to the prevention of money-laundering activities. Upon the reasonable request of the Fund, PFPC shall provide to the Fund: (w) a copy of PFPC’s written AML policies and procedures (it being understood such information is to be considered confidential and treated as such and afforded all protections provided to confidential information under this Agreement); (x) at the option of PFPC, a copy of a written assessment or report prepared by the party performing the independent testing for compliance, or a summary thereof, or a certification that the findings of the independent party are satisfactory; (y) a summary of the AML training provided for appropriate personnel; and (z) a certificate regarding PFPC’s AML program, the name of its designated compliance officer, a brief description of the audit process, a brief description of the employee training program and periodic statistical summary reports of PFPC’s AML monitoring on behalf of the Funds. PFPC agrees to permit inspections relating to its AML program by U.S. Federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and records relating to its AML program as such examiners shall reasonably request. The parties acknowledge the provisions herein do not apply to Section 326 of the USA PATRIOT Act (or other sections other than Section 352 regarding anti-money laundering programs) or regulations promulgated thereunder.

16.Customer Identification Program (“CIP”) Services.

(a)To help the Fund comply with its Customer Identification Program (which the Fund is required to have under regulations issued under Section 326 of the USA PATRIOT Act) PFPC will do the following:

(i)Implement procedures under which new accounts in the Fund are not established unless PFPC has obtained the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the “Data Elements”) for each corresponding Customer (as defined in 31 CFR 103.131).

(ii)Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened. Methods may consist of non-documentary methods (for which PFPC may use unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 103.131), and may include procedures under which PFPC personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first-level (which will typically be reliance on results obtained from an information vendor) verification process(es).

(iii)Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 103.131(b)(3).

(iv)Regularly report to the Fund about measures taken under (i)-(iii) above.

(v)If PFPC provides services by which prospective Customers may subscribe for shares in the Fund via the Internet or telephone, work with the Fund to notify prospective Customers, consistent with 31 CFR 103.(b)(5), about the Fund’s CIP.

(vi)Set forth on a separate fee schedule compensation amounts due for these CIP Services.

(b)Notwithstanding anything to the contrary, and without expanding or limiting the scope of the express language above, PFPC will only be required to collect the Data Elements for (or verify) prospective Customers (or accounts) as required by the USA Patriot Act and any relevant regulations promulgated there under (for example, PFPC will not verify customers opening accounts through NSCC).

(c)The Fund hereby represents and warrants that each of the funds serviced by PFPC, and each legal entity of which such fund is a part, has, and will at all times during which this Agreement is in effect maintain in place, a written agreement with each such other fund and entities, under which all such parties may rely upon the Customer Identification Programs of any other with respect to prospective investors who are then existing customers of such other. Given such policy, PFPC need not perform steps (A)-(F) above with respect to any subscriber who is then a customer of any other fund within the same “fund family” as the Fund.”

17.Government List Restriction Screening. In connection with the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals (“OFAC List”) and list of countries which OFAC imposes sanctions (“Sanctioned Countries”, together with the OFAC List, “Government Restrictions List”), PFPC shall:

(a)maintain a database of SDNs and Sanctioned Countries (the “PFPC OFAC Database”);

(b)update the PFPC OFAC Database as OFAC issues updates to the Government Restrictions List;

(c)on a daily basis, conduct a matching routine between PFPC OFAC Database and any new shareholder account or existing shareholder account that has had a change to the name or address fields:

(d)upon receipt of OFAC updates to Government Restrictions List, conduct a matching routine for all shareholder accounts;

(e)review potential matches discovered in both the daily and full shareholder processes;

(f)report confirmed matches to OFAC, as required;

(g)unless otherwise instructed by OFAC or restricted by law, inform the Fund in cases where a confirmed match has been reported; and

(h)implement any action, including but not limited to blocking an account and/or rejecting a transfer of funds, as PFPC or the Fund may determine to be necessary for the Fund to comply with the applicable Government Restriction List.

18.Blue Sky Services.The Fundhereby appoints PFPC to provide blue sky filing services for the Portfolios (and classes thereof) for the period and on the terms set forth in this Agreement and PFPC accepts such appointment. In connection with the foregoing, the Fund hereby grants PFPC a limited power of attorney on behalf of the Fund and Portfolios to sign all blue sky filings and other related documents to effect the purpose of this Agreement. In connection with the foregoing:

(a)Delivery of Documents. The Company has or will, as appropriate, timely furnish PFPC with copies of each of the following:

(i)A listing of all jurisdictions in which each Portfolio (and class thereof) is lawfully available for sale as of the date of this Agreement and in which the Company desires PFPC to effect a blue sky filing;

(ii)The Fund’s most recent Post-Effective Amendments with respect to each Portfolio under the Securities Act of 1933 and under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”) and all amendments thereto;

(iii)Upon PFPC’s request, each Portfolio’s most recent prospectus and statement of additional information and all amendments and supplements thereto (a “Prospectus”);

(iv)All Notices of Special Meetings of Shareholders and related Proxy materials which propose the merger, reorganization or liquidation of a Portfolio; and

(v)copies of all amendments of or supplements to the foregoing, if any.

