As filed with the Securities and Exchange Commission on September 28, 1995
Registration Nos. 33-66712, 811-7932
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 7 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 9 [X]
LINDNER DIVIDEND FUND, LINDNER GROWTH FUND
LINDNER BULWARK FUND, LINDNER UTILITY FUND,
LINDNER/RYBACK SMALL-CAP FUND and LINDNER INTERNATIONAL FUND
of
LINDNER INVESTMENTS
(Exact Name of Registrant as Specified in Charter)
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Address of Principal Executive Office)
(314) 727-5305
Registrant's Telephone Number, Including Area Code
Eric E. Ryback, President
Ryback Management Corporation
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Name and Address of Agent for Service)
Copy to:
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
It is proposed that this filing will become effective (check appropriate
box):
[ ] Immediately upon filing pursuant to Rule 485(b), or
[X] On October 1, 1995 pursuant to Rule 485(b), or
[ ] 60 days after filing pursuant to Rule 485(a), or
[ ] On November 1, 1994 pursuant to Rule 485(a).
The Registrant has previously registered an indefinite number of shares
pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Registrant filed its Rule 24f-2 Notice for the fiscal year ended June 30,
1995, on August 16, 1995.
<PAGE>
Cross Reference Sheet
Pursuant to Rule 481(a)
Form N-1A Part A Item Location in Prospectus
Item 1. Cover Page............................ Cover Page
Item 2. Synopsis.............................. Fund Expenses
Item 3. Condensed Financial Information....... Financial Highlights;
Fund Expenses; Performance
Item 4. General Description of Registrant..... Lindner Investments;
Investment Objectives;
Risk Factors
Item 5. Management of the Fund................ Management of the Trust
Item 5a. Management's Discussion of Fund
Performance........................ Performance
Item 6. Capital Stock and Other Securities.... Dividends, Distributions and
Taxes; Purchase of Shares
and Shareholder Inquiries;
Redemption of Shares; Other
Information
Item 7. Purchase of Securities Being Offered.. Purchase of Shares and
Shareholder Inquiries;
Pricing of Shares for
Purchase or Redemption;
Automatic Investment Plan;
Systematic Withdrawal Plan;
Individual Retirement
Accounts
Item 8. Redemption or Repurchase.............. Redemption of Shares;
Systematic Withdrawal Plan
Item 9. Pending Legal Proceedings............. Not Applicable
Location in Statement of
Form N-1A Part B Item Additional Information
Item 10. Cover Page.......................... Cover Page
Item 11. Table of Contents................... Table of Contents
Item 12. General Information and History..... Not Applicable
Item 13. Investment Objectives and Policies.. Investment Objectives and
Policies
Item 14. Management of the Fund.............. Management of the Trust
Item 15. Control Persons and Principal
Holders of Securities........... Control Persons and
Principal Holders of
Securities
Item 16. Investment Advisory and Other
Services......................... Investment Advisory and
Other Services
Item 17. Brokerage Allocation and Other
Practices........................ Brokerage Allocation
Item 18. Capital Stock and Other Securities.. Not Applicable
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered....... Purchase, Redemption and
Pricing of Securities
Item 20. Tax Status.......................... Not Applicable
<PAGE>
Item 21. Underwriters........................ Not Applicable
Item 22. Calculation of Performance Data..... Additional Performance
Information
Item 23. Financial Statements................ Financial Statements
Form N-1A Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment
to the Registration Statement.
<PAGE>
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH SERIES OF
LINDNER INVESTMENTS WHICH A PROSPECTIVE INVESTOR SHOULD KNOW BEFORE
INVESTING. IT IS IMPORTANT THAT YOU READ IT CAREFULLY BEFORE YOU TO DECIDE
TO INVEST. THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION ABOUT EACH SERIES OF LINDNER
INVESTMENTS DATED OCTOBER 1, 1995 HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AND IS INCORPORATED INTO THIS PROSPECTUS BY REFERENCE.
A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE WITHOUT
CHARGE, UPON REQUEST TO THE ADDRESS OR TELEPHONE NUMBER LISTED BELOW.
LINDNER INVESTMENTS:
LINDNER DIVIDEND FUND LINDNER BULWARK FUND
LINDNER GROWTH FUND LINDNER/RYBACK SMALL-CAP FUND
LINDNER UTILITY FUND LINDNER INTERNATIONAL FUND
7711 Carondelet Ave.
P.O. Box 11208
St. Louis, Missouri 63105
(314) 727-5305
Lindner Investments (the "Trust") is a no-load, open-end management
investment company presently consisting of two series whose primary
investment objective is the production of current income-- Lindner Dividend
Fund and Lindner Utility Fund, and four series whose primary investment
objective is capital appreciation--Lindner Growth Fund, Lindner Bulwark
Fund, Lindner/Ryback Small-Cap Fund and Lindner International Fund
(individually a "Fund" and collectively the "Funds"). See "Investment
Objectives" and "Investment Restrictions," herein, for more detailed
information. EACH FUND MAY INVEST ITS ASSETS IN HIGH YIELD, HIGH RISK,
DOWN-GRADED DEBT SECURITIES COMMONLY REFERRED TO AS "JUNK BONDS." IN
ADDITION, LINDNER GROWTH FUND AND LINDNER BULWARK FUND MAY BORROW FOR
INVESTMENT PURPOSES, WITHIN PRESCRIBED LIMITS. There is no assurance that
each Fund's objectives will be met or that there will not be losses in any
given investment. Each Fund is managed by Ryback Management Corporation
(the "Adviser" or "Ryback Management") and represents a separate investment
portfolio with its own investment policies and objectives. The Trust may
offer additional series in order to meet a range of investment needs. Any
additional series of the Trust will also represent a separate investment
portfolio with its own investment policies and objectives.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS DATED OCTOBER 1, 1995
<PAGE>
TABLE OF CONTENTS
Page
Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . 3
Financial Highlights . . . . . . . . . . . . . . . . . . . . . 4
Lindner Investments . . . . . . . . . . . . . . . . . . . . . 8
Investment Objectives . . . . . . . . . . . . . . . . . . . . 8
Investment Restrictions . . . . . . . . . . . . . . . . . . . 14
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . 16
Management of the Trust . . . . . . . . . . . . . . . . . . . 25
Dividends, Distribution and Taxes . . . . . . . . . . . . . . 28
Withholding Certification . . . . . . . . . . . . . . . . . . 30
Purchase of Shares and Shareholder Inquiries . . . . . . . . . 30
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . 32
Pricing of Shares for Purchase or Redemption . . . . . . . . . 35
Exchanging an Investment from One Fund to Another . . . . . . 36
Automatic Investment Plan . . . . . . . . . . . . . . . . . . 37
Payroll Deduction . . . . . . . . . . . . . . . . . . . . . . 37
Systematic Withdrawal Plan . . . . . . . . . . . . . . . . . . 37
Individual Retirement Accounts . . . . . . . . . . . . . . . . 38
Performance . . . . . . . . . . . . . . . . . . . . . . . . . 39
Other Information . . . . . . . . . . . . . . . . . . . . . . 41
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Appendix - Description of Bond Ratings . . . . . . . . . . . . 43
LINDNER DIVIDEND FUND is a diversified fund whose investment objective is
the production of current income through investments in common stocks,
convertible and non-convertible preferred stocks, corporate bonds and debt
securities issued or guaranteed by the United States that provide a yield
higher than that paid on either the Standard & Poor's Composite Average of
500 stocks or on passbook savings accounts. Capital appreciation is a
secondary objective of the Dividend Fund.
LINDNER GROWTH FUND is a diversified fund whose investment objective is long
term capital appreciation through investments in common stocks or securities
convertible into common stocks. The production of current income is a
secondary objective of the Growth Fund.
LINDNER UTILITY FUND is a diversified fund whose investment objective is the
production of current income through investments in securities of domestic
and foreign public utility companies. Capital appreciation is a secondary
objective of the Utility Fund.
LINDNER BULWARK FUND is a non-diversified fund whose investment objective
is capital appreciation through investments in undervalued securities and
precious metal investments that are believed to have demonstrated a record
of capital preservation during periods of economic distress. The Bulwark
Fund will select investments which have historically maintained their value
when fixed income and equity markets are generally declining. The
production of current income is a secondary objective of the Bulwark Fund.
2
<PAGE>
LINDNER/RYBACK SMALL-CAP FUND is a diversified fund whose investment
objective is capital appreciation. The production of current income is a
secondary objective of the Small-Cap Fund. In furtherance of these
objectives, the Small-Cap Fund will invest substantially all its assets in
common stocks or securities convertible into common stocks, and will invest
at least 65% of its total assets in companies with a market capitalization
of not more than $750 million.
LINDNER INTERNATIONAL FUND is a diversified fund whose investment objective
is capital appreciation through investments in common stocks and securities
convertible into or exchangeable for common stocks of companies that are
organized and have their principal business activities and interests outside
the United States. The International Fund will ordinarily invest at least
65% of its total assets in such securities, and intends to be widely
diversified across securities of many corporations located in three or more
foreign countries. The production of current income is a secondary
objective of the International Fund.
FUND EXPENSES
Lindner Investments (the "Trust") will offer shares in the Funds to
investors on a no-load basis, without any front-end or back-end sales
commission, without any 12b-1 plan charges, and without any redemption fee.
Shareholder Transaction Expenses
(Applicable to each series of shares offered by Lindner Investments)
Maximum sales load imposed on purchases . . . . . . . . . . . . NONE
Maximum sales load imposed on reinvested dividends . . . . . . NONE
Deferred sales load . . . . . . . . . . . . . . . . . . . . . . NONE
Redemption fee . . . . . . . . . . . . . . . . . . . . . . . . NONE
Exchange fee. . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Wire transfer fee (per requested transaction,
subject to change based upon charges incurred
or levied by the Fund's Custodian for outgoing
wires) (see "Purchase of Shares and Shareholder
Inquiries" and "Redemption of Shares") . . . . . . . . . $10
3
<PAGE>
Annual Fund Operating Expenses
(as a percentage of average net assets)
Total
Fund
Management 12b-1 Other Operating
Fees Fee Expenses Expenses
---------- ----- -------- ---------
Lindner Dividend Fund 0.52% None 0.09% 0.61%
Lindner Growth Fund 0.43% None 0.11% 0.54%
Lindner Utility Fund 0.69% None 0.35% 1.04%
Lindner Bulwark Fund 0.99% None 0.28% 1.27%
Linder/Ryback Small-Cap Fund 0.70% None 0.95% 1.65%
Lindner International Fund<F1> 1.00% None 0.40% 1.40%
<F1> Commenced operations January 1, 1995. Amounts shown are estimates.
Example
You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return, with or without redemption at the end of each
time period:
1 year 3 years 5 years 10 years
------ ------- ------- --------
Lindner Dividend Fund $ 6 $20 $34 $ 76
Lindner Growth Fund $ 6 $17 $30 $ 68
Lindner Utility Fund $11 $33 $57 $127
Lindner Bulwark Fund $13 $40 $70 $153
Lindner/Ryback Small-Cap Fund $17 $52 $90 $195
Lindner International Fund $14 $44 $77 $168
The purpose of the above table is to assist investors in understanding the
various costs and expenses that an investor in each Fund will bear, directly
or indirectly. For a more complete discussion of the expenses connected
with an investment in each Fund and the services provided to the Funds, see
"Management of the Funds." THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF THE PAST OR FUTURE PERFORMANCE OR EXPENSES OF ANY FUND.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
FINANCIAL HIGHLIGHTS
(for a share outstanding throughout the period)
The information contained in the tables below for the fiscal year ended
June 30, 1995, has been audited by Deloitte & Touche LLP, independent
auditors, whose unqualified report appears in the Lindner Investments Annual
Report to Shareholders for the fiscal year ended June 30, 1995. This
information should be read in conjunction with each Fund's audited financial
statements, and the notes relating thereto, appearing in such Annual Report,
which are incorporated by reference into the Statement of Additional
Information. A copy of such Annual Report may be obtained upon request.
4
<PAGE>
<TABLE>
<CAPTION>
LINDNER DIVIDEND FUND<F1>
Four
Months
Ended
Period Ended February 28(29) June 30
1987 1988 1989 1990 1991 1992 1993<F2> 1994 1995 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) from
Investment Operations:
Net Asset Value Beginning
of Period $24.90 $24.49 $21.19 $23.17 $22.69 $21.56 $24.27 $27.01 $27.63 $24.96
Net Investment Income 1.85 1.68 1.71 2.02 1.92 2.15 1.72 1.88 1.93 0.95
Net Realized and Unrealized
Gains (Losses) on Invest-
ments 3.17 (1.95) 1.65 (0.30) (1.17) 2.55 2.98 1.06 (2.13) 1.05
Total from Investment
Operations 5.02 (0.27) 3.36 1.72 0.75 4.70 4.70 2.94 0.20 2.00
Distributions:
Dividends from Net Invest-
ment Income 2.17 1.87 1.32 2.19 1.86 1.99 1.86 1.74 1.90 0.96
Distributions from Net
Realized Gains from Invest-
ment Transactions 3.26 1.16 0.06 0.01 0.02 0.00 0.10 0.58 0.57 0.00
Total Distributions 5.43 3.03 1.38 2.20 1.88 1.99 1.96 2.32 2.47 0.96
Net Asset Value, End of
Period 24.49 21.19 23.17 22.69 21.56 24.27 27.01 27.63 24.96 26.00
Total Return <F3> 22.20% -0.51% 16.21% 7.48% 3.84% 22.91% 20.28% 11.19% -0.44% 8.12%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets 1.00% 1.04% 0.97% 0.87% 0.87% 0.80% 0.74% 0.64% 0.61% 0.21%
Ratio of Net Investment
Income to Average Net
Assets 7.43% 7.43% 7.57% 8.90% 8.98% 9.75% 7.10% 7.01% 7.76% 2.43%
Portfolio Turnover Rate 56.04% 16.52% 2.30% 5.47% 3.36% 24.01% 13.50% 43.20% 29.79% 11.00%
Net Assets, End of Period
(in Millions) $66 $52 $97 $142 $163 $266 $1,016 $1,532 $1,697 $1,903
<F1> Historical performance information is for Lindner Dividend Fund, Inc. ("LDFI"), the predecessor of the
Lindner Dividend Fund series of the Trust. The Lindner Dividend Fund series of the Trust succeeded to all of
the assets and liabilities of LDFI on June 30, 1995, pursuant to a reorganization approved by the shareholders
of LDFI on June 29, 1995. Financial highlight information is for the four-month period ended June 30, 1995.
<F2> On January 29, 1993, Lindner Dividend Fund changed financial advisors to Ryback Management Corporation
from Lindner Management Corporation.
<F3> Total return for periods of less than one year is not annualized. Total return is the percentage increase
in value for a period, assuming initial investment at net asset value on the day before the start of the period
and assuming all dividends and distributions were reinvested and a redemption at the net asset value on the last
day of the period.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
LINDNER GROWTH FUND<F1>
Period Ended June 30
1986 1987 1988 1989 1990 1991 1992 1993<F2> 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) from
Investment Operations:
Net Asset Value Beginning
of Period $19.00 $21.16 $19.15 $17.74 $19.66 $19.42 $17.72 $20.10 $22.32 $22.42
Net Investment Income 1.26 0.89 0.66 0.85 0.85 0.75 0.57 0.50 0.38 0.43
Net Realized and Unrealized
Gains (Losses) on Invest-
ments 1.88 2.68 0.52 1.94 0.66 (0.88) 2.47 2.40 0.71 2.66
Total from Investment
Operations 3.14 3.57 1.18 2.79 1.51 (0.13) 3.04 2.90 1.09 3.09
Distributions:
Dividends from Net Invest-
ment Income 0.11 1.49 0.98 0.69 0.91 0.86 0.66 0.53 0.46 0.34
Distributions from Net
Realized Gains from Invest-
ment Transactions 0.87 4.09 1.61 0.18 0.84 0.71 0.00 0.15 0.53 1.84
Total Distributions 0.98 5.58 2.59 0.87 1.75 1.57 0.66 0.68 0.99 2.18
Net Asset Value, End of
Period 21.16 19.15 17.74 19.66 19.42 17.72 20.10 22.32 22.42 23.33
Total Return <F3> 17.42% 22.69% 7.48% 16.51% 7.89% -0.23% 17.58% 14.87% 4.83% 14.89%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets 0.58% 0.89% 1.07% 0.92% 0.74% 0.83% 0.80% 0.80% 0.65% 0.54%
Ratio of Net Investment
Income to Average Net
Assets 5.83% 4.56% 3.76% 4.93% 4.84% 4.64% 3.05% 2.52% 1.69% 1.89%
Portfolio Turnover Rate 32.52% 39.33% 20.93% 17.81% 19.24% 12.96% 11.37% 18.71% 37.92% 24.63%
Net Assets, End of Period
(in Millions) $391 $406 $404 $535 $716 $783 $978 $1,278 $1,528 $1,446
<F1> Historical performance information is for Lindner Fund, Inc. ("LFI"), the predecessor of the Lindner
Growth Fund series of the Trust. The Lindner Growth Fund series of the Trust succeeded to all of the assets
and liabilities of LFI on June 30, 1995, pursuant to a reorganization approved by the shareholders of LDFI on
June 29, 1995.
<F2> On January 29, 1993, Lindner Growth Fund changed financial advisors to Ryback Management Corporation from
Lindner Management Corporation.
<F3> Total return for periods of less than one year is not annualized. Total return is the percentage increase
in value for a period, assuming initial investment at net asset value on the day before the start of the period
and assuming all dividends and distributions were reinvested and a redemption at the net asset value on the last
day of the period.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
LINDNER LINDNER LINDNER/RYBACK LINDNER
UTILITY BULWARK SMALL-CAP INTERNATIONAL
FUND <F1> FUND <F2> FUND <F3> FUND <F4>
Period Ended June 30
1994 1995 1994 1995 1994 1995 1995
<S> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) from
Investment Operations:
Net Asset Value Beginning
of Period $10.00 $10.02 $7.00 $7.17 $5.00 $4.79 $9.00
Net Investment Income 0.05 0.39 0.01 0.11 0.01 (0.03) 0.07
Net Realized and Unrealized
Gains (Losses) on Invest-
ments (0.01) 0.84 0.16 (0.10) (0.22) 0.71 0.02
Total from Investment
Operations 0.04 1.23 0.17 0.01 (0.21) 0.68 0.09
Distributions:
Dividends from Net Invest-
ment Income 0.02 0.39 0.00 0.05 0.00 0.01 0.00
Distributions from Net
Realized Gains from Invest-
ment Transactions 0.00 0.09 0.00 0.04 0.00 0.00 0.00
Total Distributions 0.02 0.48 0.00 0.09 0.00 0.01 0.00
Net Asset Value, End of
Period $10.02 $10.77 $7.17 $7.09 $4.79 $5.46 9.09
Total Return <F5> 0.39% 12.51% 2.43% 0.10% -4.20% 14.32% 1.00%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets 1.30% 1.04% 0.66% 1.27% 0.96% 1.65% 1.26%
Ratio of Net Investment
Income to Average Net
Assets 0.76% 3.02% 0.26% 2.45% 0.52% -0.57% 1.02%
Portfolio Turnover Rate 44.95% 190.70% 0.89% 34.98% 5.03% 158.62% 0.00%
Net Assets, End of Period
(in Millions) $11 $18 $31 $65 $5 $8 $0.3
<F1> Operations commenced on October 4, 1993.
<F2> Operations commenced on January 24, 1994.
<F3> Operations commenced on February 11, 1994.
<F4> Operations commenced on January 1, 1995.
<F5> Total return for periods of less than one year is not annualized. Total return is the percentage increase
in value for a period, assuming initial investment at net asset value on the day before the start of the period
and assuming all dividends and distributions were reinvested and a redemption at the net asset value on the last
day of the period.
</TABLE>
7
<PAGE>
LINDNER INVESTMENTS
Lindner Investments (the "Trust") is an open-end no-load management
investment company, an arrangement whereby a number of persons invest in a
company which itself invests in securities and other assets. This kind of
arrangement is commonly called a mutual fund. The Trust was organized under
the laws of the Commonwealth of Massachusetts on July 20, 1993, and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Trust's principal office is located at 7711 Carondelet Avenue,
St. Louis, Missouri 63105.
The Trust presently offers six separate series of investment portfolios,
each of which has its own investment objective and investment policies
designed to fulfill that objective, thus enabling the Trust to meet a wide
range of investment needs. The assets and liabilities of each series belong
only to, and are borne only by, that series and no other.
INVESTMENT OBJECTIVES
The investment objectives of each Fund are described below. Differences in
objectives and policies among the Funds, differences in the degree of
acceptable risk, tax considerations and the judgment of the portfolio
manager are among the factors that can be anticipated to affect the
investment return of each Fund. As a result of such differences, the
performance results of each Fund may differ even though more than one Fund
may utilize similar investment techniques. Each Fund's investment objective
may not be changed without the approval of the holders of a majority of the
outstanding shares of each Fund, which is defined in the 1940 Act to mean
the lesser of (a) 67% of the shares of the Fund at a meeting at which more
than 50% of the shares are present in person or by proxy or (b) more than
50% of the outstanding shares of the Fund.
LINDNER DIVIDEND FUND
The primary investment objective of Lindner Dividend Fund is the production
of current income. Capital appreciation is a secondary objective of the
Dividend Fund and, although a factor in investment decisions, will be sought
only in situations in which it is compatible with the primary objective.
The Dividend Fund will invest in any or all of the following kinds of
securities, named in order of preference, with each portfolio security
designed to yield substantial investment income: (1) Common stocks paying
substantial dividends which the Adviser expects to be maintained or
increased; (2) Preferred stocks or bonds convertible into common stock; (3)
Other preferred stocks or bonds; (4) Debt securities issued or guaranteed
by the United States or its agencies or instrumentalities; (5) Securities
sold by companies or institutional investors in private placement
transactions which qualify as "Rule 144A Securities"; and (6) Securities
issued by real estate investment trusts ("REITS").
8
<PAGE>
Under normal circumstances, dividend-paying common or preferred stocks will
constitute at least 65% of the Dividend Fund's total assets. For temporary
defensive purposes, however, investments in common stocks will be
substantially reduced or eliminated when the Adviser considers market or
economic conditions to be unfavorable for investment in common stocks.
Preferred stocks may be reduced or eliminated when the Adviser expects
long-term interest rates to increase. Under the circumstances described
above, these stock investments will be replaced with bonds or other debt
instruments whose interest rates and maturities are expected to provide
optimum income consistent with some protection of principal. The Dividend
Fund does not intend to purchase securities for short-term trading purposes,
but it will make changes in its portfolio to improve income or appreciation,
without regard to the length of time the security has been held.
In selecting bonds for investment, the Adviser weighs the current yield and
yield to maturity against the issuer's financial condition and earnings, but
is not limited as to investment quality. A portion of the Dividend Fund's
assets are currently invested in high-yield, high-risk debt securities
(commonly referred to as "junk bonds"). The Dividend Fund will not invest
more than 35% of its total assets in junk bonds at any time, based upon
market value at the time of investment. See "Risk Factors - Common Risks
- - High Risk/High Yield, Low-Rated Securities."
LINDNER GROWTH FUND
The primary investment objective of the Lindner Growth Fund is long-term
capital appreciation. The production of current income, although a factor
in portfolio selection, is secondary to the Growth Fund's primary objective.
In furtherance of these objectives, the Growth Fund will invest
substantially all its assets in common stocks or securities convertible into
common stocks, without regard to quality or rating. Derivative securities,
such as warrants, will not be purchased but may be retained if they are
received as distributions from the issuers of securities held by the Growth
Fund. The Growth Fund may also invest to a limited degree in (i)
nonconvertible preferred stocks and debt securities without regard to
quality or rating (but the Growth Fund will not invest more than 10% of its
total assets in junk bonds at any time), (ii) Rule 144A Securities and (iii)
securities issued by REITs. For temporary defensive purposes, when the
Adviser considers market or economic conditions to be unfavorable to
investments in common stocks, the Growth Fund may invest all or any portion
of its assets for defensive purposes in short-term United States Government
securities or other short-term debt securities, including junk bonds. Such
unfavorable conditions particularly include interest rate levels or stock
price-to-earnings ratios in excess of historical norms.
LINDNER UTILITY FUND
The primary investment objective of Lindner Utility Fund is the production
of current income. Capital appreciation is a secondary
9
<PAGE>
objective. The Utility Fund will invest in any or all of the following
kinds of securities, named in order of preference, with each portfolio
security intended, over time, to yield substantial investment income: (1)
Common stocks of domestic and foreign public utilities, including, but not
limited to, gas, electric, telecommunications, cable television, water and
energy utilities ("Utilities"); (2) Preferred stocks or bonds convertible
into common stock issued by Utilities; (3) Other preferred stocks or bonds
issued by Utilities; (4) Common stocks, preferred stocks and bonds
convertible into common stock and other preferred stocks and bonds issued
by companies other than utilities, including up to 35% of total assets in
junk bonds if it believes that doing so will result in capital appreciation
or produce income on idle cash; (5) Debt securities issued or guaranteed by
the United States or its agencies or instrumentalities; and (6) Securities
sold by companies or institutional investors in private placement
transactions which qualify as "Rule 144A" securities.
In accordance with its primary objective of producing current income,
substantially all of the Utility Fund's investments will be income producing
and, under normal circumstances, at least 65% of the Utility Fund's total
assets will be invested in common or preferred stocks issued by Utilities.
Under some circumstances, the Utility Fund may purchase securities not
paying dividends or interest at the time of purchase in anticipation that
the issuer of such securities will begin or resume the payment of dividends
or interest, as the case may be, in the foreseeable future.
For temporary defensive purposes, however, investments in common stocks may
be substantially reduced or eliminated if the Adviser considers market or
economic conditions to be unfavorable for investment in common stocks and
investment in preferred stocks may be reduced or eliminated if the Adviser
expects long-term interest rates to increase. Under the circumstances
described above, these stock investments will be replaced with bonds or
other debt instruments, including junk bonds (but only up to 35% of total
assets), whose interest rates and maturities are expected to provide optimum
income consistent with the protection of principal. Investments in
high-yield debt securities made for temporary defensive purposes will
generally emphasize those with short-term maturities in order to protect
principal and reduce the Fund's exposure to the price volatility of these
types of debt securities.
LINDNER BULWARK FUND
The primary investment objective of Lindner Bulwark Fund is capital
appreciation through investments in undervalued securities and precious
metal investments that are believed to have demonstrated a record of capital
preservation during periods of economic distress. The production of current
income is a secondary objective. The Bulwark Fund will seek to invest in
sectors and investments intended to protect against the erosion of the value
of financial assets.
The Bulwark Fund intends to operate in a manner that will cause it to be
classified as a "non-diversified" investment company, which means that at
any time, or from time to time, the Bulwark Fund may have a portfolio
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investment in securities of a single issuer or corporation that represents
more than 10% of the outstanding voting stock of such issuer or corporation.
To the extent that the Bulwark Fund invests in this manner, an investment
in the Bulwark Fund may involve greater risks than an investment in other
types of "diversified" mutual funds due to risks associated with that
particular issuer.
The Bulwark Fund will invest in any or all of the following securities and
engage in any or all of the following investment activities: (1) Publicly
traded common stocks of domestic and foreign companies engaged in the
production of precious metals and other natural resources; (2) Publicly
traded common stocks of domestic and foreign companies which can maintain
value during inflationary periods such as companies with undervalued liquid
assets, proprietary market positions, pricing flexibility and high returns
on invested capital; (3) Publicly traded preferred stocks or bonds
convertible into common stock issued by such companies; (4) Other publicly
traded preferred stocks or bonds issued by such companies, including
securities issued by REITs which are listed on a national securities
exchange or eligible to be quoted in the Nasdaq Stock Market; (5) Short
sales of securities in order to profit from declines in stock prices; (6)
Securities sold by companies or institutional investors in private placement
transactions which qualify as Rule 144A Securities; (7) All or portions of
secured or unsecured loans originally made by banks, insurance companies or
other financial institutions; (8) Debt securities issued or guaranteed by
the United States or its agencies or instrumentalities including mortgage
securities and derivatives; (9) Gold, silver or platinum bullion, or other
precious metals and precious metal options and futures; and (10) Options and
futures on any security or index.
In addition, during the period that there has been a decline of more than
10% in either the Standard & Poor's 500-stock Index or the Nasdaq Composite
Index from their respective 12-month high points, the Bulwark Fund will
concentrate its investments by investing more than 25% of its total assets
in securities of domestic and foreign companies engaged in the production
of precious metals or other natural resources. While concentrated in this
manner, the Bulwark Fund will be subject to a greater extent to the higher
than normal price volatility of such types of investments. However, the
Adviser believes that concentration in such types of securities will better
preserve capital in situations of a general market decline. At present, the
Bulwark Fund is not concentrated in these types of investments. At any time
the Adviser deems it advisable for temporary defensive purposes or to meet
redemptions, the Bulwark Fund may hold all its assets in cash or cash
equivalents, which include liquid short-term United States government
securities.
As among the several categories of investments described above, the Bulwark
Fund may invest up to 35% of its assets in bonds and other forms of debt
securities including high-risk, high-yield debt securities ("junk bonds")
if it believes that doing so will result in capital appreciation or income
on idle cash. See "Risk Factors - Common Risks - High-Risk/High-Yield,
Low-Rated Securities."
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LINDNER/RYBACK SMALL-CAP FUND
The primary investment objective of Lindner/Ryback Small-Cap Fund is capital
appreciation. The production of current income, although a factor in
portfolio selection, is secondary to the Small-Cap Fund's primary objective.
In furtherance of these objectives, the Small-Cap Fund intends to invest
substantially all its assets in common stocks or securities convertible into
common stocks, and will invest at least 65% of its total assets in companies
with a market capitalization of not more than $750 million. Market
capitalization means the total market value of a company's outstanding
common stock.
The Small-Cap Fund may invest in any or all of the following kinds of
securities: (1) Common stocks or securities convertible into common stocks;
(2) Non-convertible preferred stocks or bonds without regard to quality or
rating; (3) Debt securities issued or guaranteed by the United States or its
agencies or instrumentalities; (4) Securities sold by companies or
institutional investors in private placement transactions which qualify as
Rule 144A Securities; and (5) Securities issued by REITs which are listed
on a national securities exchange or eligible to be quoted in the Nasdaq
Stock Market.
Derivative securities, such as warrants, will not be purchased but may be
retained if they are received as distributions from the issuers of
securities held by the Small-Cap Fund. Under temporary market or economic
conditions which the Adviser considers unfavorable to investments in common
stocks, the Small-Cap Fund may invest all or any portion of its assets for
defensive purposes in short-term United States Government securities.
As among the several categories of investments described above, the
Small-Cap Fund may invest up to 20% of its assets in bonds and other forms
of debt securities including high-risk, high-yield debt securities ("junk
bonds") if it believes that doing so will result in capital appreciation or
income on idle cash. See "Risk Factors - Common Risks -
High-Risk/High-Yield, Low-Rated Securities."
LINDNER INTERNATIONAL FUND
The primary investment objective of Lindner International Fund is capital
appreciation. The production of current income, although a factor in
portfolio selection, is secondary to the International Fund's primary
objective. In furtherance of these objectives, the International Fund
intends to ordinarily invest at least 65% of its total assets in common
stocks and securities convertible into or exchangeable for common stocks of
companies that are organized and have their principal business activities
and interests outside the United States. The International Fund will invest
only in convertible securities that are rated "B" or better by Standard and
Poor's Corporation or Moody's Investors Service, Inc. (or if unrated, those
deemed by the Adviser to be of comparable quality). The International Fund
will not invest more than 20% of total assets in convertible securities that
are rated below investment grade or, if unrated, are deemed by the Adviser
to be below investment grade (i.e., junk bonds),
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based on market value at the time of investment. The International Fund
intends to be widely diversified across securities of many corporations
located in three or more foreign countries. The International Fund will
invest in emerging markets which may not yet fully reflect the potential of
the developing economy. There are no prescribed limits on geographic asset
distribution and the International Fund has the authority to invest in
securities traded in securities markets of any country in the world. In
appropriate circumstances, such as when a direct investment by the
International Fund in the securities of a particular country cannot be made,
or when the securities of another investment company are more liquid than
its underlying portfolio securities, the International Fund may, consistent
with the provisions of the 1940 Act, invest in the securities of closed-end
investment companies that invest in foreign securities. As a shareholder
of another investment company, the International Fund may indirectly bear
advisory and service fees that are in addition to the fees the International
Fund pays to its Adviser and other service providers.
The International Fund intends to invest principally in the securities of
financially strong companies that are believed to present opportunities for
growth within expanding international economies and markets through
increased earning power and improved utilization or recognition of assets.
Investment may be made in equity securities of companies of any size,
whether or not traded on a recognized securities exchange. It may invest
in companies whose earnings are believed by the Adviser to be in a
relatively strong growth trend, or in companies in which significant further
growth is not anticipated but whose market value is thought by the Adviser
to be undervalued. It may invest in small and relatively less well-known
companies, which may have more restricted product lines or more limited
financial resources than larger, more established companies and may be more
severely affected by economic downturns or other adverse developments.
Trading volume of these companies' securities may also be low and their
market values volatile.
Although it is the policy of the International Fund to purchase and hold
securities for capital appreciation, changes in the portfolio of the
International Fund generally will be made whenever its portfolio manager
believes they are advisable. Portfolio changes may result from liquidity
needs, securities having reached a price or yield objective, anticipated
changes in interest rates or the credit standing of an issuer, or by reason
of economic or other developments not foreseen at the time of the investment
decision. Because the investment changes usually will be made without
reference to the length of time a security has been held, a significant
number of short-term transactions may result.
To a limited extent, the International Fund may engage in short-term
transactions if such transactions further its primary investment objective.
The International Fund may sell one security and simultaneously purchase
another of comparable quality or simultaneously purchase and sell the same
security to take advantage of short-term differentials in bond yields or
otherwise purchase individual securities in anticipation of relatively
short-term price gains. The rate of
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portfolio turnover will not be a determining factor in the purchase and sale
of such securities, and the portfolio turnover rate of the International
Fund may exceed 100%, which is higher than most equity mutual funds.
However, the Adviser does not expect the annual portfolio turnover rate of
the International Fund to exceed 150%. To the extent short-term trading
results in the realization of short-term capital gains, shareholders will
be taxed on such gains at ordinary income tax rates. However, certain tax
rules may restrict the International Fund's ability to sell securities in
some circumstances when the security has been held for less than three
months. Increased portfolio turnover necessarily results in correspondingly
higher costs including brokerage commissions, dealer mark-ups and other
transaction costs on the sale of securities and reinvestment in other
securities, and may result in the acceleration of taxable gains.
For temporary defensive purposes, when the Adviser considers market or
economic conditions to be unfavorable to investments in common stocks, the
International Fund may invest all or any portion of its assets for defensive
purposes in short-term United States Government securities or in short-term
foreign government, government agency and in other government entity
securities as well as other investment grade short-term securities,
including repurchase agreements.
INVESTMENT RESTRICTIONS
The investment restrictions listed below are among the restrictions that
have been adopted by the Funds as fundamental policies. See "Investment
Objectives and Policies" in the Statement of Additional Information.
FOREIGN SECURITIES
Under normal circumstances, Lindner International Fund expects to invest at
least 65% of its assets in foreign securities. For Lindner Utility Fund and
Lindner Bulwark Fund, holdings in foreign securities will be limited to 35%
of each Fund's net assets, including a limit of 10% of each Fund's net
assets in securities primarily traded in the markets of any one country.
As an operating policy, Lindner Growth Fund and Lindner/Ryback Small-Cap
Fund may invest up to 25% of net assets in foreign securities; however,
these limitations are not fundamental policies and may be changed without
the consent of the holders of the majority of such Fund's outstanding voting
securities. See "Risk Factors - Foreign Securities."
ILLIQUID SECURITIES
Lindner Utility Fund and Lindner/Ryback Small-Cap Fund are prohibited from
investing in illiquid securities. All other Funds may invest up to 15% of
their net assets in securities that are considered illiquid. However, Rule
144A Securities are generally not considered illiquid securities and all
Funds may invest up to 25% of net assets in Rule 144A Securities.
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DIVERSIFICATION
All Funds except Lindner Bulwark Fund qualify as a "diversified"
investment company under the 1940 Act, which means that these Funds will not
purchase a security of any single issuer (except U.S. Government securities)
if (i) it would cause the Fund to own more than 10% of the voting securities
of that issuer or (ii) it would cause the Fund's holdings of that issuer to
amount to more than 5% of its total assets. As a fundamental policy,
Lindner Bulwark Fund also will not invest in the securities of any single
issuer (except U.S. Government securities) if it would cause the Bulwark
Fund's holding of that issuer to amount to more than 5% of the Bulwark
Fund's total assets. However, the Bulwark Fund may acquire more than 10%
of the voting securities of a single issuer. In such event, an investment
in the Bulwark Fund may present a greater risk to the holder since the
Bulwark Fund's performance would be more closely tied to that of such issuer
company.
CONCENTRATION
Except as set forth below, the Funds may not invest more than 25% of total
assets in securities of issuers within any one industry. Lindner Dividend
Fund may invest up to 40% of its total assets in securities of electric and
gas utilities (but not more than 25% of its total assets in either one of
these industries). Lindner Utility Fund will invest more than 25% of its
assets in Utilities, and will, under normal circumstances, have at least 65%
of its assets so invested. In addition, Lindner Bulwark Fund will
concentrate its investments by investing more than 25% of its total assets
in securities of domestic and foreign companies engaged in the production
of precious metals or other natural resources when there has been a decline
of more than 10% in either the Standard & Poor's 500 Composite Stock Price
Index or the Nasdaq Composite Index from their respective 12-month high
points.
SHORT SALES
Except for Lindner Bulwark Fund, none of the Funds may engage in short sales
of securities unless they own or have the right to acquire, without the
payment of further consideration, an approximately equal amount of such
securities ("short sales against the box"). On the other hand, Lindner
Bulwark Fund may engage in short sales of securities with a total market
value of up to 25% of the Bulwark Fund's total assets, excluding short sales
against the box as described above.
REAL ESTATE
None of the Funds may purchase or sell interests in real estate. However,
Lindner Dividend Fund, Lindner Growth Fund and Lindner Bulwark Fund may each
invest up to 25% of their total assets in REITs whose shares are listed for
trading on a national securities exchange or eligible to be quoted in the
Nasdaq Stock Market, while Lindner/Ryback Small-Cap Fund and Lindner
International Fund are limited to investing in REITs to no more than 15% of
total assets.
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BORROWING
Lindner Dividend Fund, Lindner Utility Fund, Lindner/Ryback Small-Cap Fund
and Lindner International Fund may not borrow money, except from banks for
temporary or emergency purposes and not for investment leveraging, provided
that bank borrowings in the aggregate may not exceed 5% of the total assets.
On the other hand, Lindner Growth Fund and Lindner Bulwark Fund may borrow
from banks for any purpose, including investment leveraging, but borrowing
may not exceed 12-1/2% of total assets in the case of Lindner Growth Fund
or 20% of total assets in the case of Lindner Bulwark Fund (including the
amount borrowed) at the time of such borrowing.
If a percentage restriction for any Fund is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a
change in values of portfolio investments or the amount of total or net
assets of that Fund will not be considered a violation of any of the
foregoing restrictions.
RISK FACTORS
For a further discussion of investment techniques and the risks associated
with them, see the Statement of Additional Information.
COMMON RISKS
RULE 144A SECURITIES. As noted above, some of the securities purchased by
the Funds may be in the form of securities sold by issuers or institutional
investors in private placement transactions which qualify as "Rule 144A
securities." Rule 144A securities are subject to certain legal or
contractual restrictions on their resale, which might prevent their sale at
a time when a sale would otherwise be desirable. The National Association
of Securities Dealers ("NASD") maintains a computerized market in certain
Rule 144A securities (known as the "PORTAL Market"). For many other Rule
144A securities there is an active secondary trading market maintained by
large, national broker-dealers who provide continuous bid and asked
quotations for such securities. The Adviser limits the investments of each
Fund in Rule 144A securities to those which are traded in the PORTAL Market
or for which such national broker-dealers make a market. In the opinion of
the Trust's Board of Trustees, these limitations on investments in Rule 144A
securities make such investments liquid rather than illiquid in nature.
Notwithstanding such determination, Rule 144A securities bear an additional
risk of lesser liquidity under adverse market conditions.
REITs. All of the Funds except the Utility Fund may invest in REITs whose
shares are listed for trading on a national securities exchange or eligible
to be quoted in the Nasdaq Stock Market. REITs are entities that pool
monies raised from investors to purchase commercial, industrial and/or
residential real estate and, in some cases, to make mortgage loans secured
by such properties. As a result, an investor in a REIT has, in effect,
purchased an undivided interest in all of the real estate or mortgage loans
owned by the REIT, thus spreading the investor's risk, much as the purchase
of shares in a mutual fund spreads
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the investor's risk among securities issued by several entities.
Nevertheless, investment in a REIT carries with it the risks inherent in any
real estate investment including, but not limited to, declines in real
estate values, credit risks relative to the lessees' or borrowers' ability
to pay the underlying lease or mortgage obligations and risks associated
with environmental problems involving the real estate owned by the REIT.
Typically, the REIT is the owner of the real estate and leases it, pursuant
to long term written leases, to the users thereof or makes a mortgage loan
to the user to enable the user to purchase the property. The rental income
earned by a REIT, less operating and certain other expenses not paid by the
lessees, and interest received on mortgage loans, become the net income of
the REIT, substantially all of which is required under the Internal Revenue
Code to be distributed to the REIT's shareholders, thus avoiding taxation
at the REIT level.
FOREIGN SECURITIES. Investments in foreign securities, including those of
foreign governments, involve risks that are different in some respects from
investments in securities of U.S. issuers, such as the risk of fluctuations
in the value of the currencies in which they are denominated, a heightened
risk of adverse political and economic developments and, with respect to
certain countries, the possibility of expropriation, nationalization of
confiscatory taxation or limitations on the removal of funds or other
assets. Securities of some foreign companies are less liquid and more
volatile than securities of comparable domestic companies. There also may
be less publicly available information about foreign issuers than domestic
issuers, and foreign issuers generally are not subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements applicable to domestic issuers. Certain markets may require
payment for securities before delivery. There may be limited legal recourse
against an issuer in the event of an default on a debt instrument. Delays
may be encountered in settling securities transactions in certain foreign
markets and a Fund will incur costs in converting foreign currencies into
U.S. dollars. Bank custody charges are generally higher for foreign
securities. American Depositary Receipts, which are traded on national
securities exchanges in the United States and represent an ownership
interest in a foreign issuer, do not involve the same direct currency and
liquidity risks as foreign securities.
The considerations noted above may be intensified in the case of investments
in developing countries or countries with limited or developing capital
markets. In particular, developing countries may have relatively unstable
governments, economies based on only a few industries and securities markets
that trade a small number of securities. Securities of issuers located in
developing countries may have limited marketability and may be subject to
more abrupt or erratic price fluctuations.
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At times, foreign securities may be listed on foreign exchanges or traded
in foreign markets which are open on days (such as Saturday) when a Fund
does not compute its price or accept orders for the purchase, redemption or
exchange of its shares. As a result, the net asset value of a Fund may be
significantly affected by trading on days when shareholders cannot make
transactions.
The share price of a Fund that invests in foreign securities will reflect
movements of both the prices of the portfolio securities and the currencies
in which such securities are denominated. A Fund's foreign investments may
cause changes in share price that have a low correlation with movements in
the U.S. markets. Because most foreign securities will be denominated in
foreign currencies, or otherwise will have values that depend on the
performance of foreign currencies relative to the U.S. dollar, the relative
strength of the U.S. dollar may be an important factor in performance,
depending on the extent of a Fund's foreign investments.
The current investment policy for the International Fund provides that it
may conduct foreign currency exchange transactions on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign exchange currency market,
or on a forward basis to "lock in" the U.S. Dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying transactions, the International Fund attempts to protect itself
against possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the applicable foreign currency during the
period between the date the security is purchased or sold and the date such
payments are made or received.
Lindner International Fund is permitted to enter into forward contracts for
hedging purposes. When the Adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar (or sometimes against another currency), the International Fund is
permitted to enter into forward contracts to sell, for a fixed-dollar or
other currency amount, foreign currency approximating the value of some or
all of its portfolio securities denominated in that currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible. The future value of such
securities in foreign currencies changes as a consequence of market
movements in the value of those securities between the date the contract is
entered into and the date it expires.
HIGH-RISK/HIGH-YIELD, LOW-RATED SECURITIES ("JUNK BONDS"). The Appendix to
this Prospectus contains a description of ratings assigned to corporate debt
securities by Standard & Poor's Corporation ("S&P") and Moody's Investors
Services, Inc. ("Moody's"). The respective ratings assigned by S&P and
Moody's express each organization's opinion as to the timely payment of
principal and interest. Generally, securities that are rated lower than BBB
by S&P or Baa by Moody's (or bonds that are unrated) are considered to be
below investment grade. Securities rated lower than investment grade may
be of predominately speculative character and the issuer's ability to make
timely payments of principal and interest may be subject to material
contingencies. The absence of a
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rating for any particular security may be caused by an application for
rating not being submitted, the issue belonging to a group of securities or
companies that are not rated as a matter of policy, there being a lack of
essential data pertaining to the issue or the issue having been privately
placed.
In selecting high-risk, high-yield securities, the Adviser will supplement
assigned ratings, if any, with independent and ongoing review of credit
quality. The Adviser will consider numerous factors in reaching an
investment decision, including the yield, the issuer's creditworthiness,
overall rate of return, strength of management, responsiveness to business
conditions, and current and anticipated results of operations.
High-Risk, high-yield securities are subject to certain risks that may not
be present with investments in investment grade bonds, including not only
credit risk, but also potentially greater market volatility and less
liquidity. Many issuers of high-yield securities have recently been
affected by adverse economic and market conditions. Further economic
downturn or a significant rise in interest rates is likely to adversely
affect the high-yield market, affecting both price and liquidity. In
addition, further economic downtown would likely affect the ability of
issuers to pay principal and interest, thereby causing an increased default
rate.
Yields and market values of high-risk, high-yield securities will fluctuate
over time, reflecting not only changing interest rates but the market's
perception of credit quality and the outlook for economic growth. When
economic conditions appear to be deteriorating, lower rated securities are
likely to decline in value due to heightened concern over credit quality,
regardless of prevailing interest rates.
Under adverse economic conditions, the liquidity of the secondary market for
high-risk, high-yield securities may be significantly reduced. Even under
normal conditions, the market for high-yield securities may be less liquid
than the market for investment grade securities. There are fewer securities
dealers in the high-yield market, and purchasers of high-yield securities
are concentrated among a smaller group of securities dealers and
institutional investors. In periods of reduced market liquidity, the market
for high-yield securities may become more volatile and there may be
significant disparities in the prices quoted for high-yield securities by
various dealers. Under conditions of increased volatility and reduced
liquidity, it would become more difficult for the Fund to value its
portfolio securities accurately because there might be less reliable,
objective data available.
Prices for high-risk, high-yield securities may also be affected by
legislative and regulatory developments. For example, federal rules
promulgated in reaction to the savings and loan crises require that savings
and loans gradually reduce their holdings of high-yield securities.
Congress has also periodically considered legislation to restrict or
eliminate the corporate tax deduction for interest payments or to regulate
corporate restructurings such as takeovers, mergers or leveraged buyouts.
Such legislation may significantly depress the prices of outstanding
high-yield securities.
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For the fiscal year ended June 30, 1995, based on the dollar weighted
average of credit rating of all bonds held during the fiscal year, computed
on a monthly basis, the Dividend Fund held 5.66% of its total investments
in bond rated B by S&P; 4.19% in bonds rated B+ by S&P; 0.72% in bonds rated
B- by S&P; 1.99% in bonds rated BB by S&P; 0.81% in bonds rated BB+ by S&P;
4.20% in bonds rated BB- by S&P; 0.78% in bonds rated BBB by S&P; 0.93% in
bonds rated BBB- by S&P; 0.18% in bonds rated CCC+ by S&P; 0.62% in bonds
rated D by S&P; and 7.93% in unrated bonds. (Bonds rated by both S&P and
Moody's are reflected in the foregoing data using the Moody's credit
rating.) Accordingly, based on the dollar weighted average of credit
ratings of all bonds held during such fiscal year, computed on a month
basis, the Fund held 28.01% of its total investments in high-yield
securities.
LENDING OF SECURITIES. To realize additional income, each of the Funds
except Lindner Utility Fund may lend their portfolio securities to brokers,
dealers and other financial institutions pursuant to agreements requiring
the loans to be continuously secured by collateral at least equal at all
times to the value of the securities lent, marked-to-market on a daily
basis. The collateral will consist of cash or cash equivalents (e.g.,
United States government securities). While the securities are being lent,
these Funds will continue to receive the equivalent of the dividends or
interest earned on the securities. The risks in lending securities consist
of possible delays in receiving additional collateral or in the return of
the securities or loss of rights in the collateral in the event the borrower
fails financially. Loans of securities will only be made to borrowers
deemed by the Adviser to be creditworthy and will not be made unless, in the
judgment of the Adviser, the additional income to be earned through the
making of such loans is sufficient to justify the risk.
GENERAL. There is no assurance that any Fund's objectives will be met or
that there will not be substantial losses in any given investment. Also,
at any time, the value of each of the Fund's shares may be more or less than
the investor's cost. The Funds are not intended for investors who have as
their objective assured conservation of capital. The policies of each Fund
prohibit investments in securities issued by a broker-dealer that executes
the Fund's portfolio brokerage transactions.
Each of the Funds anticipates that its annual portfolio turnover rates will
remain below 75%, except that the International Fund may have an annual
portfolio turnover rate in excess of 100% (but the Adviser does not expect
this rate to exceed 150%).
LINDNER DIVIDEND FUND and LINDNER UTILITY FUND
PUBLIC UTILITIES. Public utilities have in the past been a desirable
investment and have historically been relatively stable investments that pay
substantial dividends and involve limited risks. Investments in public
utility securities are, however, subject to certain risks and uncertainties
inherent in such businesses, including, but not limited
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to, environmental matters, prices of and availability of fuels, and the
risks associated with the financing, construction and operation of
nuclear-powered electric generating facilities.
In addition, the rates that public utilities may charge customers and the
return they may pay investors are subject to public regulation. Some
utilities continue to encounter difficulties in persuading regulatory
authorities to grant requested rate increases. Voters in some jurisdictions
may also be able to use initiative or referendum measures to limit the rates
utilities charge. The Financial Accounting Standards Board has promulgated
changes in accounting rules which may result in significant write-downs in
asset values and reduction in earnings of some utility companies.
Under normal circumstances, common or preferred stocks will constitute at
least 65% of the Utility Fund's total assets. For temporary defensive
purposes, however, investments in common stocks may be substantially reduced
or eliminated if the Adviser considers market or economic conditions to be
unfavorable for investment in common stocks. Investment in preferred stocks
may be reduced or eliminated if the Adviser expects long-term interest rates
to increase. Under the circumstances described above, these stock
investments will be replaced with bonds or other debt instruments whose
interest rates and maturities are expected to provide optimum income
consistent with the protection of principal.
LINDNER GROWTH FUND and LINDNER BULWARK FUND
BORROWING BY THE FUNDS (LEVERAGE). Lindner Growth Fund and Lindner Bulwark
Fund may, from time to time, borrow from banks or other lending institutions
and pledge their assets in connection with such borrowings. Any investment
gains made with the additional monies in excess of interest paid will cause
the net asset value of the Fund's shares to rise further than would
otherwise be the case. On the other hand, if the investment performance of
the additional securities purchased fails to cover their cost (including
interest paid on the money borrowed), the net asset value of the Fund's
shares will decrease further than would otherwise be the case. This is the
speculative factor known as "leverage". The amount borrowed at any point
in time will not, however, exceed 12-1/2% of the Growth Fund's total assets
or 20% of the Bulwark Fund's total assets. If due to market fluctuations
or other reasons the value of the Fund's assets (including the amount
borrowed) less its liabilities (not including any borrowings but including
the fair market value at the time of computation of any securities with
respect to which there are open short positions) falls below three times the
Fund's outstanding bank debt, the Fund is required by the 1940 Act to reduce
the debt to one-third of its assets within three days (not including Sundays
and holidays). To do this, the Fund may have to sell a portion of its
investments at a time when it may be disadvantageous to do so. Further, the
interest paid on money borrowed could exceed the total return realized from
the investment purchased with the borrowed funds.
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LINDNER BULWARK FUND
SHORT SALES. To reduce Lindner Bulwark Fund's exposure to market
volatility, particularly in periods of market decline, the Bulwark Fund may
make short sales, which are transactions in which the Bulwark Fund sells a
security it does not own in anticipation of a decline in the market value
of that security. To complete such a transaction, the Bulwark Fund must
borrow the security to make delivery to the buyer. There are additional
risks associated with the short sale of a security including, theoretically,
unlimited loss on a short sale. However, the Bulwark Fund's short sales
will be broadly diversified and closely monitored. No securities will be
sold short if, after effect is given to any such short sale, the total
market value of all securities sold short would exceed 25% of the value of
the Bulwark Fund's net assets. This limitation does not include short sales
that are "against-the-box", a transaction in which the Bulwark Fund
purchases a security which the Bulwark Fund has previously sold short, and
holds both the long and short position.
Lindner Bulwark Fund may sell a security short if it expects a price
decline, borrowing the same type of security from a broker or other
institutional investor. On short sales, a profit or loss is realized
depending upon whether the market price of the security sold short decreases
or increases between the date of the short sale and the date the borrowed
security must be replaced. All short sales will be fully collateralized.