(b)Services and Duties. Subject to the supervision and control of the Fund, PFPC will:

(i)Effect and maintain, as the case may be, the qualification of shares of the respective Portfolios for sale under the securities laws of the jurisdictions indicated for each Portfolio on Schedule A, as it may be amended from time to time; and

(ii)File with each appropriate jurisdiction the applicable materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided however, that the Company timely provides PFPC in advance of such filings with (x) the requisite number of copies of each document (i.e. definitive prospectuses) requested by PFPC (to the extent such documents are required to effect the relevant filing) and (y) filing fees (as described in more detail below); and

(iii)Convey to the Companyany comments received from the regulatory authorities with respect to such filings and, if desired by the Company, responding to such comments in such manner as authorized by the Company.

Subject to payment to PFPC in advance, PFPC will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Portfolio(s) (or classes thereof), and any fees for qualifying or continuing the qualification of any Portfolios(s) (or classes thereof). The Fund will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PFPC for the payment of the aforementioned filings fees promptly upon request by PFPC. PFPC will request the funds necessary for the payment of the filing fees in advance of the date the fees become due.

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2005 Burnham Restated TA Agr Dft2 (redline).doc

Exhibit 1 of Schedule B

Performance Standards

Telephones

To be measured on a quarterly basis, minimum of 300 calls offered.

·   The average speed of answering calls will be twenty (20) seconds or less

·   The abandonment rate for teleservicing calls will be five (5) percent or less (Calculation: calls abandoned over 20 seconds/calls offered)

·   The service level will be ninety-five percent (95%) or higher

Processing

The following standards will be met 95% of the time measured on a quarterly basis, minimum 50 items per standard measured.

·   New accounts in good order will be established on Transfer Agent system on the same day received

·   Shareholder transactions in good order will be processed on Transfer Agent system on the same say received

·   Correspondence will be completed within five (5) business days of receipt

·   Maintenance items in good order will be completed within five (5) business days of receipt

Print/Mail

The following standards will be met 95% of the time measured on a quarterly basis, minimum of 50 items per standard measured.

·   Daily confirmations will be mailed to Shareholders on Trade Date plus two (2) business days

·   Check requests will be mailed to Shareholders on Trade Date plus two (2) business days

·   Quarterly statements will be mailed to Shareholders within five (5) business days from quarter end

Penalties

The penalty for missing the same standard in one (1) quarter is written notice.

The penalty for missing the same standard two (2) quarters in succession is 5% reduction of PFPC’s quarterly fee for that service.

The penalty for missing the same standard three (3) quarters in a rolling six (6) quarter period is 10% reduction in PFPC’s quarterly fee for that service.

Measurement of performance standards and associated penalties will commence after a one (1) quarter grace period.

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2005 Burnham Restated TA Agr Dft2 (redline).doc

Exhibit 2 of Schedule B

Escheatment Process for Burnham Funds

I.Escheatment Process for RPO Shareholder Accounts

Action DescriptionResponsibility

	PFPC	Keane	Fund
Prepare and transmit RPO File to Keane	X
Analysis of escheatable RPO Shareholder Accounts		X
Prepare spreadsheet of escheatable Shareholder Accounts and provide instructions for state account set-up		X
Receive spreadsheet & state account set up instructions	X
Review and research spreadsheet to ensure Shareholder Account is still in RPO status and escheatable	X		X
Process state new account set-ups, transfers and/or transfers and liquidations	X
Update and approve final spreadsheet	X		X
Authorize search firm to produce escheat reports	X
Prepare escheat reports		X
Review escheat reports	X
Match transfer statements and/or checks to escheat reports for submission to states	X
Sign and notarize escheat reports	X
Overnight escheat reports to states	X
II.Escheatment Process for Outstanding Manual (non-IPS) Checks and Prior Transfer Agent Checks (“o/s checks”)	PFPC	Keane	Fund
Produce o/s check spreadsheet or report, bi-annually	X
Submit spreadsheet to Keane bi-annually	X
Confirm / settle number of o/s checks received by search firm	X
Prepare spreadsheet of escheatable o/s checks		X
Review spreadsheet	X		X
Perform 'due diligence' mailings		X
Receive responses to due diligence mailings/ reissue checks	X
Update and approve final spreadsheet	X		X
Prepare checks payable to states	X
Authorize search firm to produce escheat reports	X
Prepare escheat reports		X
Review escheat reports	X
Match checks to escheat reports	X
Sign and notarize escheat reports	X
Overnight escheat reports to states	X