Lindner Bulwark Fund will incur a loss upon the short sale of a security if
the price of the security increases between the date of the short sale and
the date the borrowed security is replaced. Short selling is considered a
speculative investment strategy as, unlike in a long purchase where the
investor cannot lose more than the purchase price, there is no theoretical
limit to potential losses on a short sale.
LOANS AND LOAN PARTICIPATIONS. Lindner Bulwark Fund may, from time to time,
purchase at a discount from the principal amount due, all or a portion of
one or more secured or unsecured loans originally made to corporations by
banks, insurance companies or other financial institutions. The obligors
on such loans may be in reorganization or financial restructuring. Such
indebtedness will be acquired only after the Bulwark Fund's Adviser makes
an independent analysis and evaluation of the credit risks involved and only
under circumstances where the original lender or some other financial
institution remains obligated to monitor the collateral securing such loan,
if any. Indebtedness of this type bears investment risks similar to
high-yield securities (see "Common Risks - High-Risk/High-Yield, Low-Rated
Securities") but generally are less liquid. Therefore, the Bulwark Fund
will not purchase such commercial loans if, following their purchase, such
loans and other illiquid assets owned by the Bulwark Fund exceed 15% of the
Fund's net assets.
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BULLION AND OTHER PRECIOUS METALS. Lindner Bulwark Fund may invest not more
than 25% of its total assets in gold, silver or platinum bullion. The
Bulwark Fund will not invest in precious metal options and futures that are
not for hedging purchases if the aggregate initial margins and premiums
exceeds 5% of the Bulwark Fund's net assets. The Bulwark Fund may purchase
precious metals in any form, including bullion and coins, provided that the
Adviser intends to purchase only those forms of precious metals that are
readily marketable and that can be stored in accordance with custody
regulations applicable to mutual funds. The Bulwark Fund may incur higher
custody and transaction costs for precious metals than for securities.
Also, precious metals investments do not pay income. As a further limit on
precious metals investment, under current federal tax law, gains from
selling precious metals may not exceed 10% of the Bulwark Fund's annual
gross income.
OPTIONS AND FUTURES CONTRACTS. Lindner Bulwark Fund may buy and sell
options in order to manage its exposure to changing security prices and
interest rates. Options and futures' strategies such as selling futures,
buying puts and writing calls are intended to hedge the Bulwark Fund against
price fluctuations in periods of general market declines. The purchase of
futures, calls and the writing of puts are intended to increase the Bulwark
Fund's market exposure and will be utilized to a much lesser degree.
Options and futures may be combined with each other in order to adjust the
risk and return characteristics of the overall strategy. The Bulwark Fund
may invest in options and futures based on any type of security or index,
including options and futures traded on foreign exchanges and options not
traded on exchanges.
Options and futures are volatile investments and involve risks which may
lower the Bulwark Fund's return. Options and futures not traded on
exchanges or traded on foreign exchanges are not regulated by U.S.
authorities and may offer less liquidity and less protection to the Bulwark
Fund if the other party to the contract defaults. The Bulwark Fund could
experience losses on its options and futures positions if they do not
correspond to the market's direction or if it could not close out its
positions because of illiquid markets. The purchase of options involves the
payment of a premium to the value of the underlying security or index which
will be lost if the price of the underlying instrument is unchanged or moves
in an adverse direction during the options finite life. The Bulwark Fund
will not hedge more than 25% of its total assets by selling futures, writing
calls or purchasing puts under normal conditions nor will the Bulwark Fund
buy futures or write puts whose underlying value exceeds 25% of its total
assets. Additionally, the Bulwark Fund will not purchase put or call
options on investment securities with an aggregate value exceeding 5% of its
total assets, nor will the Bulwark Fund enter into futures or option
contracts with respect to precious metals that are not for hedging purposes
if the aggregate initial margins for such futures or option contracts exceed
5% of the Bulwark Fund's net assets.
MORTGAGE-BACKED SECURITIES AND MORTGAGE DERIVATIVES. Lindner Bulwark Fund
may also invest in mortgage-backed securities and mortgage derivative
securities such as "Interest Only" securities whose value fluctuates greatly
with changes in interest rates. The purchase of
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Interest Only securities and similar mortgage derivatives is intended to
protect the Fund in a rising interest rate environment. The Bulwark Fund
will not invest more than 10% of its total assets in such mortgage-backed
and mortgage derivative securities. In addition, any investments in
Interest Only mortgage derivative securities will be deemed to be
investments in illiquid securities under the Bulwark Fund's fundamental
investment policies.
INDEXED SECURITIES. Although it has no present intention to do so, Lindner
Bulwark Fund may purchase securities whose prices are indexed to the prices
of other securities, securities indices, currencies, precious metals or
other commodities, or other financial indicators. Indexed securities
typically, but not always, are debt securities or deposits whose value at
maturity or coupon rate is determined by reference to a specific instrument
or statistic. The performance of indexed securities depends to a great
extent on the performance of the security, currency, commodity or other
instrument to which they are indexed, and also may be influenced by interest
rate changes in the U.S. and abroad. At the same time, indexed securities
are subject to the credit risks associated with the issuer of the security,
and their values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies.
OTHER RISKS. There are various other risks associated with an investment
in Lindner Bulwark Fund, which, include, among others, the following:
--Fluctuations in the Prices of Precious Metals. Gold and other
precious metals are commodities sold in an international market and
their prices may be affected by rapidly changing international
policies and events. As a result, the prices of gold and other
precious metals have been subject to dramatic price movement, upwards
and downwards, over short periods of time. Such price movements will
also affect the price of securities issued by companies engaged in
the production of precious metals and other natural resources.
--Concentration of Source of Gold Supply. The United States and the
Republic of South Africa are the two largest producers of gold
bullion. Present political and economic uncertainties in the
Republic of South Africa could increase the volatility of gold
bullion prices and have a collateral affect of the prices of other
precious metals.
--Lack of diversification. The intention of the Bulwark Fund to
invest up to 25% of its total assets in the securities of companies
associated with the production of precious metals and other natural
resources and up to 25% of its total assets directly in precious
metals will concentrate the Bulwark Fund's investments in a limited
number of similar industry segments. This lack of diversification
could increase the risk associated with an investment in the Fund.
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LINDNER/RYBACK SMALL-CAP FUND
SMALL-CAP COMPANIES. Small-Cap company securities generally are considered
to offer greater potential for appreciation than securities of companies
with larger capitalizations. Since most small-cap company stocks pay low
or no dividends, investment returns are expected to be achieved through
capital appreciation, rather than income. These securities may also have
a higher degree of price volatility, because most are not as broadly traded
as those of larger companies. However, securities of smaller companies are
less researched and often overlooked and undervalued by investors, which may
present greater opportunities for capital appreciation.
LINDNER INTERNATIONAL FUND
REPURCHASE AGREEMENTS. The International Fund may enter into repurchase
agreements. A repurchase agreement involves the purchase of a security and
simultaneous agreement (generally by a bank or dealer) to repurchase that
security back from the International Fund at a specified price and date or
upon demand. This technique offers a method of earning income on idle cash.
The repurchase agreement is effectively secured by the value of the
underlying security. A risk associated with repurchase agreements is the
failure of the seller to repurchase the securities as agreed, which may
cause the International Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market. In
the event of bankruptcy or insolvency of the seller, the International Fund
may encounter delays and incur costs in liquidating the underlying security.
The International Fund will not invest in repurchase agreements maturing in
more than seven days. In addition, repurchase agreements will be structured
in a manner reasonably designed to collateralize fully the International
Fund's loan; the value of the purchased security will be monitored daily to
assure that it is at least equal to the amount of the loan plus accrued
interest earned thereon.
MANAGEMENT OF THE TRUST
Each Fund is a separate series of Lindner Investments (the "Trust")
which is an open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). The business and affairs
of the Funds are managed under the direction of the Trust's Board of
Trustees. In approving the use of a single combined prospectus, the
Trustees considered the possibility that one Fund might be liable for
misstatements in this Prospectus regarding information concerning another
Fund. Information about the Trustees and executive officers of the Trust
may be found in the Statement of Additional Information.
INVESTMENT ADVISER
Ryback Management Corporation (the "Adviser" or "Ryback Management") serves
as investment adviser to each Fund. The Adviser is a Michigan corporation
formed in 1992. In 1993, the Adviser acquired the assets
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and business of Lindner Management Corporation, which had served as the
adviser to the Lindner Fund, Inc., and the Lindner Dividend Fund, Inc.,
since their inception, predecessor funds to the Lindner Dividend Fund series
and the Lindner Growth Fund series of the Trust. The Adviser's business
address is 7711 Carondelet Avenue, Suite 700, St. Louis, Missouri 63105.
The Adviser is registered as an investment adviser with the Securities and
Exchange Commission and the State of Missouri. Ryback Management is also
registered as a stock transfer agent with the Securities and Exchange
Commission. Ryback Management is controlled by three irrevocable trusts
u/t/a dated October 14, 1992 (the "Valassis Trusts") which as of June 30,
1995 owned 90% of the voting securities of the Adviser. The Valassis Trusts
are investment entities formed for the benefit of the members of the George
Valassis family. The remaining 10% of the stock of the Adviser is owned by
Eric Ryback, the President of the Adviser. As of June 30, 1995 the Adviser
managed over $3.2 billion of assets.
Eric E. Ryback has been the manager of Lindner Dividend Fund and its
predecessor since 1984 and the manager of Lindner Utility Fund and
Lindner/Ryback Small-Cap Fund since their inceptions in October 1993 and
January 1994, respectively. Mr. Ryback and Lawrence G. Callahan are
co-managers of Lindner Bulwark Fund and have been since its inception in
February 1994. Mr. Ryback, Mr. Callahan and Robert A. Lange are co-managers
of Lindner Growth Fund and its predecessor (Mr. Ryback since 1984, Mr.
Callahan since 1993 and Mr. Lange since 1977). Mr. Ryback and Mr. Lange
have also been co-managers of Lindner International Fund since its inception
in January 1995.
Under Advisory Contracts with the Trust approved by its shareholders on
September 23, 1993, February 11, 1994, December 29, 1994, and June 29, 1995,
the Adviser provides each Fund with investment advisory services, office
space and personnel. The Adviser also pays the salaries and fees of the
Trust's officers and directors who are interested persons of the Trust, the
charges for all clerical services relating to the Funds' investments, and
all promotional expenses of each Fund, including the printing and mailing
of the prospectus to persons other than current shareholders.
Each Fund pays all of its other costs and expenses including interest,
taxes, fees of directors who are not interested persons of the Trust,
administrative expenses related directly to the issuance and redemption of
shares (such as expenses of registering or qualifying shares for sale,
charges of custodians, transfer agents, and registrars), costs of printing
and mailing reports and notices to shareholders, charges for auditing
services and legal services, and other fees and commissions of every kind
not expressly assumed by the Adviser. The Trust's expenses are, however,
limited by an excess expense reimbursement provision in the Advisory
Contracts. For the Dividend Fund and Growth Fund, if the ratio of annual
operating and management expenses (excluding taxes and interest) exceeds
1-1/2% of the first $30 million of its average net assets, plus 1% of the
excess of $30 million of average net assets, the Advisory Contract requires
the Adviser to reimburse that Fund for any such excess on a quarterly basis.
For all other Funds, if the amount of
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annual operating and management expenses (excluding taxes and interest)
exceeds the most stringent limitation imposed by state law on expense
limitations in a state in which that Fund's shares are qualified for sale,
the Advisory Contracts require the Adviser to reimburse that Fund for any
such excess.
The Dividend Fund pays a fee to the Adviser on an annualized basis (before
any reimbursement of expenses) of 7/10 of 1% on the first $50,000,000, 6/10
of 1% of the next $150,000,000 and 5/10 of 1% on the excess of $200,000,000
of average net assets.
The Growth Fund pays a basic fee to the Adviser (before any reimbursement
of expenses) of 0.7% per annum of the first $50 million of average net
assets of the Growth Fund, plus 0.6% of the next $350 million and 0.5% of
the excess over $400 million, subject to increase or decrease (performance
bonus or penalty), depending on the Growth Fund's investment performance
compared with the investment record of the Standard & Poor's 500 Stock
Composite Index. The maximum fee possible, assuming maximum performance,
is 0.9% of the first $50 million of average net assets, 0.8% of the next
$350 million and 0.7% of the excess over $400 million. The smallest fee
possible, assuming poorest performance, is 0.5% of the first $50 million of
average net assets, 0.4% for the next $350 million and 0.3% of the excess
over $400 million.
For Lindner Utility Fund and Lindner/Ryback Small-Cap Fund, the Adviser
will receive a monthly management fee (before reimbursement of expenses to
each Fund, if any) equal to 1/12th of 7/10 of 1% on the first $50,000,000,
1/12th of 6/10ths of 1% of the next $150,000,000 and 1/12th of 5/10ths of
1% of the excess of $200,000,000 of average daily net assets. For Lindner
Bulwark Fund and Lindner International Fund, the Adviser will receive a
monthly management fee (before reimbursement of expenses to the Fund, if
any) equal to 1/12th of 1% of average daily net assets of the Fund. The
management fees for the Bulwark Fund and the International Fund are
considered higher than the fees paid by most other mutual funds, and are
believed to be warranted in view of the wide scope of specialized investment
activities contemplated by the Adviser for these two Funds.
TRANSFER AND DIVIDEND PAYING AGENT
Ryback Management acts as the Funds' transfer and dividend paying agent.
Ryback Management provides these services under an Agency Agreement approved
by shareholders of the Trust on September 23, 1993. Under the Agency
Agreement each Fund pays Ryback Management a fee of $0.75 per shareholder
account per month plus reimbursement of all costs.
CUSTODIANS
Star Bank, N.A. ("Star Bank"), Cincinnati, Ohio, acts as custodian of all
cash and domestic securities of all Funds. Star Bank receives a monthly fee
for each Fund based on monthly average net assets of all Funds, which fee
is allocated among the Funds on the basis of their net
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asset value. The Chase Manhattan Bank, N.A. ("Chase") serves as the Funds'
custodian of foreign securities and precious metals. Chase charges
custodian fees on a sliding scale depending on the countries in which each
Fund is invested. Precious metal safekeeping charges are based on the
amount being stored, while charges for options and futures contracts are
made on a per transaction basis. The Custodians are also responsible for
the settlement of security trades and the collection of dividends and
interest due each Fund. Their custody does not involve advice or decisions
as to the purchase or sale of portfolio securities.
INDEPENDENT AUDITORS
Deloitte & Touche LLP, independent auditors, St. Louis, Missouri, provides
regular audit services to the Funds. Regular audit services include, but
are not limited to, audits of the annual financial statements of the Funds
and consultations relating to accounting and financial reporting.
DIVIDENDS, DISTRIBUTION AND TAXES
PAYMENT OF DIVIDENDS AND DISTRIBUTIONS
The policy of Lindner Growth Fund, Lindner Bulwark Fund, Lindner/Ryback
Small-Cap Fund and Lindner International Fund is to declare annual dividends
from net investment income and from net realized capital gains, if any, in
late September, following the end of the fiscal year of these Funds. The
policy of Lindner Dividend Fund and Lindner Utility Fund is to distribute
substantially all of its net investment income through the payment of
quarterly dividends in July, October, January and April, within 15 days
after the respective record dates. Net realized capital gains, if any, will
be distributed by Lindner Dividend Fund and Lindner Utility Fund in late
September, following the end of the fiscal year of the Fund.
Each Fund's fiscal year ends on June 30. However, a mutual fund is required
to distribute on a calendar year basis at least 98% of its ordinary income
for each calendar year and 98% of net capital gains realized (if any) in the
12 month period beginning November 1 and ending October 31 in order to avoid
an excise tax. Therefore, the Funds may declare additional dividends from
net investment income and from net realized capital gains in the latter part
of each December. If a Fund declares a dividend and/or capital gain
distribution in October, November, or December made payable to shareholders
of record in such month which is paid during January of the following year,
such distribution is considered taxable income to the shareholder on
December 31 of the year in which the distribution is declared.
Each Fund will automatically reinvest dividends and capital gain
distributions in Fund shares at the net asset value determined as of the
closing of the New York Stock Exchange on the day following the record date
for such dividends or distributions, unless the holder by written notice
received no later than the record date indicates his intention to receive
such dividend or distribution in cash.
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TAXATION OF DIVIDENDS AND DISTRIBUTIONS
Each Fund intends to maintain its qualification as a "regulated investment
company" under the Internal Revenue Code by distributing as dividends not
less than 90% of its taxable income plus 90% of its net tax exempt income
and by continuing to comply with all other requirements of Subchapter M of
the Code. Each Fund will not be liable for federal income taxes to the
extent it distributes its taxable income. If a Fund did not maintain its
qualification as a regulated investment company, it would be subject to
federal income tax in the same manner as a regular corporation. Each Fund
also intends to distribute substantially all capital gains and ordinary
income and thus avoid imposition of the excise tax on regulated investment
companies that fail to distribute sufficient ordinary income and capital
gain within each calendar year.
Shareholders generally are liable for federal income taxes on the income
dividends and capital gain distributions of each Fund (whether or not
reinvested in shares of each Fund). However, shareholders not subject to
tax on their income will not be required to pay tax on amounts distributed
to them.
Under current law long-term capital gain distributions received by
shareholders other than corporations are taxed at preferential rates. In
the case of noncorporate shareholders, long-term capital gains will not be
taxed at a rate exceeding 28% whereas other taxable income may be taxed at
a maximum 39.6% rate. For corporate shareholders, capital gain
distributions are taxed at the same rate as ordinary income. Generally, a
loss from the sale of Fund shares held for more than one year is treated as
a long-term capital loss. However, a shareholder who purchases Fund shares
and sells them at a loss within six months of purchase also realizes a
long-term capital loss to the extent of long-term capital gain dividends on
such shares. Each Fund will inform shareholders of the amount and nature
of all distributed income or gains.
DIVIDENDS RECEIVED DEDUCTION
Dividends from domestic corporations (other than capital gain dividends)
received by corporate shareholders may qualify for a 70% dividends received
deduction. Each Fund will furnish, upon request, a confirmation to
corporate shareholders reflecting the amount of dividends which do not
qualify for the dividends received deduction.
OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described above, there
may be other federal, state or local tax considerations applicable to the
circumstances of a particular investor. Shareholders are urged to consult
their own advisors to review the effect of their investment in each Fund on
their own tax situation.
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EFFECT OF DIVIDENDS AND DISTRIBUTIONS ON NET ASSET VALUE
Any dividends or capital gains distributions paid shortly after a purchase
of shares by an investor will have the effect of reducing the per share net
asset value of his shares by the amount of the dividends or distributions.
All or a portion of such dividends or distributions, although in effect a
return of capital, are subject to taxes, which may be at ordinary income tax
rates.
WITHHOLDING CERTIFICATION
Before a Fund will establish a new account or effect registration changes
in an existing account, a shareholder must certify to the Fund on Internal
Revenue Service Form W-9 his taxpayer identification number and certify that
the shareholder is not subject to withholding of dividend payments due to
past under-reporting of such payments. Each Fund is required by statute to
withhold 31% of a shareholder's reportable dividend payments if (i) a
shareholder fails to certify as to his taxpayer identification number, (ii)
a shareholder fails to certify that he is not subject to withholding, (iii)
the Internal Revenue Service notifies the Fund that a shareholder has
furnished an incorrect taxpayer identification number, or (iv) the Internal
Revenue Service notifies the Fund that a shareholder has underreported
interest or dividends in the past. Investors may use the certification
statement on the "Share Purchase Application" in lieu of IRS Form W-9 when
establishing a new account.
PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES
Investors may purchase shares directly from the Funds at net asset value.
The Funds determine net asset value once daily. Purchase at net asset value
means the net asset value as next determined after a Fund receives a
purchase order. The purchase of shares through broker-dealers or other
financial institutions may be subject to a service fee by those entities.
Such entities have the responsibility of submitting the purchase order to
the Funds prior to the Funds' next determination of net asset value in order
to obtain the purchase price that would be applicable if the order had been
placed directly with the Funds. Broker-dealers or other financial
institutions may be liable to an investor for any losses arising from their
failure to timely communicate purchase orders to the Funds. See "Pricing
of Shares for Purchase or Redemption."
Subject to the requirements of the 1940 Act, the Funds, at their discretion,
may issue shares in exchange for acceptable quantities of publicly traded
securities meeting their criteria for purchase or retention. Such an
exchange will result in a taxable transaction to the person acquiring any
Fund shares. The Funds may similarly issue shares in connection with any
merger or consolidation with or acquisition of the assets of any other
investment company or trust.
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In order to establish a new account with any of the Funds, a written "Share
Purchase Application" for the purchase of shares must be addressed to
Lindner Investments, P.O. Box 11208, St. Louis, Missouri 63105.
Shareholders using an overnight form of delivery (e.g. Express Mail) should
address their applications to 7711 Carondelet Ave., Ste. 700, St. Louis,
Missouri 63015, to insure prompt delivery. Shareholders should direct their
inquiries regarding any other matter to the post office box address.
The minimum initial purchase for shares of Lindner Dividend Fund or Lindner
Growth Fund is $2,000. The minimum initial purchase for shares of all other
Funds is $3,000. Subsequent purchases must be in amounts of at least $100.
All checks must be payable in U.S. dollars and drawn on a U.S. financial
institution. Additional purchases may also be made by one of the following
methods:
BY MAIL. Investors may make additional purchases by mailing the purchase
order stub, which is attached to an account confirmation statement, or by
sending a letter indicating that the investor would like to purchase shares
of any Fund and indicating the name(s) in which the account is registered,
and the account number, together with a check payable to Lindner Investments
to the address given above.
BY WIRE. Investors may purchase additional shares by wiring the amount of
a purchase to the Funds' domestic custodian, Star Bank, N.A. An investor
must notify the Funds of his intention to wire funds prior to effecting such
wire by prepaid telephone call at (314) 727-5305. The Funds will not accept
wires of which they have not been previously notified. A bank may charge
an investor a fee to wire funds. If applicable, wire charges incurred will
be passed through to the shareholder and deducted directly from the monies
being wired.
BY TELEPHONE. Provided a shareholder has elected to establish telephone
privileges with the Funds (see "Share Purchase Application"), a shareholder
may purchase additional shares, in an amount not to exceed the current
balance in his account, by prepaid telephone call to the Fund at (314)
727-5305. Payment must be received no later than seven days after the date
on which the purchase was effected. IF PAYMENT IS NOT RECEIVED WITHIN THE
TIME REQUIRED, THE ORDER WILL BE SUBJECT TO CANCELLATION AND THE SHAREHOLDER
WILL BE RESPONSIBLE FOR ANY LOSS INCURRED.
The Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
telephonic instructions, providing written confirmations of all such
transactions, and/or tape recording all telephonic instructions. IF
PROCEDURES SUCH AS THE ABOVE ARE NOT FOLLOWED, RYBACK MANAGEMENT CORPORATION
AND THE FUNDS MAY BE LIABLE FOR LOSSES, COSTS, OR EXPENSES FOR ACTING UPON
AN INVESTOR'S TELEPHONE INSTRUCTIONS. RYBACK MANAGEMENT WILL HAVE
AUTHORITY, AS AGENT, TO REDEEM SHARES IN THE ACCOUNT TO COVER ANY SUCH LOSS.
As a result of this policy, the investor will bear risk of any loss unless
the Funds have failed to follow procedures such as the above.
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ADDITIONAL INFORMATION ABOUT INVESTMENTS IN THE FUNDS
The Transfer Agent will send a confirmation after each transaction affecting
a shareholder's account, including dividend payments or reinvestments. In
addition, the Transfer Agent will provide, upon receipt of a written request
and a check in the amount of $25 payable to Ryback Management Corporation,
a listing of the transactions affecting a shareholder's account in prior
years. Any discrepancies in a shareholder's account statement should be
brought to the attention of the Transfer Agent promptly.
ONCE A SHAREHOLDER HAS MAILED, TELEPHONED OR OTHERWISE TRANSMITTED HIS
OR HER INVESTMENT INSTRUCTIONS TO THE FUNDS, IT MAY NOT BE MODIFIED OR
CANCELLED. The Funds cannot accept investments specifying a certain price
or date and will not honor such requests.
Certificates will not be issued for shares unless requested in writing with
all owners' signatures. Certificates will be issued for full shares only
and cannot be issued to a third party. Certificates are not available for
IRA accounts. A shareholder cannot redeem certificated shares unless he
surrenders the certificates to the Fund. A certificate will not be issued
until 15 days after a purchase, or if a Fund has proof of payment. There
is no charge for issuing certificates.
Purchases of shares are subject to acceptance by the Funds and are not
binding until accepted. Acceptance of any request to purchase shares is
determined upon receipt of the request at the offices of the Funds. The
Funds reserve the right to reject purchases under circumstances or in
amounts considered disadvantageous to the Funds.
REDEMPTION OF SHARES
A shareholder may tender all or any part of his shares to a Fund for
redemption. The price at which a Fund redeems shares is the net asset value
per share as next computed after either (a) a written request is received
"in good order" at the office of the Fund or (b) a telephone request is
placed with a Fund by a shareholder who has established Telephone
Privileges. The value of shares on redemption may be more or less than the
investor's cost, depending on the market value of the portfolio securities
at the time of redemption.
A shareholder may redeem shares in the following manners:
BY MAIL. By written request addressed to:
Lindner Investments
P.O. Box 11208
St. Louis, MO 63105
A written redemption request is "in good order" if the request is properly
endorsed by all registered shareholders in the exact names in which the
shares are registered, accompanied by properly endorsed share certificates,
if any have been issued, and states the name of the Fund,
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the account number, the exact name(s) of the shareholder(s) in which the
account is registered as shown on the latest confirmation, and the number
of shares or dollar amount to be redeemed.
The following redemption requests must be in writing and must have
signatures (including the signatures on any share certificate) guaranteed
by a bank, trust company, savings and loan association, or a member of a
national stock exchange (a Notary Public is not an acceptable guarantor):
(1) redemptions on accounts that have requested an address change within the
preceding three months; (2) redemptions for which the proceeds are to be
sent to someone other than the registered shareholder(s) and/or to an
address other than the address of record; or (3) redemptions for which the
proceeds are to be wired and the wire instructions are different than those
previously submitted.
The following redemptions must be in writing, but do not require signature
guarantee (unless one of the above circumstances applies): (1) all IRA
accounts, and (2) redemptions of shares for which certificates have been
issued. IRA account redemptions must also be accompanied by Internal
Revenue Service Form W-4P. IRA redemption requests not accompanied by Form
W-4P will be subject to withholding. Additional documentation may be
required from corporations, executors, administrators, trustees, or
guardians.
BY TELEPHONE. By prepaid telephone call to the Funds at (314) 727-5305
requesting that the proceeds be mailed to the shareholder, provided that he
or she has previously established Telephone Privileges with the Funds (see
"Share Purchase Application") and have not requested an address change in
the preceding three months. The Funds reserve the right to refuse telephone
redemptions and may limit the amount involved or the number of telephone
redemptions. IRA accounts may not be redeemed by telephone. Once a
shareholder has placed a telephone redemption, it may not be modified or
cancelled.
The Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others and in addition to those specified in the above paragraph, requiring
some form of personal identification prior to acting upon telephonic
instructions, providing written confirmations of all such transactions,
and/or tape recording all telephonic instructions. IF PROCEDURES SUCH AS
THE ABOVE ARE NOT FOLLOWED, RYBACK MANAGEMENT CORPORATION AND THE FUNDS MAY
BE LIABLE FOR LOSSES, COSTS, OR EXPENSES FOR ACTING UPON AN INVESTOR'S
TELEPHONE INSTRUCTIONS OR FOR ANY UNAUTHORIZED TELEPHONE REDEMPTION. As a
result of this policy, the investor will bear the risk of any loss unless
the Funds have failed to follow procedures such as the above.
REDEMPTION FEE. Until October 1, 1995, the Funds reduced the amount
payable on redemption of shares by 2% if shares were redeemed within 60 days
after purchase. This charge did not apply to redemptions made under a
systematic withdrawal plan (see "Systematic Withdrawal Plan"). The amount
of the charge did not accrue to the benefit of the Adviser, but rather will
became an asset of the applicable Fund. The amount of such charges during
the fiscal year ended June 30, 1995, were $36,150,
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<PAGE>
$22,360, $34,262, $38,740 and $1,421 for Lindner Growth Fund, Lindner
Dividend Fund, Lindner Utility Fund, Lindner Bulwark Fund and Lindner/Ryback
Small-Cap Fund, respectively. Effective October 1, 1995, this redemption
fee was discontinued.
REDEMPTION THROUGH THIRD PARTIES. The redemption of shares through
broker-dealers or other financial institutions may be subject to a service
fee by those entities. Such entities have the responsibility of submitting
the redemption request to the Funds prior to the Funds' next determination
of net asset value in order to obtain the redemption price that would be
applicable if the request had been placed directly with the Funds.
Broker-dealers and other financial institutions may be liable to an investor
for any losses arising from their failure to timely deliver redemption
requests to the Funds. See "Pricing of Shares for Purchase or Redemption."
DISBURSEMENT BY MAIL. The Funds will normally disburse payment by check
within seven days after their receipt of a shareholder request for
redemption. A charge of $25 will be deducted from a shareholder's account
if a shareholder requests the redemption proceeds to be sent by overnight
delivery (e.g., express mail). Under the 1940 Act, the Funds may postpone
the date of payment for redeemed shares, or the Funds' obligation to redeem
their shares may be suspended, (1) for any period during which the New York
Stock Exchange is closed (other than customary week-end and holiday closing)
or during which trading on the Exchange is restricted (as determined by the
Securities and Exchange Commission), (2) for any period during which an
emergency exists (as determined by the Securities and Exchange Commission)
which makes it impracticable for the Funds to dispose of their securities
or to fairly determine the value of their net assets, or (3) for such other
periods as the Securities and Exchange Commission may by order permit for
the protection of shareholders.
BY WIRE. A shareholder may obtain the proceeds of a redemption by a bank
wire of Federal Funds if he has previously established Wire Privileges with
the Funds and provided the necessary information (see "Share Purchase
Application"). Under normal circumstances, the shareholder's Federal Funds
wire will be posted to his or her bank account the business day following
the date of the shareholder's redemption transaction. However, the Funds
have up to seven days to disburse the proceeds. If the proceeds are wired
to an account at a bank that is not a member of the Federal Reserve System,
there could be a delay in crediting the funds to the bank account. A
shareholder will be required to pay a charge for wiring cost (currently,
$10), which will be deducted from the amount being wired.
BY AUTOMATIC CLEARING HOUSE (ACH). A shareholder may obtain the proceeds
of a redemption by Automatic Clearing House (ACH) funds if he or she has
previously established ACH Privileges with the Funds and provided the
necessary information (see "Share Purchase Application") ACH is a convenient
electronic means of cash movement that is used by thousands of individuals
and corporations. Under normal circumstances, proceeds will be posted to
the shareholder's bank account the evening of
34
<PAGE>
the second business day following the date of the shareholder's redemption
transaction. However, the Funds have up to seven days to disburse the
proceeds. Currently, there are no fees for this service.
In the case of recently purchased shares, proceeds will not be mailed, sent
by ACH or Federal Funds wire until the Funds are satisfied that checks given
in payment of shares being redeemed have cleared, which may take up to 15
days.
INVOLUNTARY REDEMPTION. In an attempt to reduce expenses, partly
attributable to maintaining small accounts, the Funds reserve the right to
redeem, upon 30 days' written notice, all of the shares of a shareholder
whose account has a net asset value of less than $3,000 due to the
shareholder's redemptions. During the 30-day notice period, the shareholder
may make an additional investment in an amount that will increase the value
of the account to at least $3,000 ($2,000 in the case of the Divdend Fund
and the Growth Fund).
PRICING OF SHARES FOR PURCHASE OR REDEMPTION
Each Fund determines its current net asset value at the close of trading on
each business day on which at least one of the following markets is open:
New York Stock Exchange, American Stock Exchange, or the Nasdaq Stock
Market. Net asset value is calculated by dividing the value of each Fund's
securities, plus any cash and other assets (including dividends and interest
accrued but not collected) less all liabilities (including accrued expenses)
by the total number of shares outstanding.
Investments in securities traded on a national securities exchange or quoted
on the Nasdaq National Market System are valued at the last reported sales
price as of the close of the New York Stock Exchange. Securities traded in
the over-the-counter market and listed securities for which no sale was
reported on that date are valued at the mean between the last reported bid
and asked prices. Securities which are traded both in the over-the-counter
market and on a stock exchange are valued according to the broadest and most
representative market. Securities and assets for which quotations are not
readily available are valued at fair value as determined in good faith by
or pursuant to procedures established by the Trustees.
The value of foreign securities is converted into U.S. dollars at the rate
of exchange prevailing on the valuation date. Purchases and sales of
foreign securities as well as income and expenses related to such securities
are converted at the prevailing rate of exchange on the respective dates of
such transactions.
Each Fund may, to the extent permitted by its investment restrictions, have
positions in portfolio securities for which market quotations are not
readily available. It may be difficult to determine precisely the fair
market value for such investments and there may be a range of values which
are reasonable at any particular time. Determination of fair value in such
instances will be based upon such factors as are deemed relevant under the
circumstances, including the financial condition and operating results of
the issuer, recent third party transactions (actual or proposed) relating
to such securities and, in extreme cases, the liquidation value of the
issuer.
35
<PAGE>
Net asset value represents the price for purchase orders received and shares
tendered for redemption during the period following the previous price
determination and prior to the close of the New York Stock Exchange
(currently 3:00 p.m., Central Time). For purchase orders received and
shares tendered for redemption after the closing of the New York Stock
Exchange, the Fund will determine net asset value as of the closing on the
following trading day.
EXCHANGING AN INVESTMENT FROM ONE FUND TO ANOTHER
GENERAL
Subject to any applicable minimum initial investment requirements, a
shareholder may exchange shares of one Fund for shares of any identically
registered other Fund in the Lindner Investments family of funds. The
exchange privilege is not designed to afford shareholders a way to play
short-term swings in the market. Lindner Investments is not suitable for
that purpose. In addition, the shares being exchanged and the shares of
each Fund being acquired must meet the minimum investment requirement, if
any, of the Fund being acquired.
BY TELEPHONE. A shareholder may exchange shares by phone if he or she has
established telephone privileges with the Trust and the account
registrations and options (for example, automatic reinvestment of dividends)
are identical. Before calling, a shareholder should read "Additional
Information About Share Exchanges", below.
BY MAIL. A shareholder may direct the Trust in writing to exchange shares.
If the shares are owned by two or more persons, the request should be signed
by each person. All signatures should be exactly as the name appears in the
registration; for example, if an owner's name is registered as David Lee
Smith, he should sign that way and not as David L. Smith.
ADDITIONAL INFORMATION ABOUT SHARE EXCHANGES
(1) The shares of the Fund being acquired must be qualified for sale
in the shareholder's state of residence.
(2) If the shares being surrendered for exchange are represented by
a negotiable stock certificate, the certificate must be returned to Ryback
Management before the conversion can be effected.
(3) Once a shareholder has made an exchange request by telephone or
mail, it is irrevocable and may not be modified or cancelled.
(4) For the purposes of processing exchanges, the value of the shares
surrendered and the value of the shares acquired are the net asset values
of such shares next computed after receipt of an exchange order.
(5) Shares may not be exchanged unless the shareholder has furnished
the Trust with the correct tax identification number, certified as
prescribed by the Internal Revenue Code and Regulations. (See "Withholding
Certification").
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<PAGE>
(6) An exchange of shares is, for federal income tax purposes, a sale
of the shares, on which a shareholder may realize a taxable gain or loss.
(7) If the request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, Ryback Management will
require evidence satisfactory to it of the authority of the individual
signing the request.
AUTOMATIC INVESTMENT PLAN
An Automatic Investment Plan is available to a shareholder of the Funds who
wishes to invest a specific amount of money on an automatic basis. A
shareholder may authorize the Funds to automatically debit his or her bank
account on a monthly or semi-monthly basis. Debits must be made in amounts
of $100 or more and may be made once per month on the 15th or last business
day of the month, or semi-monthly on both such days. If the 15th falls on
a weekend or holiday, the account will be debited on the following business
day. Shareholders may participate in the Automatic Investment Plan by
signing a form provided on request. Requests to participate in the
Automatic Investment plan and inquiries regarding the same should be made
to Lindner Investments, P.O. Box 11208, St. Louis, Missouri 63105. All
requests to change or discontinue the Automatic Investment Plan must be
received in writing fifteen (15) days prior to the next scheduled debit
date.
PAYROLL DEDUCTION
Many employers today provide for payroll deduction. This allows employees
to direct a portion of their pay to the investment option of their choice
via Automatic Clearing House (ACH). ACH is a convenient wire service that
is used by thousands of corporations and individuals. The Lindner Funds
will accept a shareholder's direct deposit in amounts of at least $100.
Shareholders who wish to use Payroll Deduction to invest need to obtain the
proper instructions from the Lindner Funds. Requests to participate in
Payroll Deduction and inquiries regarding the same should be made to Lindner
Investments, P.O. Box 11208, St. Louis, Missouri 63105.
SYSTEMATIC WITHDRAWAL PLAN
A systematic withdrawal plan is available to any holder of shares of a Fund
whose total account value is at least $15,000 and who wishes to withdraw
fixed amounts of money from his investment in that Fund's shares on a
systematic basis. Withdrawals must be in amounts of $100 or more and may
be made monthly or quarterly, at an annual rate not exceeding 40% of the
value of the holder's shares at the inception of the shareholder's
systematic withdrawal plan. However, shareholders participating in a
systematic withdrawal plan retain the same rights to redemption as any other
shareholder.
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<PAGE>
Under a systematic withdrawal plan, the shareholder receives cash
withdrawals out of the proceeds of the redemption at net asset value of full
and fractional deposited shares. The Fund redeems shares for this purpose
as of the close of the first business day following the twentieth day of
each month in which a withdrawal is made. The redemption of shares to make
payments under this plan involves the use of principal and will reduce and
may eventually exhaust the account. Each redemption of shares will result
in a gain or loss that must be reported on the participating shareholder's
income tax return. Establishment of a systematic withdrawal account
constitutes an election by the shareholder to reinvest all income dividends
and capital gains distributions payable on his account in additional Fund
shares at net asset value.
Shareholders may participate in the systematic withdrawal plan by signing
a form provided on request and depositing any stock certificates subjected
to the plan. Requests to participate in the systematic withdrawal plan and
inquiries regarding the same should be made to Lindner Investments, P.O. Box
11208, St. Louis, Missouri 63105. An investor may terminate the systematic
withdrawal plan at any time by written notice to the Funds.
INDIVIDUAL RETIREMENT ACCOUNTS
An Individual Retirement Account Plan (an "IRA Plan") is available to
employed (including self-employed) persons and their non-employed spouses.
All contributions to such an IRA Plan are invested in shares of the
applicable Fund. The initial minimum investment for an IRA Plan account for
which Star Bank serves as Custodian is $250. Subsequent purchases must be
in an amount of at least $100.
Contributions to an IRA Plan must be post-marked no later than the due date
of the tax return (without extensions) for the contribution year for which
the contribution is being made. Withdrawals from an IRA Plan must be in
writing and accompanied by Internal Revenue Service Form W-4P. IRA
redemption requests not accompanied by Form W-4P will be subject to income
tax withholding.
Star Bank, N.A., serves as Custodian under IRA Plans. The Custodian's fee
and other information about an IRA Plan are disclosed in Plan documents
including a Disclosure Statement that must be obtained from the Funds before
investing in an IRA Plan. Investors should also consult with their
individual tax advisors regarding the appropriateness of their investment
in an IRA Plan. Requests for applications to establish an IRA Plan should
be addressed to Lindner Investments, P.O. Box 11208, St. Louis, Missouri
63105.
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<PAGE>
PERFORMANCE
The Funds may from time to time include their "average annual total returns"
in communications to present or prospective investors. "Average annual
total return" is the annual percentage change in an investment, assuming the
reinvestment of dividends and capital gains distributions, over a stated
period of time.
"Average annual total return" is a historical measure of performance and
is not necessarily indicative of the Funds' future performance. This
measure will vary from time to time depending on numerous factors, including
market conditions, the composition of each Fund's portfolio and the
operating expenses incurred by each Fund. On occasion, the Funds may
compare their performance to that of other recognized financial indices,
such as the Standard & Poor's 500 Composite Stock Price Index, the Russell
2000 Index or the New York Stock Exchange Utility Index. As with other
performance data, performance comparisons should not be considered
representative of the Funds' relative performance for any future period.
Additional information about each Fund's performance also appears in the
Lindner Investments Annual Report to Shareholders for the fiscal year ended
June 30, 1995, which may be obtained without charge.
Set forth below are comparative line graphs showing the performance of
each Fund in comparison to certain selected broad-based securities market
indices that the Adviser deems to be appropriate for comparison purposes,
showing the value of a hypothetical $10,000 initial investment in each of
the Funds at the end of each fiscal year for the past 10 years, or for that
shorter period of time that a Fund has been in existence, if applicable.
For purposes of these graphs, it is assumed that all dividends and capital
gains distributions from the Funds and the stocks comprising the comparative
indices are reinvested.
LINDNER DIVIDEND FUND:
Comparison of the Fund with the Standard & Poor's 500-Stock Index:
Standard & Poor's Lindner Dividend
Fiscal Year Covered 500-Stock Index Fund
- ------------------- ----------------- ----------------
Feb. 1985 $10,000 $10,000
Feb. 1986 13,047 11,746
Feb. 1987 16,896 14,354
Feb. 1988 16,442 14,280
Feb. 1989 18,391 16,595
Feb. 1990 21,861 17,837
Feb. 1991 25,061 18,522
Feb. 1992 29,058 22,765
Feb. 1993 32,150 27,381
Feb. 1994 34,823 30,445
Feb. 1995 37,383 30,312
Jun. 1995 42,154 32,773
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<PAGE>
LINDNER GROWTH FUND:
Comparison of the Fund with the Standard & Poor's 500-Stock Index:
Fiscal Year Covered Standard & Poor's Lindner Growth
(Ended June 30) 500-Stock Index Fund
- ------------------- ----------------- --------------
1985 $10,000 $10,000
1986 13,581 11,742
1987 16,998 14,406
1988 15,822 15,485
1989 19,066 18,042
1990 22,204 19,465
1991 23,841 19,421
1992 27,033 22,835
1993 30,710 26,230
1994 31,141 27,497
1995 39,247 31,592
LINDNER UTILITY FUND:
Comparison of the Fund with the Dow Jones Utilities Index and the NYSE
Utilities Index:
Fiscal Year Covered Dow Jones NYSE Utilities Lindner Utility
(Ended June 30) Utility Index Index Fund
- ------------------- ------------- -------------- ---------------
Oct. 1993 (inception) $10,000 $10,000 $10,000
1994 7,508 8,641 10,039
1995 9,141 9,751 11,295
LINDNER BULWARK FUND:
Comparison of the Fund with the Standard & Poor's 500-Stock Index:
Fiscal Year Covered Standard & Poor's Lindner Bulwark
(Ended June 30) 500-Stock Index Fund
- ------------------- ----------------- ---------------
Feb. 1994 (inception) $10,000 $10,000
1994 9,556 10,244
1995 12,043 10,254
LINDNER/RYBACK SMALL-CAP FUND:
Comparison of the Fund with the Russell 2000 Small-Cap Index:
Fiscal Year Covered Russell Lindner/Ryback
(Ended June 30) 2000 Index Small-Cap Fund
- ------------------- ---------- --------------
Jan. 1994 (inception) $10,000 $10,000
1994 8,142 9,580
1995 6,338 10,954
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<PAGE>
LINDNER INTERNATIONAL FUND:
Comparison of the Fund with the Morgan Stanley Capital International Europe,
Australia and Far East ("MSCIEAFE") Index:
Lindner
Fiscal Year Covered MSCIEAFE International
(Ended June 30) Index Fund
- ------------------- -------- -------------
Jan. 1995 (inception) $10,000 $10,000
1995 10,260 10,099
OTHER INFORMATION
The Trust was organized as a business trust under the laws of the
Commonwealth of Massachusetts on July 20, 1993, under a Declaration of
Trust. The Declaration of Trust permits the Board of Trustees to issue an
unlimited number of full and fractional shares and to create an unlimited
number of series of shares ("Series"). Each Fund is a Series of the Trust.
When issued, the shares of the Funds will be fully paid, nonassessable
and redeemable. Each shareholder is entitled to one vote for each share
owned, with each fractional share receiving the same proportion of a vote.
The Funds do not intend to hold annual meetings; they may, however, hold
special shareholder meetings for purposes such as changing fundamental
policies or electing trustees. The Board of Trustees shall promptly call
a meeting for the purpose of electing or removing trustees when requested
in writing to do so by the shareholders of any Series holding at least 10%
of the outstanding shares of a Series entitled to be cast at such meeting.
The term of office of each trustee is of unlimited duration. The holders
of at least two-thirds of the outstanding shares of all Series of the Trust
may remove a trustee from that position either by declaration in writing or
by votes cast in person or by proxy at a meeting called for that purpose.
As of June 30, 1995, no person controlled the Trust, as defined under the
1940 Act.
Shareholders will vote by Series except as otherwise required by the 1940
Act. Matters affecting an individual Series include, but are not limited
to, the investment objectives, policies and restrictions of that Series.
Shares have no subscription, preemptive or conversion rights. Certificates
will not be issued unless requested by an investor. Shares do not have
cumulative voting rights when voting on the election of Trustees.
Therefore, the holders of more than 50% of the aggregate number of shares
of all Series of the Trust may elect all the Trustees.
The Trust will send annual and semi-annual reports of the Funds to its
shareholders. The financial statements appearing in the annual reports will
be audited by independent accountants. In addition, Ryback Management, as
transfer agent, will send to each shareholder having an account directly
with the Funds a confirmation statement with respect to each transaction
effected in the account, showing transactions in the account, the total
number of shares owned and any dividends or
41
<PAGE>
distributions paid. All securities and cash of the Funds will be held by
the Custodians. Ryback Management will act as dividend disbursing and
transfer agent for the Funds. Inquiries regarding the Funds may be directed
in writing to Lindner Investments at 7711 Carondelet, St. Louis, Missouri
63105, or by calling (314) 727-5305.
COUNSEL
Legal matters for the Trust and the validity of the shares of each Series
of the Trust will be passed upon by Dykema Gossett PLLC, Detroit, Michigan,
counsel to the Trust.
<PAGE>
APPENDIX
Standard and Poor's Corporation
Bond Rating Definitions
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for debt in higher rated
categories.
BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation.
BB indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt may have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
Note: The ratings from AA to CCC may be modified by the addition of a plus
or minus sign to show the relative standing within the major categories.
Moody's Investors Service, Inc. Corporate
Bond Rating Definitions
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
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Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes and
are to be considered as an upper medium grade obligation. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the security over any long period for time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.
Ca - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Note: Moody's applies numerical modifiers l, 2 and 3 in each generic rating
classification from Aaa through B in its corporate bond rating system. The
modifier 1 indicates that the bond being rated ranks in the higher end of
its generic rating; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the bond ranks in the lower end of its generic
rating category.
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<PAGE>
LINDNER INVESTMENTS
7711 Carondelet Avenue
Ste. 700
P.O. Box 11208
St. Louis, Missouri 63105
INVESTMENT ADVISER
Ryback Management Corporation
CUSTODIANS
Star Bank, N.A.
The Chase Manhattan Bank, N.A.
COUNSEL
Dykema Gossett PLLC
INDEPENDENT AUDITORS
Deloitte & Touche LLP
TRANSFER AGENT
Ryback Management Corporation
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the
Statement of Additional Information dated October 1, 1995 and, if given or
made, such information or representations may not be relied upon as having
been authorized by Lindner Investments. This Prospectus does not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there by
any sale of, these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful. The delivery of this
Prospectus at any time shall not imply that there has been no change in the
affairs of Lindner Investments or the Funds since the date hereof.
LINDNER DIVIDEND FUND
LINDNER UTILITY FUND
Mutual Funds whose
primary objective is
the production of
current income
--------------------
LINDNER GROWTH FUND
LINDNER BULWARK FUND
LINDNER INTERNATIONAL FUND
LINDNER/RYBACK SMALL-CAP FUND
Mutual Funds whose
primary objective is
capital appreciation
--------------------
PROSPECTUS DATED
October 1, 1995
Member of 100% No-Load
Mutual Fund Council
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
for
LINDNER DIVIDEND FUND
LINDNER GROWTH FUND
LINDNER UTILITY FUND
LINDNER BULWARK FUND
LINDNER/RYBACK SMALL-CAP FUND
and
LINDNER INTERNATIONAL FUND,
Series of
LINDNER INVESTMENTS
7711 Carondelet Avenue, Suite 700
P.O. Box 16900
St. Louis, Missouri 63105
(314) 727-5305
October 1, 1995
This Statement of Additional Information ("Statement of Additional
Information" or "SAI") is meant to be read in conjunction with the Lindner
Investments (the "Trust") Prospectus dated October 1, 1995, for its separate
series of funds identified above (each a "Fund" and collectively, the
"Funds") and is incorporated by reference in its entirety into the
Prospectus. The Funds are separate series of the Trust and each represents
a separate portfolio of securities and other assets with its own objective
and policies. Because this Statement of Additional Information is not
itself a prospectus, no investment in shares of the Funds should be made
solely upon the information contained herein. Copies of the Prospectus may
be obtained by writing or calling Lindner Investments. Capitalized terms
used but not defined herein have the same meanings as in the Prospectus.
The Annual Report of Lindner Investments for the fiscal year ended June
30, 1995, which has been distributed to the shareholders of each Fund
pursuant to Section 30(d) of the Investment Company Act of 1940, is hereby
incorporated into this Statement of Additional Information by reference.
A copy of such Annual Report will be provided to any person to whom this
Statement of Additional Information is sent or given, except that holders
of shares who have otherwise received the Annual Report will only be sent
an additional copy upon request to the Trust. Any such request should be
made by mail to the Trust at 7711 Carondelet, P.O. Box 11208, St. Louis,
Missouri 63105, or by phone to (314) 727-5305.
<PAGE> TABLE OF CONTENTS
AND CROSS-REFERENCE SHEET TO PROSPECTUS
SAI
Discussion Page Prospectus Title and Page
I. Definition of Terms 2 Not discussed in Prospectus
II. Investment Objectives
and Policies 3 "Investment Objectives" - p. 8
III. Management of the Trust 22 "Management of the Trust" - p. 25
IV. Control Persons and
Principal Holders of
Securities 24 Not discussed in Prospectus
V. Investment Advisory and
Other Services 25 "Management of the Trust" - p. 25
(a) Controlling Persons 25 "Management of the Trust" - p. 25
(b) Services Provided by
Adviser 25 "Management of the Trust" - p. 25
(c) Adviser Compensation 25 "Management of the Trust" - p. 25
(d) Agency Agreement with
Adviser 28 "Management of the Trust" - p. 25
(e) Custodians and
Independent Auditors 29 "Management of the Trust" - p. 25
VI. Brokerage Allocation 29 Not discussed in Prospectus
VII. Purchase, Redemption and
Pricing of Securities 31 "Pricing of Shares for Purchase or
Redemption" - p. 35
VIII. Additional Performance
Information 33 Not discussed in Prospectus
IX. Financial Statements 34 Not discussed in Prospectus
I. DEFINITION OF TERMS
For purposes of this Statement of Additional Information, the reader should
assume that the terms defined below have the meanings indicated, unless the
context requires otherwise.
"Adviser" or "Ryback Management" means Ryback Management Corporation, a
corporation organized and existing under the laws of the State of Michigan,
having its principal offices at 7711 Carondelet Avenue, P.O. Box 11208, St.
Louis, Missouri 63105.
"Advisory Contracts" means the Advisory and Service Contracts between the
Trust and the Adviser, dated September 23, 1993, December 28, 1994 and June
28, 1995.
"Agency Agreement" means the Agency Agreement between the Trust and Ryback
Management, dated September 23, 1993, as amended.
"Fund" means each of Lindner Dividend Fund, Lindner Growth Fund, Lindner
Utility Fund, Lindner Bulwark Fund, Lindner/Ryback Small-Cap Fund and
Lindner International Fund, each of which has been established by the Trust
a separate series (collectively, the "Trust").
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"Prospectus" means the Prospectus of the Trust dated October 1, 1995.
"Small-Cap" means companies with a market capitalization of $750 million or
less.
"Trust" means Lindner Investments, a business trust organized and existing
under the laws of the Commonwealth of Massachusetts, having its principal
offices at 7711 Carondelet Avenue, P.O. Box 11208, St. Louis, Missouri
63105.
"Utilities" means domestic and foreign public utilities, including, but not
limited to, gas, electric, telecommunications, cable television, water and
energy utilities.
"1940 Act" means the federal Investment Company Act of 1940, as amended.
II. INVESTMENT OBJECTIVES AND POLICIES
Investment Objectives
Lindner Dividend Fund. The primary objective of the Dividend Fund is the
production of current income. Consistent with this objective, the Dividend
Fund invests in various types of securities yielding a rate of return
materially higher than that paid on either the Standard & Poor's Composite
Average of 500 stocks or on passbook savings accounts, including common
stocks paying dividends which the Dividend Fund expects to be maintained
or increased.
Lindner Growth Fund. The primary objective of the Growth Fund is long-term
capital appreciation. The production of current income is a secondary
objective of the Growth Fund. Consistent with these objectives, the Growth
Fund will ordinarily invest substantially all its assets in common stocks
or securities convertible into common stocks without regard to quality or
rating. Derivative securities, such as warrants, will not be purchased but
may be retained if they are received as distributions from the issuers of
securities held by the Growth Fund. Investments in warrants will not exceed
5.0% of the Growth Funds's net assets, and investments in warrants not
listed on a national securities exchange will not exceed 2.0% of the Growth
Fund's net assets.
Lindner Utility Fund. The primary investment objective of the Lindner
Utility Fund, a diversified fund, is the production of current income
through investments in securities of domestic and foreign public utility
companies. Capital appreciation is a secondary investment objective of the
Utility Fund.
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Lindner Bulwark Fund. The investment objective of the Lindner Bulwark Fund
is capital appreciation through investments in undervalued securities and
precious metal investments that are believed to have demonstrated a record
of capital preservation during periods of economic distress. The Bulwark
Fund will seek to invest in sectors and investments intended to protect
against the erosion of the value of financial assets. Investments will
include securities in companies involved in the production of precious
metals and other natural resources and companies which can maintain value
in inflationary periods. The Bulwark Fund will also purchase gold, silver
and platinum bullion. The Bulwark Fund will also engage in short sales of
securities, option and futures transactions and the lending of securities,
but will not purchase or invest in warrants. At any time management deems
it advisable for temporary defensive purposes or to meet redemptions, the
Bulwark Fund may hold all its assets in cash or cash equivalents, which
include short-term obligations of the United States government.
The Bulwark Fund intends to operate in a manner that will cause it to be
classified as a "non-diversified" investment company, which means that at
any time or from time to time the Bulwark Fund may have more than 5% of its
total assets invested in securities of a single issuer or corporation, or
may have a portfolio investment in securities of a single issuer or
corporation that represents more than 10% of the outstanding voting stock
of such issuer or corporation.
Lindner/Ryback Small-Cap Fund. The primary investment objective of the
Lindner/Ryback Small-Cap Fund, a diversified fund, is capital appreciation.
The production of current income, although a factor in portfolio selection,
is secondary to the Small-Cap Fund's primary objective. In furtherance of
these objectives, the Small-Cap Fund intends to invest substantially all its
assets in common stocks or securities convertible into common stocks, and
intends to invest at least 65% of its total assets in companies with a
market capitalization of less than $750 million. Derivative securities,
such as warrants, will not be purchased but may be retained if they are
received as distributions from the issuers of securities held by the
Small-Cap Fund. Investments in warrants will not exceed 5.0% of the
Small-Cap Funds's net assets, and investments in warrants not listed on a
national securities exchange will not exceed 2.0% of the Small-Cap Fund's
net assets. Under temporary market or economic conditions which the Adviser
considers unfavorable to investments in common stocks, the Small-Cap Fund
may invest all or any portion of its assets for defensive purposes in
short-term United States Government securities.
Lindner International Fund. The primary investment objective of Lindner
International Fund is capital appreciation. The production of current
income, although a factor in portfolio selection, is secondary to the
International Fund's primary objective. The International Fund intends to
ordinarily invest at least 65% of its assets in common stocks and securities
convertible into or exchangeable for common stocks of companies that are
organized and have their principal business activities and interests outside
the United States. The International Fund intends to be widely diversified
across securities of many corporations located in three or more foreign
countries. In appropriate
4
<PAGE>
circumstances such as when a direct investment by the International Fund in
the securities of a particular country cannot be made or when the securities
of an investment company are more liquid than the underlying portfolio
securities, the International Fund may, consistent with the provisions of
the Investment Company Act of 1940, as amended (the "1940 Act"), invest in
the securities of closed-end investment companies that invest in foreign
securities.
The International Fund intends to invest principally in the securities of
financially strong companies with opportunities for growth within growing
international economies and markets through increased earning power and
improved utilization or recognition of assets. Investment may be made in
equity securities of companies of any size, whether traded on or off a
national securities exchange.
Although it is the policy of the International Fund to purchase and hold
securities for capital appreciation, current income, or a combination of
capital appreciation and current income, changes in the portfolio of the
International Fund generally will be made whenever its portfolio manager
believes they are advisable. Portfolio changes may result from liquidity
needs, securities having reached a price or yield objective, anticipated
changes in interest rates or the credit standing of an issuer, or by reason
of economic or other developments not foreseen at the time of the investment
decision. Because investment changes usually will be made without reference
to the length of time a security has been held, a significant number of
short-term transactions may result.
To a limited extent, the International Fund may engage in short-term
transactions if such transactions further its investment objective. The
International Fund may sell one security and simultaneously purchase another
of comparable quality or simultaneously purchase and sell the same security
to take advantage of short-term differentials in bond yields or otherwise
purchase individual securities in anticipation of relatively short-term
price gains. The rate of portfolio turnover will not be a determining
factor in the purchase and sale of such securities. However, certain tax
rules may restrict the International Fund's ability to sell securities in
some circumstances when the security has been held for less than three
months. Increased portfolio turnover necessarily results in correspondingly
higher costs including brokerage commissions, dealer mark-ups and other
transaction costs on the sale of securities and reinvestment in other
securities, and may result in the acceleration of taxable gains.
For temporary defensive purposes, when the Advisor considers market or
economic conditions to be unfavorable to investments in common stocks, the
International Fund may invest all or any portion of its assets for defensive
purposes in short-term United States Government securities or in short-term
foreign government, government agency and in other government entity
securities as well as other investment quality short-term securities
including repurchase agreements.
5
<PAGE>
Investment Policies
In addition to the investment objectives and policies disclosed in the
Prospectus, the Funds are subject to the following investment policies which
are matters of fundamental policy and may not be changed without the
approval of the holders of the lesser of (i) 67% of the shares of the
applicable Fund present or represented at a meeting if the holders of more
than 50% of the outstanding shares are present or represented or (ii) more
than 50% of the outstanding shares of the applicable Fund (a "majority" of
the outstanding voting securities):
Common Investment Restrictions
1. The Funds will not buy securities on margin.
2. The Funds will not underwrite securities of other issuers.
3. The Funds will not invest as a partner or joint venturer in
oil, gas or other mineral leases or development or exploration
programs.
4. The Funds will not make loans to other persons, other than
loans of portfolio securities; the purchase of a portion of an
issue of publicly distributed or Rule 144A Securities, whether
or not the purchase was made upon the original issuance of the
securities, is not considered the making of a loan.
5. The Funds will not purchase illiquid securities in excess of
15% of net assets at the time of purchase, or securities whose
sale would not be permitted without registration under the
Securities Act of 1933 (the "1933 Act"), other than securities
qualifying as Rule 144A Securities under the 1933 Act.
6. Lindner Dividend Fund, Lindner Utility Fund, Lindner/Ryback
Small-Cap Fund and Lindner International Fund will not borrow
money or issue senior securities, except from banks for
temporary or emergency purposes, and not for investment
leveraging, provided that borrowing in the aggregate may not
exceed 5% of the such Fund's assets (including the amount
borrowed) at the time of such borrowing.
7. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner International
Fund will not invest in companies for the purpose of exercising
control, or acquire more than 10% of the voting securities,
including securities convertible into voting securities, of any
company (3% in the case of other investment companies).
8. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner International
Fund will not purchase or sell commodities or commodity
contracts.
6
<PAGE>
9. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner International
Fund will not make short sales of securities unless at the time
of such short sale such Fund owns or has the right to acquire,
as a result of the ownership of convertible or exchangeable
securities and without the payment of further consideration, or
if such Fund is entitled, subject to approval by a vote of
shareholders of the companies involved, to receive as a result
of a pending merger or acquisition, an approximately equal
amount of such securities, and such Fund will retain securities
so long as such Fund is in a short position as to them. In the
event that any such merger or acquisition shall fail as a
result of non-approval by shareholders, such Fund will cover
the short position at the soonest possible time consistent with
prudence.
10. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner International
Fund will not purchase put or call options or combinations
thereof.
11. Lindner Dividend Fund, Lindner Growth Fund, Lindner Bulwark
Fund, Lindner/Ryback Small-Cap Fund and Lindner International
Fund will not Purchase or sell interests in real estate
(including limited partnership interests), other than interests
in real estate investment trusts ("REITs") whose shares are
listed for trading on a national securities exchange or
eligible to be quoted in the Nasdaq Stock Market.
None of Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility Fund or
Lindner International Fund, as an operating policy, will invest more than
5% of total assets in securities of unseasoned issuers which, including
their predecessors, have been in operation for less than three years. This
operating policy is not a fundamental policy and may be changed without the
approval of the holders of a majority of outstanding voting securities.
Investment Restrictions Applicable to Certain Funds
Lindner Dividend Fund. The Dividend Fund will not:
Make investments in industry segments in excess of the following
percentages of the Dividend Fund's total assets, taken at market
value at the time of investment:
Securities concentrated in the same industry ............... 25%
Securities of electric and gas utilities (subject to
the 25% limit described above) ............................. 40%
Securities of one issuer, except United States
Government obligations ..................................... 5%
Securities of other investment companies ................... 10%
7
<PAGE>
Lindner Growth Fund. The Growth Fund will not:
1. Borrow money or issue senior securities other than through bank
loans not exceeding 12-1/2% of the value of the Growth Fund's
total assets at the time of borrowing (including the amount
borrowed), which loans may be secured by not more than 25% of
the value of the Growth Fund's assets.
2. Make investments in industry segments in excess of the
following percentages of the Dividend Fund's total assets,
taken at market value at the time of investment:
Securities of companies in the same industry ......... 25%
Securities of one issuer (except United States
Government obligations) ............................ 5%
Securities of other investment companies ............. 10%
Lindner Utility Fund. The Utility Fund will not:
1. Purchase or sell interests in real estate, including interests
in real estate investment trusts.
2. Make investments in industry segments in excess of the
following percentages of the Utility Fund's total assets, taken
at market value at the time of investment:
Securities concentrated in the same industry
segment (except Utilities, in which, under
normal circumstances, more than 65% of the
Utility Fund's assets will be invested) ............... 25%
Securities of one issuer (other than obligations
of, or guaranteed by, the United States Government,
its agencies or instrumentalities) .................... 5%
Lindner Bulwark Fund. The Bulwark Fund will not:
1. Borrow money or issue senior securities other than through bank
loans in excess of 20% of the Bulwark Fund's total assets
(including the amount borrowed) at the time of such borrowing
and provided such borrowings are in compliance with the asset
coverage requirements of the 1940 Act.
2. Invest in companies for the purpose of exercising control, but
may acquire more than 10% of the voting securities, including
securities convertible into voting securities, of any company.
3. Purchase or sell commodities or commodity contracts, except
that not more than 25% of the Bulwark Fund's total assets may
be invested in gold, silver and platinum bullion and other
precious metals, or option and futures contracts relating
thereto.
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<PAGE>
4. Purchase illiquid securities totalling more than 15% of its net
assets. For purposes of this restriction, illiquid securities
include indebtedness of companies originally incurred in
connection with a loan from a bank, insurance company or other
financial institution, mortgage derivative Interest Only
securities and securities whose sale would not be permitted
without registration under the 1933 Act, other than securities
qualifying as Rule 144A Securities.
5. Make investments in excess of the following percentages of the
Bulwark Fund's total assets, taken at market value at the time
of investment:
Securities concentrated in the same industry,
except that during the time there has been a
decline of more than 10% in either the Standard &
Poor's 500-stock Index or the Nasdaq Composite
Index from their respective 12-month high points,
the Bulwark Fund will concentrate its investments
by investing more than 25% of its total assets
in securities of domestic and foreign companies
engaged in the production of precious metals
or other natural resources ........................... 25%
Rule 144A Securities ................................. 25%
Securities of any one issuer, other than
obligations of, or guaranteed by, the
United States Government, its agencies
or instrumentalities ................................. 5%
Lindner/Ryback Small-Cap Fund. The Small-Cap Fund will not:
Make investments in excess of the following percentages of the
Small-Cap Fund's total assets, taken at market value at the time of
investment:
Securities of companies in the same industry .............. 25%
Rule 144A Securities ...................................... 25%
Securities of one issuer (except obligations
of the United States Government, its agencies
or instrumentalities) ..................................... 5%
Securities issued by real estate investment
trusts ("REITs") .......................................... 15%
Common Investment Techniques and Types of Securities
High-Risk, High-Yield Lower-Rated Debt Securities. All of the Funds
anticipate that a portion of their assets will be invested in lower-rated,
high-yield/high-risk securities rated BB or lower by
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Standard & Poor's Corporation ("S&P") or Ba or lower by Moody's Investor
Service, Inc. ("Moody's") that have poor protection of payment of principal
and interest (commonly known as "junk bonds"). See the Appendix to the
Prospectus for a description of these ratings. These securities often are
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. Market prices of
these securities may fluctuate more than higher-rated debt securities and
may decline significantly in periods of general economic difficulty which
may follow periods of rising rates. While the market for high-yield debt
securities has been in existence for many years and has weathered previous
economic downturns, the market in recent years has experienced a dramatic
increase in the large-scale use of such securities to fund highly leveraged
corporate acquisitions and restructurings. Accordingly, past experience may
not provide an accurate indication of future performance of the high-yield
debt securities market, especially during periods of economic recession.
These high-yield debt securities are subject to certain risks that may not
be present with investments in higher grade securities, including the
following:
--Youth and Growth of High Yield Bond Market. The growth of the
high-yield securities market, which is relatively new, paralleled a
long economic expansion. Recently, many issuers have been affected
by adverse economic and market conditions. It should be recognized
that an economic downturn is likely to have a negative effect on the
high-yield securities market and on the value of the high-yield
securities held by the Funds, as well as on the ability of the
issuers to repay principal and interest on their borrowings.
--Sensitivity to Interest Rate and Economic Changes. Although the
prices of high-yield securities may be less sensitive to interest
rate changes than higher-rated investments, high-yield securities are
generally more sensitive to adverse economic changes or individual
corporate developments. During a strong economic downturn or a
substantial period of rising interest rates, highly leveraged issuers
may experience financial stress that would adversely affect their
ability to service their principal and interest payment obligations,
to meet projected business goals, and to obtain additional financing.
Accordingly, there could be a higher incidence of default. This
would adversely affect the value of such securities and each Fund's
net asset value. In addition, if the issuer of a security defaulted,
the Funds might incur additional expenses to seek recovery. Periods
of economic uncertainty also increase volatility of market prices of
high-yield securities and each Fund's resulting net asset value.
--Payment Expectations. Generally, when interest rates rise, the
value of bonds, including high-yield bonds, tends to decrease; when
interest rates fall, the value of bonds tends to increase. If an
issuer of a high-yield security containing a redemption or call
provision exercises either provision in a declining interest rate
market, the Funds would have to replace the security, which could
result in a decreased return for holders of shares in the Funds.
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<PAGE>
Conversely, if the Funds were to experience unexpected net
redemptions in a rising interest rate market, they might be forced to
sell certain securities, regardless of investment merit. This could
result in decreasing the assets to which the Funds' expenses could be
allocated and a reduced rate of return for the Funds.
--Liquidity and Valuation. Lower-rated securities are typically
traded among a smaller number of broker-dealers rather than in a
broad secondary market. Purchasers of high-yield securities tend to
be institutions, rather than individual investors, a factor that
further limits the secondary market. To the extent that no
established retail secondary market exists, many high-yield
securities may not be as liquid as higher-grade bonds. The ability
of the Funds to value or sell high-yield securities will be adversely
affected to the extent that such securities are thinly traded or
illiquid. During such periods, there may be less reliable objective
information available and, therefore, the responsibility of the
Trust's board of trustees to value high-yield securities becomes more
difficult, with judgment playing a greater role.
--Congressional Proposals. The Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 requires savings associations
to generally divest of their holdings of high yield securities before
July 1, 1994. In addition, Congress has enacted tax legislation that
restricts the deductibility of interest expense incurred in certain
highly leveraged buy-outs, mergers, and acquisitions. These laws may
have a material adverse impact on the market for high yield
securities. It cannot be predicted whether additional legislation
will be proposed or enacted that could also adversely affect high
yield securities.
Since the risk of default is higher for lower-rated securities, the
Adviser's research and credit analysis are an integral part of managing
securities of this type that are held by the Funds. In considering
investments for the Funds, the Adviser attempts to identify those issuers
of high-yield securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
The Adviser's analysis focuses on relative values based on such factors as
interest or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer. In addition, the Funds
may chose, at their expense or in conjunction with others, to pursue
litigation or otherwise exercise their rights as holders of debt securities
if they determine this course of action to be in the best interest of their
shareholders.
Foreign Investments. Foreign investments can involve significant risks in
addition to the risks inherent in U.S. investments. The value of securities
denominated in or indexed to foreign currencies, and of dividends and
interest from such securities, can change significantly when foreign
currencies strengthen or weaken relative to the U.S. dollar. Foreign
securities markets generally have less trading volume and less liquidity
than U.S. markets, and prices on some foreign markets can be highly
volatile. Many foreign countries lack uniform accounting and disclosure
standards comparable to those applicable to U.S.
11
<PAGE>
companies, and it may be more difficult to obtain reliable information
regarding an issuer's financial condition and operations. In addition, the
costs of foreign investing, including withholding taxes, brokerage
commissions, and custodial costs, are generally higher than for U.S.
investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer,
and may involve substantial delays. It also may be difficult to enforce
legal rights in foreign countries.
Foreign investing also involves political and economic risks. Foreign
investments may be adversely affected by actions of foreign governments,
including exploration or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency in to U.S. dollars, or other government intervention.
There may be a greater possibility of default by foreign governments or
foreign government-sponsored enterprises. Investments in foreign countries
also involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. No assurance
can be given that the Adviser will be able to anticipate or counter these
potential events.
These risks generally are magnified by investments in developing countries.
Developing countries may have relatively unstable governments, economies
based only a few industries, and securities markets that trade a small
number of securities.
The Funds may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject
to transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.
American Depository Receipts and European Depository Receipts ("ADRs" and
"EDRs") are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a banker or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and EDRs
are alternatives to the purchase of the underlying securities in their
national markets and currencies.
Under normal circumstances, Lindner International Fund expects to invest at
least 65% of its assets in foreign securities. For Lindner Utility Fund and
Lindner Bulwark Fund, holdings in foreign securities will be limited to 35%
of each Fund's net assets, including a limit of 10% of each Fund's net
assets in securities primarily traded in the markets of any one country.
As an operating policy, Lindner Growth Fund and Lindner/Ryback Small-Cap
Fund may invest up to 25% of net assets in foreign securities; however,
these limitations are not fundamental policies and may be changed without
the consent of the holders of the majority of such Fund's outstanding voting
securities.
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Securities Lending. The Funds, except for Lindner Utility Fund, may lend
securities to parties such as broker-dealers, banks, or institutional
investors. The Funds will retain ownership of the securities loaned and,
at the same time will earn additional income. Because there may be delays
in the recovery of securities loaned, or even a loss of rights in collateral
supplied should the borrower fail financially, loans will be made only to
parties whose creditworthiness is deemed satisfactory by the Adviser. In
addition, securities loans will only be made if, in the judgment the
Adviser, the consideration to be earned from such loans would justify the
risk.
The Adviser understands that it is the current view of the SEC staff that
the Funds may engage in securities loan transactions only under the
following conditions: (1) the Funds must receive 100% collateral in the
form of cash, cash equivalents (e.g., U.S. Treasury bills or notes) or other
high grade liquid debt instruments from the borrower; (2) the borrower must
increase the collateral whenever the market value of the securities loaned
(determined on a daily basis) exceeds the value of the collateral; (3) after
giving notice, the Funds must be able to terminate the loans at any time;
(4) the Funds must receive reasonable interest on the loans or flat fees
from the borrower, as well as amounts equivalent to any dividends, interest,
or other distributions on the securities loans and to any increase in market
value; (5) the Funds may pay only reasonable custodian fees in connection
with the loans; and (6) the Board of Trustees must be able to vote proxies
on the securities loaned, either by terminating the loans or by entering
into alternative arrangements with the borrower. Cash received through loan
transactions may be invested in any security in which the Funds are
authorized to invest. Investing this cash subjects that investment, as well
as the security loaned, to market risks.
Leverage (Growth Fund and Bulwark Fund). Leveraging creates an opportunity
for increased net income and capital appreciation but, at the same time,
creates special risk considerations. For example, leveraging may exaggerate
changes in the net asset value of a Fund's shares and in the yield on a
Fund's portfolio. Although the principal of such borrowings will be fixed,
a Fund's assets may change in value during the time the borrowing is
outstanding. Leveraging will create interest expense for the Fund which can
exceed the income from the assets retained. To the extent the income
derived from securities purchased with borrowed funds exceeds the interest
a Fund will have to pay, the Fund's net income will be greater than if
leveraging were not used. Conversely, if the income from the assets
retained with borrowed monies is not sufficient to cover the cost of
leveraging, the net income of the Fund will be less than if leveraging were
not used, and therefore the amount available for distribution to
stockholders as dividends will be reduced.
Borrowing from banks will not exceed 12-1/2% of the Growth Fund's assets or
20% of the Bulwark Fund's assets at the time of borrowing. The Investment
Company Act of 1940 requires a Fund to maintain continuous asset coverage
(total assets including borrowing minus liabilities excluding borrowings)
of 300% of the amount borrowed. If due to market fluctuations or other
reasons a Fund's asset coverage falls below this
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level, the Fund may be required to sell some of its portfolio holdings
within three days to reduce debt and restore asset coverage. Any such sale
may occur at a time when it is disadvantageous to the Fund to sell
securities.
Illiquid Investments. The Dividend Fund, Growth Fund, Bulwark Fund and
International Fund may invest up to 15% of their net assets in illiquid
investments. Illiquid investments are investments that cannot by sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued. Under the supervision of the Board of Trustees,
the Adviser determines the liquidity of investments and, through reports
from the Adviser, the Board monitors trading activity in illiquid
investments. In determining the liquidity of investments, the Adviser may
consider various factors, including (i) the frequency of trades and
quotations, (ii) the number of dealers and prospective purchasers in the
marketplace, (iii) dealer undertakings to make a market, (iv) the nature of
the security (including any demand or tender features), and (v) the nature
of the marketplace for trades (including the ability to assign or offset a
Fund's rights and obligations relating to the investment). Investments
currently considered to be illiquid include over-the-counter options,
non-government stripped fixed-rate mortgage-backed securities, Interest Only
mortgage derivative securities and any other restricted or foreign
securities determined by the Adviser to be illiquid. However, with respect
to any OTC options that the Bulwark Fund writes, all or a portion of the
value of the underlying instrument maybe illiquid depending on the assets
held to cover the option and the nature and terms of any agreement the
Bulwark Fund may have to close out the option before expiration. In the
absence of market quotations, illiquid investments are priced at fair value
as determined in good faith by the Adviser, subject to review and approval
by the Board of Trustees. If through a change in values, net assets, or
other circumstances, a Fund were in a position where more than 15% of its
net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
Illiquid investments also include loans which the Bulwark Fund may purchase
from banks, insurance companies or other financial institutions. The
Bulwark Fund may purchase such loans at a discount from the principal amount
due, and may purchase all or a portion of such loans. The obligors on such
loans may be in reorganization or financial restructuring, creating a risk
of default. Such indebtedness will be acquired only after the Adviser makes
an independent analysis and evaluation of the credit risks involved and only
under circumstances where the original lender or some other financial
institution remains obligated to monitor the collateral securing such loan,
if any. Indebtedness of this type bears investment risks similar to high
yield securities but generally is less liquid. These types of transactions
will be included in the 15% limitation described above.
Repurchase Agreements (International Fund only). The International Fund may
invest in repurchase and reverse repurchase agreements. A repurchase
agreement involves the purchase of a security by the International Fund and
a simultaneous agreement (generally by a bank or dealer) to repurchase that
security back from the International Fund at
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<PAGE>
a specified price and date or upon demand. This technique offers a method
of earning income on idle cash. The repurchase agreement is effectively
secured by the value of the underlying security. A risk associated with
repurchase agreements is the failure of the seller to repurchase the
securities as agreed, which may cause the International Fund to suffer a
loss if the market value of such securities declines before they can be
liquidated on the open market. In the event of bankruptcy or insolvency of
the seller, the International Fund may encounter delays and incur costs in
liquidating the underlying security. The International Fund will not invest
in repurchase agreements maturing in more than seven days.
Investment Techniques and Types of Securities Applicable to Lindner Bulwark
Fund
Indexed Securities. The Bulwark Fund may purchase securities whose prices
are indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic. Gold-indexed
securities, for example, typically provide for a maturity value that depends
on the price of gold, resulting in a security whose price tends to rise and
fall together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities also may have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, commodity or other instrument to
which they are indexed, and also may be influenced by interest rate changes
in the U.S. and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies.
Short Sales. The Bulwark Fund may seek to hedge investments or realize
additional gains through short sales. The Bulwark Fund may make short
sales, which are transactions in which the Bulwark Fund sells a security it
does not own, in anticipation of a decline in the market value of that
security. To complete such a transaction, the Bulwark Fund must borrow the
security to make delivery to the buyer. The Bulwark Fund then is obligated
to replace the security borrowed by purchasing it at the market price at or
prior to the time of replacement. The price at
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<PAGE>
such time may be more or less than the price at which the security was sold
by the Bulwark Fund. Until the security is replaced, the Bulwark Fund is
required to repay the lender any dividends or interest which accrue during
the period of the loan. To borrow the security, the Bulwark Fund also may
be required to pay a premium, which would increase the cost of the security
sold. The net proceeds of the short sale will be retained by the broker,
to the extent necessary to meet margin requirements, until the short
position is closed out. The Bulwark Fund also will incur transaction costs
in effecting short sales.
The Bulwark Fund will incur a loss as a result of the short sale if the
price of the security increases between the date of the short sale and the
date on which the Bulwark Fund replaces the borrowed security. The Bulwark
Fund will realize a gain if the security declines in price between those
dates. The amount of any gain will be decreased, and the amount of any loss
increased by the amount of the premium, dividends, interest or expenses the
Bulwark Fund may be required to pay in IF connection with a short sale.
No securities will be sold short if, after giving effect to any such short
sale, the total market value of all securities sold short would exceed 25%
of the value of the Bulwark Fund's net assets. The Bulwark Fund similarly
will limit its short sales of the securities of any single issuer if the
market value of the securities of that issuer that have been sold short by
the Bulwark Fund would exceed two percent (2%) of the value of the Bulwark
Fund's net assets or if such securities would constitute more than (2%) of
any class of the issuer's securities.
Until the Bulwark Fund replaces a borrowed security in connection with short
sales, the Bulwark Fund will: (a) maintain daily a segregated account
containing cash or U.S. Government securities, at such a level that (i) the
amount deposited in the account plus the amount deposited with the broker
as collateral will equal the current value of the security sold short and
(ii) the amount deposited in the segregated account plus the amount
deposited with the broker as collateral will not be less than the market
value of the security at the time it was sold short; or (b) otherwise cover
its short position.
In addition, the Bulwark Fund also may make short sales "against the box,"
i.e., when a security identical to one owned by the Bulwark Fund is borrowed
and sold short. If the Bulwark Fund enters into a short sale against the
box, it is required to segregate securities equivalent in kind and amount
to the securities sold short (or securities convertible or exchangeable into
such securities) and is required to hold such securities while the short
sale is outstanding. The Bulwark Fund will incur transaction costs,
including interest, in connection with opening, maintaining, and closing
short sales against the box.
Limitations on Futures and Options Transactions. The Bulwark Fund has filed
a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
("CFTC") and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases sales of futures
contracts, or options on futures contracts, gold, silver, platinum or other
precious metals. Pursuant to Section 4.5 of the
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<PAGE>
regulations under the Commodity Exchange Act, such notice of eligibility
must include the representation that the Bulwark Fund will use futures
contracts and related options for bona fide hedging purposes within the
meaning of and intent of CFTC regulations, provided that the Bulwark Fund
may hold positions in futures contracts and related options that do not fall
within the definition of bona fide hedging transactions if the aggregate
initial margin and premiums required to establish such positions will not
exceed 5% of the Bulwark Fund's net assets (after taking into account
unrealized profits and unrealized losses on any such positions) and that in
the case of an option that is in-the-money at the time or purchase, the
in-the-money amount may be excluded from such 5%.
In addition to the above limitations, the Bulwark Fund will not: (a) sell
futures contracts, purchase put options, or write call options if, as a
result, more than 25% of the Bulwark Fund's total assets would be hedged
with futures and options under normal conditions; (b) purchase futures
contracts or write put options if, as a result, the Bulwark Fund's total
obligations upon settlement or exercise of purchased futures contracts and
written put options would exceed 25% of its total assets; (c) purchase call
options if, as a result, the current value of option premiums for call
options purchased by the Bulwark Fund would exceed 5% of the Bulwark Fund's
total assets; or (d) enter into any futures contract or option on a futures
contract if, as a result, the sum of initial margin deposits on futures
contracts and related options and premiums paid for options on futures
contracts the Bulwark Fund has purchased, after taking into account
unrealized profits and losses on such contracts, would exceed 5% of the
Bulwark Fund's total assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying securities,
and do not apply to securities that incorporate features similar to options.
The Bulwark Fund currently intends to treat the value of any
over-the-counter option it purchases as illiquid for the purposes of its
investment limits. Similarly, for any over-the-counter option it writes,
the Bulwark Fund will treat as illiquid the value of the option's underlying
instrument; however, if the Bulwark Fund has a guaranteed right to close out
the option with a primary U.S. government securities dealer, only the
maximum price of the closing transaction minus the amount the option is
in-the-money will be considered illiquid.
The above limitations on the Bulwark Fund's investments in futures contracts
and options, and the Bulwark Fund's policies regarding futures contracts and
options discussed elsewhere in this Statement of Additional Information, are
not fundamental policies and may be changed as regulatory agencies permit.
Futures Contracts. When the Bulwark Fund purchases a futures contract, it
agrees to purchase a specified underlying instrument or precious metal at
a specified future date. When the Bulwark Fund sells a futures contract,
it agrees to sell the underlying instrument or precious metal at a specified
future date. The price at which the purchase and sale will take place is
fixed when the Bulwark Fund enters into the
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<PAGE>
contract. Some currently available future contracts are based on specific
securities, such as U.S. Treasury bonds or notes, and some are based on
indices of securities or precious metal prices, such as the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500") or gold. Futures can be
held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with value of its underlying instrument or precious metal. Therefore,
purchasing futures contracts will tend to increase the Bulwark Fund's
exposure to positive and negative price fluctuations in the underlying
instrument or precious metal, much as if it had purchased the underlying
instrument or precious metal directly. When the Bulwark Fund sells a
futures contract, by contrast, the value of its futures position will tend
to offset both positive and negative market price changes, much as if the
underlying instrument or precious metal has been sold.
Futures Margin Payments. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument or precious
metal unless the contract is held until the delivery date. However, both
the purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant ("FCM"), when the
contract is entered into. Initial margin deposits are typically equal to
a percentage of the contract's value. If the value of either party's
position declines, that party will be required to make additional "variation
margin" payments to settle the change in value on a daily basis. The party
that has a gain may be entitled to receive all or a portion of this amount.
Initial and variation margin payments do not constitute purchasing
securities on margin for purposes of the Bulwark Fund's investment
limitations. In the event of the bankruptcy of the FCM that holds margin
on behalf of the Bulwark Fund, the Bulwark Fund may be entitled to return
of margin owed to it only in proportion to the amount received by the FCM's
other customers, potentially resulting in losses to the Bulwark Fund.
Purchasing Put and Call Options. By purchasing a put option, the Bulwark
Fund obtains the right (but not the obligation) to sell the option's
underlying instrument at a fixed strike price. In return for this right,
the Bulwark Fund pays the current market price for the option (known as the
option premium). Options have various types of underlying instruments,
including specific securities, indices of securities prices, and futures
contracts. The Bulwark Fund may terminate its position in a put option it
has purchased by allowing it to expire or by exercising the option. If the
option is allowed to expire, the Bulwark Fund will lose the entire premium
it paid. If the Bulwark Fund exercises the option, it completes the sale
of the underlying instrument at the strike price. The Bulwark Fund also may
terminate a put option position by closing it out in the secondary market
at its current price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs.)
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<PAGE>
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's strike
price. A call buyer typically attempts to participate in potential price
increases of the underlying instrument with risk limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to
suffer a loss if the underlying prices do not rise sufficiently to offset
the cost of the option.
Writing Put and Call Options. When the Bulwark Fund writes a put option,
it takes the opposite side of the transaction from the option's purchaser.
In return for receipt of the premium, the Bulwark Fund assumes the
obligation to pay the strike price for the option's underlying instrument
if the other party to the option chooses to exercise it. When writing an
option on a futures contract the Bulwark Fund will be required to make
margin payments to the FCM as described above. The Bulwark Fund may seek
to terminate its position in a put option it writes before exercise by
closing out the option in the secondary market at its current price. If the
secondary market is not liquid for a put option the Bulwark Fund has
written, however, the Bulwark Fund must continue to be prepared to pay the
strike price while the option is outstanding, regardless of price changes,
and must continue to segregate assets to cover its position.
If the underlying prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer also will profit, because it should be able to close out the
option at a lower price. If the underlying prices fall, the put writer
would expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the Bulwark Fund to sell or deliver the
option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options are
similar to those of writing put options, except that writing calls generally
is a profitable strategy if the underlying prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the effects
of a price decline. At the same time, because a call writer must be
prepared to deliver the underlying instrument in return for the strike
price, even if its current value is greater, a call writer gives up some
ability to participate in the underlying price increases.
Combined Positions. The Bulwark Fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, the Bulwark Fund may purchase a put option and write
a call option on the same underlying instrument, in order to construct a
combined position whose risk and return characteristics are similar to
selling a futures contract. Another possible combined position would
involve writing a call option at one strike price and
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<PAGE>
buying a call option at a lower price, in order to reduce the risk of the
written call option in the event of a substantial price increase. Because
combined options positions involve multiple trades, they result in higher
transaction costs and may be more difficult to open and close out.
Correlation of Price Changes. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the Bulwark Fund's current
or anticipated investments exactly. The Bulwark Fund may invest in options
and futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which it
typically invests, which involves a risk that the options or futures
position will not track the performance of the Bulwark Fund's other
investments.
Options and futures prices also can diverge from the prices of their
underlying instruments or precious metals, even if the underlying
instruments or precious metals match the Bulwark Fund's investments well.
Options and futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the
underlying instrument or precious metal, and the time remaining until
expiration of the contract, which may not affect the security or the
precious metal prices the same way. Imperfect correlation also may result
from: differing levels of demand in the options and futures markets and the
securities or precious metal markets, structural differences in how options
and futures and securities or precious metal are traded, or imposition of
daily price fluctuation limits or trading halts. The Bulwark Fund may
purchase or sell options and futures contracts with a greater or lesser
value than the securities or precious metal it wishes to hedge or intends
to purchase in order to attempt to compensate for differences in volatility
between the contract and the securities or precious metals, although this
may not be successful in all cases. If price changes in the Bulwark Fund's
options or futures positions are poorly correlated with its other
investments, the positions may fail to produce anticipated gains or result
in losses that are not offset by gains in other investments.
Liquidity of Options and Futures Contracts. No assurance can be given that
a liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument or precious metal's current price. In addition, exchanges may
establish daily price fluctuation limits for options and future contracts,
and may halt trading if a contract's price moves upward or downward more
than the limit in a given day. On volatile trading days when the price
fluctuation limit is reached or a trading halt is imposed, it may be
impossible for the Bulwark Fund to enter into new positions or close out
existing positions. If the secondary market for a contract is not liquid
because of price fluctuation limits or otherwise, it could prevent prompt
liquidation of unfavorable positions, and potentially could require the
Bulwark Fund to continue to hold a position until delivery or expiration
regardless of
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<PAGE>
changes in its value. As a result, the Bulwark Fund's access to other
assets held to cover its options or futures positions also could be
impaired.
OTC Options. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options i.e., options not traded
on exchanges ("OTC options"), generally are established through negotiation
with the other party to the option contract. While this type of arrangement
allows the Bulwark Fund greater flexibility to tailor an option to its
needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing organization
of the exchanges where they are traded. The risk of illiquidity also is
greater with OTC options, since these options generally can be closed out
only by negotiation with the other party to the option.
Asset Coverage for Futures and Options Positions. The Bulwark Fund will
comply with guidelines established by the Securities and Exchange Commission
with respect to coverage of options and futures by mutual funds, and if the
guidelines so require will segregate cash and appropriate high-grade liquid
debt assets in the amount prescribed. Segregated securities cannot be sold
while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of the Bulwark Fund's assets could
impede portfolio management or the Bulwark Fund's ability to meet redemption
requests or other current obligations.
Precious Metals. In addition to its investments in securities, the Bulwark
Fund may invest up to 25% of its total assets in precious metals, such as
gold, silver, platinum, and palladium, and precious metal options and
futures. The prices of precious metals are affected by broad economic and
political conditions, but are less subject to local and company-specific
factors than securities of individual companies. As a result, precious
metals and precious metal options and futures may be more or less volatile
in price than securities of companies engaged in precious metals-related
businesses. The Bulwark Fund may purchase precious metals in any form,
including bullion and coins, provided that the Adviser intends to purchase
only those forms of precious metals that are readily marketable and that can
be stored in accordance with custody regulations applicable to mutual funds.
The Bulwark Fund may incur higher custody and transaction costs for precious
metals than for securities. Also, precious metals investments do not pay
income. As a further limit on precious metals investment, under current
federal tax law, gains from selling precious metals may not exceed 10% of
the Bulwark Fund's annual gross income. This tax requirement could cause
the Bulwark Fund to hold or sell precious metals, securities, options or
futures when it would not otherwise do so.
The value of the Bulwark Fund's investment may be affected by changes in the
price of gold and other precious metals. Gold has been subject to
substantial price fluctuations over short periods of time and may be
affected by un predictable international monetary and other governmental
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<PAGE>
policies, such as currency devaluations or revaluations; economic and social
conditions within a country; trade imbalances; or trade or currency
restrictions between countries. Since much of the world's known gold
reserves are located in South Africa, political and social conditions there
may pose certain risks to the Bulwark Fund's investments. For instance,
social upheaval and related economic difficulties in South Africa could
cause a decrease in the share values of South African issuers.
General
There is no assurance that the Funds' objectives will be met or that there
will not be substantial losses in any given investment. Also, at anytime,
the value of each Fund's shares may be more or less than the investor's
cost.
III. MANAGEMENT OF THE TRUST
The Officers and Trustees of the Trust are listed below, together with
information regarding their principal business occupations during at least
the past five years and their ages. Each of the Trustees of the Trust was
elected as a trustee at the inception of the Trust in 1993 and has served
continuously since that date.
<TABLE>
<CAPTION>
Position(s)
Held With Principal Occupation(s)
Name and Address The Trust During Past 5 Years Age
<S> <C> <C> <C>
Doug T. Valassis* Chairman Since 1993, Chairman and Director 43
520 Lake Cook Road, of the of the Trust. Chairman and Treasurer
Suite 325 Board and of the Adviser since 1992. President
Deerfield, IL 60015 Trustee and Chief Executive Officer of
Franklin Enterprises, Inc.,
a private investment firm, for more
than last five years.
Eric E. Ryback* President Since 1993, Trustee and President 43
7711 Carondelet Ave. and Trustee of the Trust. President and a
Suite 700 Director of the Adviser since 1992.
St. Louis, MO 63105 Prior to 1993 and for more than five
years was Vice President of Lindner
Fund, Inc. ("LFI") and Lindner Dividend
Fund, Inc. ("LDFI") and Vice President
of Lindner Management Corporation
("LMC"), the prior investment adviser
to LFI and LDFI.
Robert A. Lange Senior Vice Served for more than past five 51
7711 Carondelet President years as Senior Vice President of
Suite 700 LFI, LDFI and, prior to 1993, LMC.
St. Louis, MO 63105 Since 1993, serves as Senior Vice
President of the Trust and the Adviser.
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<PAGE>
Brian L. Blomquist Admin. Vice Served for more than past five 36
7711 Carondelet Ave. President years as Administrative Vice
Suite 700 Secretary and President and Secretary
St. Louis, MO 63105 Treasurer of LFI, LDFI and, prior to 1993
LMC. Since 1993, has served as Vice
President - Operations, Treasurer
and Assistant Secretary of the Adviser
and as Administrative Vice President,
Secretary and Treasurer of the Trust.
Lawrence G. Callahan Vice President Vice President of LFI and LDFI from 34
7711 Carondelet Ave. 1992 to 1995. Previously served
Suite 700 as research assistant to LFI and
St. Louis, MO 63105 LDFI for more than five years. Since
1993, serves as Vice President of the
Trust and the Adviser.
Terence P. Fitzgerald Trustee Senior Counsel of The May Department 40
6641 Waterman Stores since April 1993; Vice
St. Louis, MO 63130 President of May Realty, Inc., from
April 1990 until April 1993.
Marc P. Hartstein Trustee For more than five years has been 42
3 Middlebrook Lane employed by Anheuser-Busch, Inc.,
St. Louis, MO 63141 and is currently serving as Assistant
to the Vice President, Field Sales.
Also owns Hart Communications, Inc., a
research, strategic planning and image
development firm.
Donald J. Murphy Trustee For more than past five years, 52
970 E. Deerpath Rd. has served as President and Chief
Lake Forest, IL 60045 Executive Officer of Murcom Financial,
Ltd., a private investment firm.
Robert L. Byman Trustee Partner in the laws firm of Jenner 49
Jenner & Block & Block, Chicago, Illinois, for more
One IBM Place than the past five years
Chicago, IL 60611
Peter S. Horos Trustee Investment Manager, Allstate Life 46
All State Insurance Company, Northbrook,
All State Plaza Illinois, for more than the past five
Northbrook, IL 60062 years.
Dennis P. Nash Trustee Vice President, Nellis Feed Company, 44
Nellis Feed Company a feed ingredient broker, for more
899 Skokie Blvd. than the past five years.
Northbrook, IL 60062
* Messrs. Ryback and Valassis are interested persons of the Funds, as defined by the
Investment Company Act of 1940.
</TABLE>
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<PAGE>
Compensation
During the most recently completed fiscal year, Trustees of Lindner
Investments received the following compensation from all of the mutual funds
managed by the Adviser:
Aggregate Remuneration
Name and Capacity in which Received from the Trust
Remuneration was Received With Respect to All Funds
- -------------------------- -------------------------
Robert L. Byman, Trustee $ 750
Terrence P. Fitzgerald, Trustee 7,975
Marc P. Hartstein, Trustee 9,775
Peter S. Horos, Trustee 1,200
Donald J. Murphy, Trustee 8,700
Dennis P. Nash, Trustee 975
Eric E. Ryback,
Trustee and President -0-
Doug T. Valassis,
Trustee and Chairman -0-
There are no pension or retirement benefit plans or programs in effect for
Trustees of the Trust or any other mutual fund managed by the Adviser. No
officers of the Trust or any other mutual fund managed by the Adviser
receive any renumeration from the Trust or such other mutual fund as
officers or employees of the Trust or of any such other mutual funds.
IV. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Shareholders of each Fund will vote by series except as otherwise required
by the Investment Company Act of 1940. Matters affecting an individual
series include, but are not limited to, the investment objectives, policies
and restrictions of that series. Shares have no subscription, preemptive
or conversion rights. Shares do not have cumulative voting rights when
voting on the election of Trustees. Therefore, the holders of more than 50%
of the aggregate number of shares of all series of the Trust may elect all
the Trustees.
At September 18, 1995, no person beneficially owned, either directly or
indirectly, more than 25% of the voting securities of the Trust or any Fund,
nor had the Trust or any Fund or any other person acknowledged or asserted
the existence of control over the Trust or any Fund, nor had there been any
adjudication under the Investment Company Act of 1940 that control over the
Trust or any Fund exists. In addition, at September 18, 1995, no person
owned of record or was known by the Trust to own of record or beneficially
5% or more of any series of the Trust.
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<PAGE>
As of September 18, 1995, the officers and Trustees of the Trust, as a
group, owned the following amounts of shares in each Fund:
Name of No. of
Fund Shares % of Total
Lindner Dividend Fund 85,349 shs. 0.12%
Lindner Growth Fund 101,392 shs. 0.17%
Lindner Utility Fund 14,033 shs. 0.97%
Lindner Bulwark Fund 43,522 shs. 0.62%
Lindner/Ryback Small-Cap Fund 29,649 shs. 1.86%
Lindner International Fund 18,298 shs.41.53%
V. INVESTMENT ADVISORY AND OTHER SERVICES
(a) Controlling Persons
The Funds' Adviser, Ryback Management Corporation, is controlled by three
irrevocable trusts u/t/a dated October 14, 1992 (the "Valassis Trusts"),
which as of June 30, 1994, held 90% of the voting securities of the Adviser.
The Valassis Trusts are investment entities formed for the benefit of the
members of the George Valassis family. Mr. Doug T. Valassis is a co-Trustee
of the Valassis Trust and serves as the Chairman of the Board of Directors
of the Adviser. The other co-Trustees of the Valassis Trust are Edward W.
Elliott, Jr., and D. Craig Valassis. The officers of the Funds also serve
as officers of the Adviser. See "Management of the Funds".
(b) Services Provided by Adviser
Under the Advisory Contracts, the Adviser provides the Funds with investment
advisory services, office space, and personnel, and the Adviser pays the
salaries and fees of the Funds' officers and directors who are interested
persons of the Funds and all personnel rendering clerical services relating
to the Funds' investments. The Adviser also pays all promotional expenses
of the Funds, including the printing and mailing of the prospectus to other
than current shareholders. The Funds pay all other costs and expenses
including interest, taxes, fees of directors who are not interested persons
of the Funds, other fees and commissions of every kind, administrative
expenses directly related to the issuance and redemption of shares including
expenses of registering or qualifying shares for sale, charges of
custodians, transfer agents, and registrars, costs of printing and mailing
reports and notices to shareholders, auditing services and legal services,
and other expenses not expressly assumed by the Adviser.
(c) Adviser Compensation
LINDNER DIVIDEND FUND
The Advisory Contract for Lindner Dividend Fund requires payment of a
quarterly fee at the annualized rate of 7/10 of 1% of the average net assets
of the Dividend Fund not in excess of $50 million, 6/10 of 1% of the
Dividend Fund's average net assets in excess of $50 million and up to $200
million and 5/10 of 1% of the Dividend Fund's average net assets in excess
of $200 million. For purposes of computing the quarterly fee, the
25
<PAGE>
Dividend Fund's average net assets are calculated by dividing the sum of the
Dividend Fund's net assets at the beginning and end of each month in the
fiscal quarter by six. For the four months ended June 30, 1995 and the
fiscal years ended February 28 (or 29, as applicable), 1995, 1994, and 1993,
the Dividend Fund paid advisory fees of $3,096,798, $8,309,088, $6,743,800
and $2,868,307, respectively.
LINDNER GROWTH FUND
The Advisory Contract for Lindner Growth Fund requires payment of a basic
fee of 0.7% per annum of the first $50 million of average net assets of the
Growth Fund, plus 0.6% of the next $350 million and 0.5% of the excess over
$400 million, subject to increase or decrease (performance bonus or penalty)
depending on the Growth Fund's investment performance compared with the
investment record of the Standard & Poor's 500 Stock Composite Index.
Investment performance of the Growth Fund means the sum of the change in its
net asset value during the fiscal year and the value of dividends and
capital gains distributions per share accumulated to the end of the fiscal
year, expressed as a percentage of net asset value per share at the
beginning of the fiscal year. In computing the investment performance of
the Growth Fund and the investment record of the Index, distributions of
realized capital gains by the Growth Fund, dividends paid by the Growth Fund
out of its investment income, and all cash distributions of the Companies
whose stocks comprise the Index, are treated as reinvested.
Fee Schedule for Growth Fund
If the Growth Fund's First $50 Next $350 Excess Over
performance exceeds the Million Million $400 Million
Index by: of Assets of Assets of Assets
more than 12% ................. 0.9% 0.8% 0.7%
more than 6% but less than 12%. 0.8% 0.7% 0.6%
less than 6% .................. 0.7% 0.6% 0.5%
If the Growth Fund's
performance falls below
the Index by:
less that 6% .................. 0.7% 0.6% 0.5%
more than 6% but less that 12%. 0.6% 0.5% 0.4%
more than 12% ................. 0.5% 0.4% 0.3%
The maximum fee possible, assuming maximum performance, is 0.9% of the
first $50 million of average net assets, 0.8% of the next $350 million, and
0.7% of the excess over $400 million. The smallest fee possible, assuming
poorest performance, is 0.5% of the first $50 million of average net assets,
0.4% of the next $350 million, and 0.3% of the excess over $400 million.
The basic fee may be increased or decreased, in accordance with the
foregoing formula, during a particular year despite the fact that (1) there
may be no change in the Index, if there is an increase or decrease in the
net asset value per share of the Growth Fund of at least 6%, or (2) there
may be no change in the net asset value per share of the
26
Growth Fund, if there is an increase or decrease in the Index of at least
6%. The Growth Fund's average net assets is the sum of the net assets
exclusive of any accrued performance bonus or penalty at the beginning and
end of each month of the fiscal year, divided by twenty-four. The net fee
is accrued monthly. In partial payment of amounts so accrued, the Adviser
is entitled to receive quarterly installments of 1/10 of 1% of average net
assets toward the annual fee, subject to the foregoing expense limitation
applied on a quarterly basis; the excess, if any, of the annual fee over the
quarterly installments is payable annually, within thirty days after receipt
of the Accountant's Report for the Growth Fund's fiscal year. For the
fiscal years ended June 30, 1995, 1994, and 1993, the Growth Fund paid
advisory fees of $6,453,586, $7,778,757 and $5,956,695, respectively.
For both the Dividend Fund and the Growth Fund, the Adviser is required to
reimburse the Fund for any excess of annual operating and management
expenses, exclusive of taxes and interest but including the Adviser's
compensation, over 1-1/2% of the first $30,000,000 of the Fund's average net
assets plus 1% of average net assets in excess of $30,000,000 for any fiscal
year. Any excess over the expense limitation is paid by the Adviser
monthly.
LINDNER UTILITY FUND, BULWARK, SMALL-CAP
and INTERNATIONAL FUNDS
The Advisory Contract for Lindner Utility Fund and Lindner/Ryback Small-Cap
Fund require payment of a monthly fee equal to 1/12th of the sum of the
products obtained by multiplying (i) the average net assets of each Fund not
in excess of $50,000,000 by 0.7%; the average net assets of the applicable
Fund in excess of $50,000,00 but not in excess of $200,000,000 by 0.6%; and
the average net assets of the applicable Fund in excess of $200,000,000 by
0.5%. For purposes of these calculations, average net assets of each Fund
is deemed to be the applicable daily net asset value averaged for each
calendar month.
The Advisory Contracts for Lindner Bulwark Fund and Lindner International
Fund require payment of a monthly fee equal to 1/12th of the product
obtained by multiplying the average net assets of the Fund by 1.0%.
Under each Advisory Contract for these Funds, the Adviser is required to
reimburse each Fund for any excess of annual operating and management
expenses relating to each Fund, exclusive of taxes and interest but
including the Adviser's compensation, over the most stringent expense
limitation imposed by state law or regulation for any fiscal year. Any
excess over the expense limitation is paid by the Adviser monthly.
The following table summarizes the advisory fees paid by the Funds (or
the predecessor funds to the Dividend Fund and the Growth Fund) during the
fiscal year ended June 30, 1995, except as noted. No expense reimbursement
has been required of the Adviser for the fiscal year ended June 30, 1995,
except for Lindner International Fund, which the Adviser reimbursed $3,786
during the fiscal year ended June 30, 1995.
27
<PAGE>
Fiscal Year or Period Ended June 30,
------------------------------------
Fund Name 1995 1994 1993
---- ---- ----
Lindner Utility Fund .................. $206,377 $ 40,094(1) N/A
Lindner Bulwark Fund .................. 653,096 50,220(2) N/A
Lindner/Ryback Small-Cap Fund ......... 46,111 9,496(3) N/A
Lindner International Fund ............ 1,108(4) N/A N/A
(1) October 4, 1993 to June 30, 1994.
(2) February 11, 1994 to June 30, 1994.
(3) January 24, 1994 to June 30, 1994.
(4) January 1, 1995 to June 30, 1995.
(d) Agency Agreement with Adviser
Under the Agency Agreement, Ryback Management maintains shareholder records
and keeps such accounts, books, records, or other documents as the Funds are
required to keep under federal or state laws. Ryback Management also acts
as stock registrar, transfer agent and dividend disbursing agent, issues and
redeems the Funds' shares, mails the Funds' prospectuses and proxy
statements to the Funds' shareholders, and disburses dividend payments. For
the predecessor funds to the Dividend Fund and the Growth Fund, the Adviser
provided these services for a fee that, until January 31, 1995, was the
lesser of (a) $0.50 per shareholder account per month or (b) an amount
determined by multiplying the ratio of the Fund's net assets to the total
assets under management by the sum of the salaries, employment taxes and
fringe benefits of the Adviser's employees engaged predominantly in
processing transactions in Fund shares plus the expenses associated with the
computer system used to maintain the Fund's shareholder records. Effective
February 1, 1995, this fee was increased for the predecessor funds to the
Dividend Fund and the Growth Fund to $0.75 per shareholder account per
month. For all series of the Trust, Ryback Management provides these
services for a fee of $0.75 per shareholder account per month.
The Agency Agreement may be terminated by the Funds or Ryback Management
upon 60 days' notice. The Agency Agreement is also automatically terminated
if it (1) is not approved by a majority of the Trust's trustees and a
majority of the Trust's disinterested trustees upon the annual renewal date
of the Agreement, which must be not later than December 31 of each year, or
(2) is assigned in whole or in part by Ryback Management. If the Agency
Agreement is terminated for either of the foregoing reasons, the Trust's
trustees will cause the Funds to enter into a stock transfer and dividend
disbursing agency agreement with an unrelated party upon such terms and
conditions as can be obtained at that time.
28
<PAGE>
The following table summarizes the fees paid by the Funds (or the the
predecessor funds to the Dividend Fund and the Growth Fund) under the Agency
Agreement during the fiscal years ended June 30, 1994, 1993 and 1992, except
as noted:
Fiscal Year or Period Ended June 30,
------------------------------------
Fund Name 1995 1994 1993
---- ---- ----
Lindner Dividend Fund (1) .......... $243,118 $471,976 $327,481
Lindner Growth Fund ................ 465,913 352,619 233,600
Lindner Utility Fund ............... 13,094 6,903(2) N/A
Lindner Bulwark Fund ............... 22,261 1,312(3) N/A
Lindner/Ryback Small-Cap Fund ...... 4,049 1,099(4) N/A
Lindner International Fund ......... 122(5) N/A N/A
(1) Four months ended June 30, 1995 and fiscal years
ended February 28, 1995 and 1994.
(2) October 4, 1993 to June 30, 1994.
(3) February 11, 1994 to June 30, 1994.
(4) January 24, 1994 to June 30, 1994.
(5) January 1, 1995 to June 30, 1995.
(e) Custodians and Independent Auditors
Star Bank, N.A.("Star Bank"), 425 Walnut Street, Cincinnati, Ohio 45202,
acts as custodian of all cash and domestic securities of the Funds. Star
Bank receives a monthly fee based on monthly average net assets of all Funds
equal to .00015 for the first $700,000,000, plus .000075 of the next
$500,000,000, plus .00006 of the amount in excess of $3,000,000,000, which
fee is allocated among the Funds on the basis of their net asset values.
The Chase Manhattan Bank, N.A. ("Chase"), 4 Chase MetroTech, 18th Floor,
Brooklyn, NY 11245, serves as the Funds' custodian of foreign securities and
precious metals. Chase charges custodian fees on a sliding scale depending
on the countries in which each Fund is invested. The fees include
transaction charges ranging from $30 to $125 plus safekeeping fees ranging
from 10/100 of 1% to 42/100 of 1% per annum, based upon the portfolio market
value of foreign securities in each country as of the close of business on
the last business day of each quarter. Precious metal safekeeping charges
are based on the amount being stored, while charges for options and futures
contracts are made on a per transaction basis.
Deloitte & Touche LLP, independent auditors, One City Centre, St. Louis,
Missouri 63101, audits the Funds' annual financial statements.
VI. BROKERAGE ALLOCATION
Placement of the Funds' orders to buy and sell portfolio securities is the
responsibility of the Adviser. Such decisions are made for the Adviser by
its President, Eric E. Ryback, Senior Vice President, Robert A. Lange, or
Vice President, Lawrence G. Callahan. Policies underlying the allocation
of brokerage are subject to review by the Trust's Board of Trustees. In the
allocation of such orders and the resulting commissions, the following
factors are considered:
29
<PAGE>
--The Adviser's past experience, in dealing with various brokers, of
attaining the Funds' objectives of good execution at the most
favorable price;
--The services furnished by the broker in providing price quotations;
--The allocation to the Funds of desired underwritten securities;
--The part, if any, played by the broker or dealer in bringing the
security involved to the Adviser's attention and providing
information, research and analysis with respect thereto;
--Assistance in the sale of Fund shares, provided that execution of
orders is satisfactory and that commission rates are competitive with
those available from other brokers; and
--Commission rates (see discussion below).
It is the policy of each Fund to secure, consistent with good execution, the
highest possible price on sales and the lowest possible price on purchases
of securities. Since brokers are compensated through commissions for
services described above and since commissions may be paid at varying rates,
sales even at the highest possible price may not yield the maximum possible
net proceeds and purchases even at the lowest possible price may not be made
at the lowest possible overall cost.
As permitted by section 28(e) of the Securities Exchange Act of 1934,
commissions paid to brokers for effecting securities transactions may exceed
the commission which another broker would have charged for effecting such
transactions, if the Adviser has determined in good faith that such charges
are reasonable in view of quotation or research services provided by such
broker. Research services that may be provided to the Funds by a broker
include calling attention to a stock and providing information about the
operations of companies over and above that published in investment manuals.
The receipt of quotation services from a broker relieves the Adviser of
certain expenses which it would otherwise incur. Any information and
analysis received from brokers supplements the Adviser's activities and
facilities, but does not reduce its expenses. The Adviser's authority to
incur such fees is subject to policy review by the Trust's Board of
Trustees. Advice provided by brokers may be used by the Adviser in
servicing clients other than the Funds.
The Funds and their Adviser do not consider their facilities to be adequate
for the conduct of over-the-counter trading and believe that better
execution can usually be obtained through utilization of brokers rather than
direct dealing with primary market makers. Thus, except for those instances
in which the Funds deal directly with a primary market maker, the Funds pay
both the dealer's mark-up or mark-down and the broker's commission. This
practice has resulted and will continue to result in greater costs to the
Funds.
30
<PAGE>
During the fiscal year or period ended June 30, 1995, the total brokerage
commissions paid by the Funds (or the predecessor funds to the Dividend Fund
and the Growth Fund) to brokers and dealers because of research services
provided are summarized below:
Commissions
Fund Name Paid Transactions
- --------- ----------- ------------
Lindner Dividend Fund (1) .......... $ 312,789 $133,048,026
Lindner Growth Fund ................ 2,547,343 578,568,394
Lindner Utility Fund ............... 147,144 44,363,782
Lindner Bulwark Fund ............... 236,104 51,541,879
Lindner/Ryback Small-Cap Fund ...... 30,165 4,156,347
Lindner International Fund (2)...... 0 0
(1) Four months ended June 30, 1995.
(2) January 1, 1995 to June 30, 1995.
The following table lists the total amount of brokerage commissions paid
by each Fund during each of the last three fiscal years ended June 30, 1995
(for the four months ended June 30, 1995, in the case of the Dividend Fund):
Fiscal Year or Period Ended June 30,
------------------------------------
Fund Name 1995 1994 1993
---- ---- ----
Lindner Dividend Fund .............. $ 420,663 $ 992,756 $1,081,617
Lindner Growth Fund ................ 2,997,919 3,496,761 1,416,751
Lindner Utility Fund ............... 265,287 38,216(1) N/A
Lindner Bulwark Fund ............... 575,002 58,504(2) N/A
Lindner/Ryback Small-Cap Fund ...... 79,406 18,494(3) N/A
Lindner International Fund ......... 0(4) N/A N/A
(1) October 4, 1993 to June 30, 1994
(2) February 11, 1994 to June 30, 1994
(3) January 24, 1994 to June 30, 1994
(4) January 1, 1995 to June 30, 1995
Under normal circumstances, each Fund's portfolio turnover rate is
anticipated to be less than 75% per year, except that the International Fund
may have an annual portfolio turnover rate in excess of 100% (but the
Adviser does not expect this rate to exceed 150%).
VII. PURCHASE, REDEMPTION AND PRICING OF SECURITIES
As stated in the Prospectus, the Funds determine its current net asset value
at the close of trading on each business day on which at least one of the
following markets is open: New York Stock Exchange, American Stock
Exchange, or the Nasdaq Stock Market. Net asset value is calculated by
dividing the value of each Fund's securities, plus any cash and other assets
(including dividends and interest accrued but not collected) less all
liabilities (including accrued expenses) by the total number of shares
outstanding.
Investments in securities traded on a national securities exchange or quoted
on the Nasdaq National Market System are valued at the last reported sales
price as of the close of the New York Stock Exchange.
31
<PAGE>
Securities traded in the over-the-counter market and listed securities for
which no sale was reported on that date are valued at the mean between the
last reported bid and asked prices. Securities which are traded both in the
over-the-counter market and on a stock exchange are valued according to the
broadest and most representative market. Securities and assets for which
quotations are not readily available are valued at fair value as determined
in good faith by or pursuant to procedures established by the Trustees.
The value of foreign securities is converted into U.S. dollars at the rate
of exchange prevailing on the valuation date. Purchases and sales of
foreign securities as well as income and expenses related to such securities
are converted at the prevailing rate of exchange on the respective dates of
such transactions.
Each Fund may, to the extent permitted by its investment restrictions, have
positions in portfolio securities for which market quotations are not
readily available. It may be difficult to determine precisely the fair
market value for such investments and there may be a range of values which
are reasonable at any particular time. Fair value in such instances will
be determined in good faith by the Board of Trustees of Lindner Investments
and based upon such factors as are deemed relevant under the circumstances,
including the financial condition and operating results of the issuer,
recent third party transactions (actual or proposed) relating to such
securities and, in extreme cases, the liquidation value of the issuer.
Shares are offered to the public at the price set forth in the Prospectus,
pursuant to written application as specified in the Prospectus (see
"Purchase of Shares and Shareholder Inquiries"). In the event that the
Funds issue their shares in exchange for other securities, such other
securities will meet the applicable Fund's investment objectives and
policies, will be acquired for investment and will be liquid securities
(i.e., not restricted as to transfer by law or liquidity of market) that
have a readily ascertainable market value.
Following is a specimen price make-up sheet showing as of June 30, 1994, the
computation of total offering price per unit, using the basis set forth in
the Prospectus for valuation of each Fund's portfolio securities and other
assets.
32
<PAGE>
SPECIMEN PRICE MAKE-UP SHEET
June 30, 1995
<TABLE>
<CAPTION>
Lindner/Ryback Lindner
Lindner Lindner Lindner Lindner Small-Cap Internat'l
Dividend Fund Growth Fund Utility Fund Bulwark Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Securities at Market $1,901,013,930 $1,455,726,581 $17,009,577 $55,831,610 $6,621,300 $198,591
Cash and other assets,
including accrued income 29,498,242 10,516,059 827,692 25,580,593 1,274,673 132,850
Total Assets 1,930,512,172 1,466,242,640 17,837,269 81,412,303 7,895,973 331,441
Liabilities, including
accrued expenses 27,591,703 20,058,366 255,632 16,361,833 28,618 36,315
Net Assets $1,902,920,469 $1,446,184,274 $17,581,637 $65,050,470 $5,280,235 $295,126
============= ============= ========== ========== ========= =======
Number of Shares
Outstanding 73,201,922 61,976,612 1,631,862 9,179,307 1,439,629 32,456
Net Asset Value, Offering
and Redemption price
per share $26.00 $23.33 $10.77 $7.09 $5.46 $9.09
===== ===== ===== ==== ==== ====
</TABLE>
VIII. ADDITIONAL PERFORMANCE INFORMATION
The Funds may from time to time include their "average annual total return"
in communications to present or prospective investors. "Average annual total
return" is the annual percentage change in an investment in the applicable
Fund over a stated period of time.
Each Fund will compute average annual total return using the following
formula:
P(1+T)n = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the 1, 5 or 10 year period at
the end of the 1, 5 or 10 year period
In making the above-described computation, each Fund will assume that all
dividends and capital gains distributions by the Fund are reinvested at the
Fund's net asset value per share on the reinvestment date. The Funds do not
have sales loads or other charges payable by all shareholders that could
affect their calculations of average annual total return.
33
<PAGE>
The total return for each Fund (or its predecessor) is provided in the table
below, computed for the periods shown:
Average Annual Total Return for
Year or Period Ended June 30, 1995
-----------------------------------
Life of Life
Fund of
Fund Name (in months) 1 year 5 years 10 years Fund
- --------- ----------- ------ ------- -------- ----
Lindner Dividend Fund N/A 11.81% 12.88% 11.83% N/A
Lindner Growth Fund N/A 14.89% 10.17% 12.19% N/A
Lindner Utility Fund N/A 12.51% N/A N/A 12.95%
Lindner Bulwark Fund N/A 0.10% N/A N/A 2.53%
Lindner/Ryback Small-Cap Fund N/A 14.32% N/A N/A 9.52%
Lindner International Fund(1) 6 N/A N/A N/A 1.00%
(1) January 1, 1995 to June 30, 1995.
Average annual total return is an historical measure of performance and is
not necessarily indicative of a Fund's future performance. Such measurement
will vary from time to time depending upon numerous factors, including
without limitation market conditions, the composition of each Fund's
portfolio and operating expenses. These factors should be considered when
evaluating each Fund's performance.
IX. FINANCIAL STATEMENTS:
The report of Deloitte & Touche LLP, independent auditors, and the
financial statements of Lindner Investments, which are contained in the
Lindner Investments Annual Report to Shareholders for the fiscal year ended
June 30, 1995, previously sent to shareholders of Lindner Investments
pursuant to Section 30(d) of the Investment Company Act of 1940 and
previously filed with the Securities and Exchange Commission, are hereby
incorporated by reference into this Statement of Additional Information.
Lindner Investments will furnish a copy of such Annual Report to
Shareholders, without charge, upon request made to Brian L. Blomquist,
Secretary of Lindner Investments, 7711 Carondelet Avenue, Suite 700, St.
Louis, Missouri 63105 (telephone: 314-727-5305).
34
PART C
OTHER INFORMATION
Item 24. Financial Statement and Exhibits
(a) Financial Statements:
(1) * Statements of Assets and Liabilities as of June 30, 1995
(2) * Schedules of Investments as of June 30, 1995
(3) * Statements of Operations for the period ended June 30, 1995
(4) * Statements of Changes in Net Assets for the period ended June
30, 1995
(5) * Financial Highlights for the period ended June 30, 1995
(6) * Report of Deloitte & Touche LLP, independent auditors.
* Incorporated by reference in Part B from Registrant's Annual Report
to Shareholders for the fiscal year ended June 30, 1995.
(b) Exhibits:
(1) Declaration of Trust, dated July 19, 1993
(2) Bylaws
(3) None
(4) None
(5) (a) Advisory and Service Contract, dated as of September 23,
1993, between the Registrant and Ryback Management Corporation relating to
the Lindner Utility Fund and the Lindner/Ryback Small-Cap Fund
(b) Advisory and Service Contract, dated as of September 23,
1993, between the Registrant and Ryback Management Corporation relating to
the Lindner Bulwark Fund
(c) Advisory and Service Contract, dated as of December 28, 1994,
between the Registrant and Ryback Management Corporation relating to the
Lindner International Fund
(d) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating to the
Lindner Dividend Fund
(e) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating to the
Lindner Growth Fund
(6) None
(7) None
(8) (a) Custody Agreement between the Registrant and Star Bank, N.A.,
dated December 7, 1994
(b) Global Custody Agreement between the Registrant and Chase
Manhattan Bank, N.A., dated September 28, 1993
(9) Agency Agreement, dated September 23, 1993, between the
Registrant and Ryback Management Corporation, as amended on August 18, 1994
(10) Opinion of Dykema Gossett PLLC, counsel for the Registrant
(including consent)
(11) Consent of Deloitte & Touche LLP
(12) None
(13) Purchase Agreements, dated as of August 25, 1993, between the
Registrant and the shareholders of Ryback Management Corporation
(14) None
(15) None
(16) None
(27) Financial Data Schedules for each Series (EDGAR filing only)
C-1
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities
The following table sets forth information as to all record holders
of Registrant's securities as of September 25, 1995:
Number of
Title of Class Record Holders
Lindner Dividend Fund, shares of beneficial
interest, par value $0.01 per share....... 78,864
Lindner Growth Fund, shares of beneficial
interest, par value $0.01 per share....... 60,253
Lindner Utility Fund, shares of beneficial
interest, par value $0.01 per share....... 1,305
Lindner Bulwark Fund, shares of beneficial
interest, par value $0.01 per share....... 2,051
Lindner/Ryback Small-Cap Fund, shares of
beneficial interest, par value $0.01
per share................................. 540
Lindner International Fund, shares of
beneficial interest, par value $0.01
per share................................. 49
Item 27. Indemnification
The Declaration of Trust and Bylaws of the Registrant contain
provisions covering indemnification of the officers and trustees. The
following are summaries of the applicable provisions.
The Registrant's Declaration of Trust provides that every person who
is or has been a trustee, officer, employee or agent of the Registrant and
every person who serves at the trustees request as director, officer,
employee or agent of another enterprise will be indemnified by the
Registrant to the fullest extent permitted by law against all liabilities
and against all expenses reasonably incurred or paid by him in connection
with any debt, claim, action, demand, suit, proceeding, judgment, decree,
liability or obligation of any kind in which he becomes involved as a party
or otherwise or is threatened by virtue of his being or having been a
trustee, officer, employee or agent of the Registrant or of another
enterprise at the request of the Registrant and against amounts paid or
incurred by him in the compromise or settlement hereof.
No indemnification will be provided to a trustee or officer: (i)
against any liability to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office ("disabling conduct"); (ii)
with respect to any matter as to which he shall, by the court or other body
by or before which the proceeding was brought or engaged, have been finally
adjudicated to be liable by reason of disabling conduct;
C-2
<PAGE>
(iii) in the absence of a final adjudication on the merits that such trustee
or officer did not engage in disabling conduct, unless a reasonable
determination based upon a review of the facts that the person to be
indemnified is not liable by reason of such conduct, is made by vote of a
majority of a quorum of the trustees who are neither interested persons nor
parties to the proceedings, or by independent legal counsel, in a written
opinion.
The rights of indemnification may be insured against by policies
maintained by the Registrant, will be severable, will not affect any other
rights to which any trustee, officer, employee or agent may now or hereafter
be entitled, will continue as to a person who has ceased to be such trustee,
officer, employee, or agent and will inure to the benefit of the heirs,
executors and administrators of such a persons; provided, however, that no
person may satisfy any right of indemnity or reimbursement except out of the
property of the Registrant, and no other person will be personally liable
to provide indemnity or reimbursement (except an insurer or surety or person
otherwise bound by contract).
Article XIV of the Registrants Bylaws provides that the Registrant
will indemnify each trustee and officer to the full extent permitted by
applicable federal, state and local statutes, rules and regulations and the
Declaration of Trust, as amended from time to time. With respect to a
proceeding against a trustee or officer brought by or on behalf of the
Registrant to obtain a judgment or decree in its favor, the Registrant will
provide the officer or trustee with the same indemnification, after the same
determination, as it is required to provide with respect to a proceeding not
brought by or on behalf of the Registrant.
This indemnification will be provided with respect to an action, suit
proceeding arising from an act or omission or alleged act or omission,
whether occurring before or after the adoption of Article XIV of the
Registrant's Bylaws.
Item 28. Business and Other Connections with Investment Advisor
Information concerning the business, profession, vocation, or
employment of a substantial nature during the past two fiscal years of each
officer and director of the Adviser that also serves as an officer and/or
director of the Registrant (i.e., Messrs. Eric E. Ryback, Robert A. Lange,
Brian L. Blomquist, Lawrence G. Callahan, and Doug T. Valassis) is set forth
in Part B of this Registration Statement under the heading "Management of
the Trust." The following chart summarizes the business, profession,
vocation, or employment of a substantial nature in which each other officer
and director of the Adviser is or has been engaged at any time during the
past two fiscal years:
Position Business, Profession,
Name with Adviser Vocation, or Employment
- ---- ------------ -----------------------
D. Craig Valassis Director Executive Vice President of Franklin
Enterprises, Inc., a private investment
firm located at 1400 N. Woodward Ave.,
Suite 270, Bloomfield Hills, MI 48304
C-3
<PAGE>
Robert Miller Director Vice President and Controller of
Franklin Enterprises, Inc.
Edward W. Elliott, Jr. Director Vice Chairman and Chief Financial
Officer of Franklin Enterprises, Inc.
Item 29. Principal Underwriters
Not applicable.
Item 30. Location of Accounts and Records
All accounts and records required to be maintained by the Registrant
are maintained by the transfer agent, Ryback Management Corporation, 7711
Carondelet Avenue, P.O. Box 11208, St. Louis, Missouri 63105.
Item 31. Management Services
There are no management-related service contracts not discussed in
Part A or Part B of this Registration Statement.
Item 32. Undertakings
Registrant undertakes to furnish to each person to whom a prospectus
is delivered a copy of Registrant's latest Annual Report to Shareholders,
upon request and without charge.
Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the questions of removal of a trustee or trustees if
requested to do so by the holders of at least 10% of Registrant's
outstanding shares. Registrant will stand ready to assist shareholder
communications in connection with any meeting of shareholders as prescribed
in Section 16(c) of the Investment Company Act of 1940.
C-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and
has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Clayton, and
State of Missouri, on the 28th day of September, 1995.
LINDNER INVESTMENTS
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities
indicated on September 28, 1995.
/S/ DOUG T. VALASSIS Chairman and Trustee
Doug T. Valassis
/S/ ERIC E. RYBACK President and Trustee
Eric E. Ryback (Principal Executive Officer)
/S/ BRIAN L. BLOMQUIST Vice President- Operations
Brian L. Blomquist Secretary and Treasurer
(Principal Financial and
Accounting Officer)
*
Robert L. Byman Trustee
*
Terence P. Fitzgerald Trustee
*
Marc P. Hartstein Trustee
*
Peter S. Horos Trustee
*
Donald J. Murphy Trustee
*
Dennis P. Nash Trustee
*Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney previously filed and incorporated herein by reference.
By: /S/ ERIC E. RYBACK
Eric E. Ryback, Attorney-in-fact
C-5
<PAGE>
EXHIBIT INDEX
Exhibit
(1) Declaration of Trust, dated July 19, 1993
(2) Bylaws
(3) None
(4) None
(5) (a) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Ryback Management Corporation
relating to the Lindner Utility Fund and the Lindner/Ryback
Small-Cap Fund
(b) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Ryback Management Corporation
relating to the Lindner Bulwark Fund
(c) Advisory and Service Contract, dated as of December 28, 1994,
between the Registrant and Ryback Management Corporation
relating to the Lindner International Fund
(d) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation
relating to Lindner Dividend Fund
(e) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation
relating to the Lindner Growth Fund
(6) None
(7) None
(8) (a) Custody Agreement between the Registrant and Star Bank, N.A.,
dated December 7, 1995
(b) Global Custody Agreement between the Registrant and Chase
Manhattan Bank, N.A., dated September 28, 1993
(9) Agency Agreement, dated September 23, 1993, between the Registrant
and Ryback Management Corporation, as amended on August 18, 1994,
between the Registrant and Ryback Management Corporation
(10) Opinion of Dykema Gossett PLLC, counsel for the Registrant (including
consent)
(11) Consent of Deloitte & Touche LLP
(12) None
(13) Purchase Agreements, dated as of August 25, 1993, between the
Registrant and the shareholders of Ryback Management Corporation
(14) None
(15) None
(16) None
(27) Financial Data Schedules for each Series (EDGAR filing only)
DECLARATION OF TRUST
OF
LINDNER INVESTMENTS
THIS DECLARATION OF TRUST of Lindner Investments is made as of the
19th day of July, 1993 by the parties signatory hereto, as trustees (such
persons, so long as they shall continue in office in accordance with the
terms of this Declaration of Trust, and all other persons who at the time
in question have been duly elected or appointed as trustees in accordance
with the provisions of this Declaration of Trust and are then in office,
being hereinafter called the "Trustees").
WHEREAS, the Trustees hereby established a trust fund under the laws
of Massachusetts for the investment and reinvestment of funds contributed
thereto under this Declaration of Trust;
NOW, THEREFORE, the Trustees hereby declare that all money and
property contributed to the trust fund under said Declaration of Trust shall
be held and managed under this Declaration of Trust as herein set forth
below.
ARTICLE I
The Trust
1.1. Name. The name of the trust created hereby (the "Trust", which term
shall be deemed to include any Series of the Trust when the context
requires) shall be "Lindner Investments", and so far as may be practicable
the Trustees shall conduct the activities of the Trust, execute all
documents and sue or be sued under that name, which name (and the word
"Trust" wherever hereinafter used) shall refer to the Trustees as Trustees,
and not individually, and shall not refer to the officers, agents, employees
or Shareholders of the Trust or any Series thereof. Each Series of the
Trust which shall be established and designated by the Trustees pursuant to
Section 6.2 shall conduct its activities under such name as the Trustees
shall determine and set forth in the instrument establishing such Series.
Should the Trustees determine that the use of the name of the Trust or any
Series is not advisable, they may select such other name for the Trust or
such Series as they deem proper and the Trust or Series may conduct its
activities under such other name. Any name change shall be effective upon
the execution by a majority of the then Trustees of an instrument setting
forth the new name. Any such instrument shall have the status of an
amendment to this Declaration.
1.2. Definitions. As used in this Declaration, the following terms have
the following meanings:
<PAGE>
The terms "Affiliated Person", "Assignment", "Commission", "Interested
Person", "Investment Adviser", "Majority Shareholder" (the 67% or 50%,
requirement of the third sentence of Section 2(a) (42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter" shall have the
meanings given them in the 1940 Act.
"By-Laws" shall mean the By-Laws of the Trust as amended from time to
time.
"Class" shall mean the separate classes into which the Shares of any
Series may be divided as provided in Section 6.2.
"Commission" shall mean the United States Securities and Exchange
Commission.
"Declaration" shall mean this Declaration of Trust as amended from
time to time. References in this Declaration to "Declaration", "hereof",
"herein" and "hereunder" shall be deemed to refer to the Declaration rather
than the article or section in which such words appear.
"Net Asset Value" shall mean the net asset value of each Series or
Class of the Trust determined in the manner provided in Article IX, Section
9.1 hereof.
"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof.
"Prospectus" shall mean the currently effective Prospectus of any
Series or Class of the Trust under the Securities Act of 1933, as amended.
"Series" shall mean the separate series that may be established and
designated pursuant to Section 6.2.
"Shareholders" shall mean as of any particular time all holders of
record of outstanding Shares at such time.
"Shares" shall mean the transferable units of interest into which the
beneficial interest in any Series or Class of the Trust shall be divided
from time to time and includes fractions of Shares as well as whole Shares.
All reference to Shares shall be deemed to be Shares of any or all Series
or Classes as the context may require.
"Trust" shall have the meaning set forth in Article I, Section 1.1
hereof.
"Trustees" shall mean the signatories to this Declaration of Trust,
so long as they shall continue in office in accordance with the terms
hereof, and all other persons who at the time in question have been duly
elected or appointed and have qualified as trustees in accordance with the
provisions hereof and are then in office, and reference in this Declaration
to a Trustee or Trustees shall refer to such person or persons in their
capacity as Trustees hereunder.
<PAGE>
"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is
owned or held by or for the account of the Trust, any Series thereof or the
Trustees.
The "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, as amended from time to time
including exemptions granted therefrom.
1.3. Purpose. The Trust is a Massachusetts business trust of the type
described in Chapter 102, Section 1 of the General Law of the Commonwealth
of Massachusetts formed for the purpose of acting as a management investment
company under the 1940 Act; provided, however, that the Trust may exercise
all powers which are ordinarily exercised by or permissible for
Massachusetts business trusts.
ARTICLE II
Trustees
2.1. Management of the Trust. The business and affairs of the Trust shall
be managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility. Each Trustee named herein (or
his successor appointed hereunder) shall serve until the election of
Trustees at the first meeting of Shareholders of the Trust called for the
purpose of electing Trustees after the date hereof, and until his successor
is elected and qualified, or until he sooner dies, resigns or is removed.
2.2. Election of Trustees. Shareholders of the Trust shall elect Trustees
at Shareholder meetings called for that purpose. The Trustees need not be
elected annually or at regular intervals. Except as provided in Section
10.2, the Trustees shall not be required to call a meeting of Shareholders
for the purpose of electing Trustees, provided, however, that in the event
that at any time, other than the time preceding the first meeting of
Shareholders for the purpose of electing Trustees, less than a majority of
the Trustees holding office at that time were elected by the Shareholders,
a meeting of the Shareholders for the purpose of electing Trustees shall be
held promptly and in any event within 60 days (unless the Commission shall
by order extend such period). No election of a Trustee shall become
effective, however, until the person elected shall have accepted such
election and agreed in writing to be bound by the terms of this Declaration.
If re-elected, a Trustee may succeed himself. Trustees need not own Shares.
During any period in which the Trust may act as distributor of the
securities of which it is the issuer, the selection and nomination of
Trustees who are not interested persons shall be made by disinterested
Trustees in accordance with the 1940 Act.
2.3. Term of Office of Trustees. Each Trustee shall hold office during the
lifetime of this Trust and until its termination as hereinafter provided or,
if sooner, until the next meeting of Shareholders called for the purpose of
electing Trustees and the election and qualification of his successor;
except (a) that any Trustee may resign his trust by written instrument
signed by him and delivered to the other Trustees, which shall take effect
upon such delivery or upon such later date as is specified therein; (b) that
any Trustee may be removed at any time by
<PAGE>
written instrument signed by at least a majority of of the number of
Trustees prior to such removal, specifying the date when such removal shall
become effective; (c) that any Trustee who requests in writing to be retired
or who has become mentally or physically incapacitated may be retired by
written instrument signed by a majority of the other Trustees, specifying
the date of his retirement; and (d) a Trustee may be removed at any meeting
of Shareholders of the Trust by a vote of two-thirds of the outstanding
Shares.
2.4. Termination of Service and Appointment of Trustees. In case of
death, resignation, retirement, removal or mental or physical incapacity of
any of the Trustees, or in case a vacancy shall, by reason of an increase
in number, or for any other reason, exist, the remaining Trustees shall fill
such vacancy by appointing for the remaining term of the predecessor Trustee
such other person as they in their discretion shall see fit. Such
appointment shall be effective upon the signing of a written instrument by
a majority of the Trustees in office and the written acceptance to this
Declaration by the appointee. An appointment of a Trustee may be made by
the Trustees then in office in anticipation of a vacancy to occur by reason
of retirement, resignation or increase in number of Trustees effective at
a later date, provided that said appointment shall become effective only at
or after the effective date of said retirement, resignation or increase in
number of Trustees and the written-acceptance of this Declaration by the
appointee. As soon as any Trustee so appointed shall have accepted this
Trust, the trust estate shall vest in the new Trustee or Trustees, together
with the continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. Any appointment authorized by this
Section 2.4 is subject to the provisions of Section 16(a) of the 1940 Act.
2.5. Temporary Absence of Trustee. Any Trustee may, by power of attorney,
delegate his power for a period not exceeding six months at any one time to
any other Trustee or Trustees, provided that in no case shall less than two
of the Trustees personally exercise the power hereunder except as herein
otherwise expressly provided.
2.6. Number of Trustees. The number of Trustees serving hereunder at any
time shall be determined by the Trustees themselves, but shall not be less
than three (3) nor more than fifteen (15).
2.7. Vacancy in Board of Trustees. Whenever a vacancy on the Board of
Trustees shall occur and until such vacancy is filled, or while any Trustee
is physically or mentally incapacitated by reason of disease or otherwise,
the other Trustees, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon them
by this Declaration. The certificate of the other Trustees of such vacancy
or incapacity shall be conclusive.
2.8. Effect of Death, Resignation etc. of a Trustee. The death,
resignation, retirement, removal, or mental or physical incapacity of the
Trustees, or any one of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this
Declaration.
<PAGE>
2.9. Ownership of the Trust. The assets of the Trust shall be held
separate and apart from any assets now or hereafter held in any capacity
other than as Trustee hereunder by the Trustees or by any successor
Trustees. All of the assets of the Trust shall at all times be considered
as vested in the Trustees. No Shareholder shall be deemed to have a
severable ownership in any individual asset of the Trust or any right of
partition or possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in the Trust.
2.10. Meetings. Meetings of the Trustees shall be held from time to time
upon the call of the Chairman, if any, the President, the Secretary or any
two Trustees. Regular meetings of the Trustees may be held without call or
notice at a time and place fixed by the By-Laws or by resolution of the
Trustees. Notice of any other meeting shall be mailed or otherwise given not
less than 48 hours before the meeting but may be waived in person or in
writing by any Trustee either before or after such meeting. The attendance
of a Trustee at a meeting shall constitute a waiver of notice of such
meeting except where a Trustee attends a meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting
has not been lawfully called or convened. The Trustees may act with or
without a meeting. A quorum for all meetings of the Trustees shall be a
majority of the Trustees. Unless provided otherwise in this Declaration,
any action of the Trustees may be taken at a meeting by vote of a majority
of the Trustees present (a quorum being present) or without a meeting by
written consents of a majority of the Trustees.
Any committee of the Trustees, including an executive committee, if
any, may act with or without a meeting. A quorum for all meetings of any
such committee shall be a majority of the members thereof. Unless provided
otherwise in this Declaration, any action of any such committee may be taken
at a meeting by vote of a majority of the members present (a quorum being
present) or without a meeting by written consent of a majority of the
members.
With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust within the
meaning of Section 1.2 hereof or otherwise interested in any action to be
taken may be counted for quorum purposes under this Section and shall be
entitled to vote to the extent permitted by the 1940 Act.
All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other and participation in a meeting pursuant
to such communications systems shall constitute presence in person at such
meeting.
2.11. Officers. The Trustees shall annually elect a President, a Secretary
and a Treasurer and may elect a Chairman. The Trustees may elect or appoint
or authorize the Chairman, if any, or President to appoint such other
officers or agents with such powers as the Trustees may deem to be
advisable. The Chairman and President shall be and the Secretary and
Treasurer may, but need not, be a Trustee.
<PAGE>
2.12. By-Laws. The Trustees may adopt, and from time to time amend or
repeal, By-Laws for the conduct of the business of the Trust.
2.13. Other Activities of Trustees. Trustees may also serve as officers,
employees, and agents of the Trust, and may hold multiple offices within the
Trust; and may hold any office or be employed by any other business entity,
and engage in any other business activity.
ARTICLE III
Powers of Trustees
3.1. General. The Trustees in all instances shall act as principals, and
are and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
The Trustees shall not be bound or limited by present or future laws or
customs with regard to investment by trustees or fiduciaries. The
enumeration of any specific power herein shall not be construed as limiting
the aforesaid powers.
3.2. Investments. The Trustees shall have power to:
(a) conduct, operate and carry on the business of an investment
company, including any activity incidental to the business of an investment
company or conducive to or expedient for the benefit or protection of the
Trust or its Shareholders;
(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, lend, mortgage,
hypothecate, purchase or sell options on, lease, distribute or otherwise
deal in or dispose of any or all of the assets of the Trust, including, but
not limited to, cash, negotiable or non-negotiable instruments, obligations,
evidences of indebtedness, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, reverse repurchase agreements,
equity securities, option contracts, futures contracts, indices of
securities and other securities, including, without limitation, those
issued, guaranteed or sponsored by any state, territory or possession of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities, or by the United States Government or its
agencies or instrumentalities, or international instrumentalities, or by any
bank, savings institution, corporation or other business entity organized
under the laws of the United States or organized under foreign laws; and to
exercise any and all rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind and description,
including, without limitation, the right to vote, execute and deliver
proxies or powers of attorney, consent and otherwise act with respect
thereto, with power to designate one or more persons, firms, associations
or corporations to exercise any of said rights, powers and privileges in
respect of any of said instruments;
(c) hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the
name of the Trustees or of the Trust or in the name of a custodian,
sub-custodian or other depositary or a nominee or nominees or otherwise;
<PAGE>
(d) consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security or
property of which is or was held in the Trust; to consent to any contract,
lease, mortgage, purchase or sale of property by such corporation or issuer,
and to pay calls or subscriptions with respect to any security held in the
Trust;
(e) join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion
of the expenses and compensation of such committee, depositary or trustee
as the Trustees shall deem proper;
(f) act as distributor of Shares, and as underwriter of, or broker
or dealer in, securities or other property.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust or any Series or Class, nor
shall the Trustees be limited by any law limiting the investments which may
be made by fiduciaries.
3.3. Legal Title. Legal title to all the Trust Property shall be vested
in the Trustees as joint tenants except that the Trustees shall have power
to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust or any Series
thereof, or in the name of any other Person as nominee, on such terms as the
Trustees may determine, provided that the interest therein of the Trust or
any Series thereof is appropriately protected.
The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each person who may hereafter become a Trustee
upon his due election and qualification. Upon the resignation, removal or
death of a Trustee he shall automatically cease to have any right, title or
interest in any of the Trust Property, and the right, title and interest of
such Trustee in the Trust Property shall vest automatically in the remaining
Trustees. Such vesting and cessation of title shall be effective whether
or not conveyancing documents have been executed and delivered.
3.4. Issuance and Repurchase of Securities. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, dispose of, transfer, and otherwise deal in, Shares, including
shares in fractional denominations, and, subject to the more detailed
provisions set forth in Articles VIII and IX, to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of Shares
any funds or property of the applicable Series of the Trust.
3.5. Borrow Money. The Trustees shall have power to borrow money or
otherwise obtain credit and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the Trust or any Series
thereof, including the lending of portfolio securities, and to endorse,
guarantee, or undertake the performance of any obligation, contract or
engagement of any other person, firm, association or corporation.
<PAGE>
3.6. Delegation: Committees. The Trustees shall have power, consistent
with their continuing exclusive authority over the management of the Trust
and the Trust Property, to delegate from time to time to such of their
number or to officers, employees or agents of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust
or the names of the Trustees or otherwise as the Trustees may deem
expedient. The Trustees may appoint committees consisting in each case of
such number of Trustees (but not less than the minimum required by any
applicable law) and having and exercising, to the extent permitted by law,
such powers as the Trustees may determine in the resolution appointing any
such committees. The Trustees shall have power to appoint members and
alternate members of any such committee, and, to the extent permitted by
law, at any time to change the members, alternate members, and powers of any
such committee.
3.7. Collection and Payment. The Trustees shall have power to collect all
property due to the Trust or any Series thereof; to pay all claims,
including taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property; to
foreclose any security interest securing any obligations, by virtue of which
any property is owed to the Trust or any Series thereof; and to enter into
releases, agreements and other instruments.
3.8. Expenses. The Trustees shall have power to incur and pay any expenses
which in the opinion of the Trustees are necessary or incidental to carry
out any of the purposes of this Declaration, and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The
Trustees shall fix the compensation of all officers, employees and Trustees.
The Trustees may pay themselves such compensation for special services,
including legal, underwriting, syndicating and brokerage services, as they
in good faith may deem reasonable and reimbursement for expenses reasonably
incurred by themselves on behalf of the Trust.
3.9. Miscellaneous Powers. The Trustees shall have the power to: (a)
employ or contract with such Persons as the Trustees may deem desirable for
the transaction of the business of the Trust or any Series or Class thereof;
(b) enter into joint ventures, partnerships and any other combinations or
associations; (c) purchase, and pay for out of Trust Property, insurance
policies insuring the Shareholders, Trustees, officers, employees, agents,
investment advisors, distributors, selected dealers or independent
contractors of the Trust or any Series or Class thereof against all claims
arising by reason of holding any such position or by reason of any action
taken or omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have the power
to indemnify such Person against such liability; (d) establish pension,
profit-sharing, share purchase, and other retirement, incentive and benefit
plans for any Trustees, officers, employees and agents of the Trust; (e)
make donations, irrespective of benefit to the Trust, for charitable,
religious, educational, scientific, civic or similar purposes; (f) guarantee
indebtedness or contractual obligations of others; (g) determine and change
the fiscal year of the Trust and the method in which its accounts shall be
kept; (h) act as distributor of Shares and as underwriter of, or broker or
dealer in,
<PAGE>
securities or other property; (i) determine in accordance with generally
accepted accounting principles and practices what constitutes net profits
or net earnings and to determine what accounting periods shall be used by
the Trust for any purpose, whether annual or any other period, including
daily; (j) remove officers and terminate agents as the Trustees deem
appropriate; (k) adopt a seal for the Trust but the absence of such seal
shall not impair the validity of any instrument executed on behalf of the
Trust; and (l) engage in any other lawful activity in which trusts organized
under Massachusetts General Laws, Chapter 182, or any successor statute
thereto, may engage.
3.10. Further Powers. The Trustees shall have power to conduct the business
of the Trust or any Series thereof and carry on its operations in any and
all of its branches and maintain offices both within and without the
Commonwealth of Massachusetts, in any and all states of the United States
of America, in the District of Columbia, and in any and all commonwealths,
territories, dependencies, colonies, possessions, agencies or
instrumentalities of the United States of America and of foreign
governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote
the interests of the Trust or any Series or Class thereof although such
things are not herein specifically mentioned. Any determination as to what
is in the interests of the Trust or any Series or Class thereof made by the
Trustees in good faith shall be conclusive. In construing the provisions
of this Declaration, the presumption shall be in favor of a grant of power
to the Trustees. The Trustees will not be required to obtain any court
order to deal with the Trust Property. No Trustee shall be required to give
any bond or other security for the performance of any of his duties
hereunder.
3.11. Ownership of Shares by Trustees, Officers, and Agents. Any Trustee,
officer or other agent of the Trust may acquire, own and dispose of Shares
to the same extent as if he were not a Trustee, officer or agent; and the
Trustees may issue and sell or cause to be issued and sold Shares to and buy
such Shares from any such person or any firm or company in which he is
interested, subject only to the general limitations herein contained as to
the sale and purchase of such Shares; and all subject to any restrictions
which may be contained in the ByLaws.
ARTICLE IV
Advisory, Service, Management and
Distribution Arrangements
4.1. Advisory, Service, and Management Arrangements. The Trustees may in
their discretion from time to time enter into advisory, service,
administration or management contracts whereby the other party to such
contract shall undertake to furnish the Trustees such advisory,
administrative, management or other services, with respect to one or more
Series or Classes as the Trustees shall from time to time consider desirable
and all upon such terms and conditions as the Trustees may in their
discretion determine, subject to Majority Shareholder Vote to the extent
required by the 1940 Act. The investment advisor may enter into a
sub-investment advisory contract to receive investment advice from a
sub-investment advisor upon such terms and conditions and for such
compensation as the Trustees may in their discretion approve, subject to
<PAGE>
Majority Shareholder Vote to the extent required by the 1940 Act.
Notwithstanding any provisions of this Declaration, the Trustees may
authorize any advisor, sub-investment advisor, administrator or manager
(subject to such general or specific instructions as the Trustees may from
time to time adopt) to effect purchases, sales, loans or exchanges of
portfolio securities of any Series of the Trust on behalf of the Trustees
or may authorize any officer, employee or Trustee to effect such purchases,
sales, loans or exchanges pursuant to recommendations of any such advisor,
sub-investment advisor, administrator or manager (and all without further
action by the Trustees). Any such purchases, sales, loans and exchanges
shall be deemed to have been authorized by all of the Trustees.
4.2. Distribution Arrangements. The Trustees may in their discretion from
time to time enter into a contract, providing for the sale of the Shares of
the Trust or any Series or Class of the Trust to net the Trust not less,
than the par value per share, whereby the Trust may either agree to sell the
Shares to the other party to the contract or appoint such other party its
sales agent for such Shares. In either case, the contract shall be on such
terms and conditions as the Trustees may in their discretion determine not
inconsistent with the provisions of this Article IV or the By-Laws; and such
contract may also provide for the repurchase or sale of Shares by such other
party as principal or as agent of the Trust and may provide that such other
party may enter into selected dealer agreements with registered securities
dealers to further the purpose of the distribution or repurchase of the
Shares.
4.3. Parties to Contract. Any contract of the character described in
Sections 4.1 and 4.2 of this Article IV or in Article VII hereof may be
entered into with any corporation, firm, trust or association, although one
or more of the Trustees or officers of the Trust may be an officer,
director, Trustee, shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered voidable by
reason of the existence of any such relationship, nor shall any person
holding such relationship be liable merely by reason of such relationship
for any loss or expense to the Trust under or by reason of said contract or
accountable for any profit realized directly or indirectly therefrom,
provided that the contract when entered into was reasonable and fair and not
inconsistent with the provisions of this Article IV or the By-Laws. The
same person (including a firm, corporation, trust, or association) may be
the other party to contracts entered into pursuant to Sections 4.1 and 4.2
above or Article VII, and any individual may be financially interested or
otherwise affiliated with persons who are parties to any or all of the
contracts mentioned in this Section 4.3.
4.4. Provisions and Amendments. Any contract entered into pursuant to
Sections 4.1 and 4.2 of this Article IV shall be consistent with and subject
to the requirements of the 1940 Act with respect to its continuance in
effect, its termination, and the method of authorization and approval of
such contract or renewal thereof, and any amendment to any contract entered
into pursuant to Section 4.1 shall be assented to by a Majority Shareholder
Vote of the applicable Series or Class to the extent required by the 1940
Act.
<PAGE>
ARTICLE V
Limitations of Liability of
Shareholders, Trustees and Others
5.1. Limitation of Personal Liability and Indemnification of Shareholders.
The Trustees, officers, employees or agents of the Trust shall have no power
to bind any shareholder personally or to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever, other than such as the
Shareholder may at any time agree to pay by way of subscription to any
Shares or otherwise.
No Shareholder or former shareholder of the Trust shall be liable
solely by reason of his being or having been a Shareholder for any debt,
claim, action, demand, suit, proceeding, judgment, decree, liability or
obligation of any kind, against, or with respect to, the Trust arising out
of any action taken or omitted for or on behalf of the Trust, and the Trust
shall be solely liable therefor and resort shall be had solely to the Trust
property for the payment or performance thereof.
Each Shareholder or former Shareholder of the Trust (or their heirs,
executors, administrators or other legal representatives or, in case of a
corporate entity, its corporate or general successor) shall be entitled to
indemnity and reimbursement out of the Trust Property to the full extent of
such liability and the costs of any litigation or other proceedings in which
such liability shall have been determined, including, without limitation,
the fees and disbursements of counsel if, contrary to the provisions hereof,
such Shareholder or former shareholder of the Trust shall be held to
personal liability.
5.2. Limitation of Personal Liability of Trustees, Officers, Employees or
Agents of the Trust. No Trustee, officer, employee or agent of the Trust
shall have the power to bind any other Trustee, officer, employee or agent
of the Trust personally. The Trustees, officers, employees or agents of the
Trust in incurring any debts, liabilities or obligations, or in taking or
omitting any other actions for or in connection with the Trust, are, and
each shall be deemed to be, acting as Trustee, officer, employee or agent
of the Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in
the best interest of the Trust, the Trustees and officers shall not be
responsible for or liable in any event for neglect or wrongdoing by them or
any officer, agent, employee, investment advisor or principal underwriter
of the Trust or of any entity providing administrative services for the
Trust, but nothing herein contained shall protect any Trustee or officer
against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
5.3. Express Exculpatory Clauses and Instruments. The Trustees shall use
every reasonable means to assure that all persons having dealings with the
Trust shall be informed that the property of the Shareholders and the
Trustees, officers, employees and agents of the Trust shall not be subject
to claims against or obligations of the Trust to any extent whatsoever. The
Trustees shall cause to be inserted in any written agreement, undertaking
or obligation made or issued on behalf of the
<PAGE>
Trust (including certificates, if any, for Shares of the Trust) an
appropriate reference to this Declaration, providing that neither the
Shareholders, the Trustees, the officers, the employees nor any agent of the
Trust shall be liable thereunder, and that the other parties to such
instrument shall look solely to the Trust Property for the payment of any
claim thereunder or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any Shareholder,
Trustee, officer, employee or agent liable, nor shall the Trustees, or any
officer, agent or employee of the Trust be liable, to anyone for such
omission. If, notwithstanding this provision, any Shareholder, Trustee,
officer, employee or agent shall be held liable to any other person by
reason of the omission of such provision from any such agreement,
undertaking or obligation, the Shareholder, Trustee, officer, employee or
agent shall be entitled to indemnity and reimbursement out of the Trust
Property, as provided in this Article V.
5.4. Mandatory Indemnification.
(a) Subject only to the provisions hereof, every person who is or
has been a Trustee, officer, employee or agent of the Trust and every person
who serves at the Trustees request as director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the Trust to the fullest extent permitted
by law against all liabilities and against all expenses reasonably incurred
or paid by him in connection with any debt, claim, action, demand, suit,
proceeding, judgment, decree, liability or obligation of any kind in which
he becomes involved as a party or otherwise or is threatened by virtue of
his being or having been a Trustee, officer, employee or agent of the Trust
or of another corporation, partnership, joint venture, trust or other
enterprise at the request of the Trust and against amounts paid or incurred
by him in the compromise or settlement thereof.
(b) The words "claim", "action", "suit", or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal,
administrative, legislative, investigative or other, including appeals),
actual or threatened, and the words "liabilities" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid
in settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust or the Shareholders by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office ("disabling conduct");
(ii) with respect to any matter as to which he shall, by the
court or other body by or before which the proceeding was brought or
engaged, have been finally adjudicated to be liable by reason of
disabling conduct;
<PAGE>
(iii) in the absence of a final adjudication on the merits that
such Trustee or officer did not engage in disabling conduct, unless
a reasonable determination, based upon a review of the facts that the
person to be indemnified is not liable by reason of such conduct, is
made:
(A) by vote of a majority of a quorum of the Trustees
who are neither Interested Persons nor parties to the
proceedings; or
(B) by independent legal counsel, in a written opinion.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Trustee, officer, employee or agent may
now or hereafter be entitled, shall continue as to a person who has ceased
to be such Trustee, officer, employee, or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person;
provided, however, that no person may satisfy any right of indemnity or
reimbursement granted herein except out of the property of the Trust, and
no other person shall be personally liable to provide indemnity or
reimbursement hereunder (except an insurer or surety or person otherwise
bound by contract).
(e) Expenses in connection with the preparation and presentation of
a defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 5.4 shall be paid by the Trust
prior to final disposition thereof upon receipt of a written undertaking by
or on behalf of the Trustee, officer, employee or agent to reimburse the
Trust if it is ultimately determined under this Section 5.4 that he is not
entitled to indemnification; provided, however, that such expenses shall not
be paid if a majority of a quorum of the Trustees who are neither Interested
Persons nor parties to the proceeding, or independent legal counsel in a
written opinion, shall have determined, based on readily available facts,
that there is reason to believe that the indemnitee ultimately will not be
found to be entitled to indemnification.
5.5. No Bond Required of Trustees. No Trustee shall, as such, be obligated
to give any bond or surety or other security for the performance of any of
his duties hereunder.
5.6. No Duty of Investigation: Notice in Trust Instruments, etc. No
purchaser, lender, transfer agent or other person dealing with the Trustees
or any officer, employee or agent of the Trust shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made by
the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the
order of the Trustees or of said officer, employee or agent. Every
obligation, contract, undertaking, instrument, certificate, Share, other
security of the Trust or any Series or Class, and every other act or thing
whatsoever executed in connection with the Trust or any Series or Class
shall be conclusively taken to have been executed or done by the executors
thereof only in their capacity as Trustees under this Declaration or in
their capacity as officers,
<PAGE>
employees or agents of the Trust. Every written obligation, contract,
undertaking, instrument, certificate, Share, other security of the Trust or
any Series or Class made or issued by the Trustees or by any officers,
employees or agents of the Trust, in their capacity as such, shall contain
an appropriate recital to the effect that the Shareholders, Trustees,
officers, employees and agents of the Trust shall not personally be bound
by or liable thereunder, nor shall resort be had to their private property
for the satisfaction of any obligation or claim thereunder, and appropriate
references shall be made therein to this Declaration, and may contain any
further recital which they may deem appropriate, but the omission of such
recital shall not operate to impose personal liability on any of the
Trustees, Shareholders, officers, employees or agents of the Trust. The
Trustees may maintain insurance for the protection of the Trust Property,
its Shareholders, Trustees, officers, employees and agents in such amount
as the Trustees shall deem adequate to cover possible tort liability, and
such other insurance as the Trustees in their sole judgment shall deem
advisable.
5.7. Reliance on Experts, etc. Each Trustee and officer or employee of the
Trust shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other
records of the Trust, upon an opinion of counsel, or upon reports made to
the Trust by any of its officers or employees or by any advisor,
administrator, manager, distributor, selected dealer, accountant, appraiser
or other expert or consultant selected with reasonable care by the Trustees,
officers or employees of the Trust, regardless of whether such counsel or
expert may also be a Trustee.
ARTICLE VI
Shares of Beneficial Interest
6.1. Beneficial Interest. The interest of the beneficiaries hereunder
shall be divided into transferable shares of beneficial interest with par
value $.01 per share. The number of such shares of beneficial interest
authorized hereunder is unlimited. All Shares issued hereunder including,
without limitation, Shares issued in connection with a dividend in Shares
or a split of Shares, shall be fully paid and nonassessable.
6.2. Series Designation. The Trustees, in their discretion from time to
time and without Shareholder approval, may authorize the division of Shares
into two or more Series, each Series relating to a separate portfolio of
investments; and may further authorize the division of the Shares of any
Series into two or more Classes. The different Series and Classes shall be
established and designated, and the variations in the relative rights and
preferences as between the different Series and Classes shall be fixed and
determined, by the Trustees; provided, that all Shares shall be identical
except that there may be variations between different Series and Classes as
to purchase price, determination of net asset values, the price terms and
manner of redemption, special and relative rights as to dividends and on
liquidation, conversion rights, and conditions under which the several
Series and Classes shall have separate voting rights. All references to
Shares in this Declaration shall be deemed to be shares of any or all Series
or Classes as the context may require.
<PAGE>
If the Trustees shall divide the Shares into two or more Series, or
divide the Shares of any Series into two or more Classes, the following
provisions shall be applicable:
(a) The number of Shares of each Series and Class that may be issued
shall be unlimited.
(b) The power of the Trustees to invest and reinvest the Trust
Property of each Series that may be established shall be governed by Section
3.2 of this Declaration.
(c) All consideration received by the Trust for the issue or sale
of Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of
the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series, the Trustees shall
allocate them among any one or more of the Series established and designated
from time to time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes.
(d) The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities, expenses, costs, charges or reserves of the Trust which
are not readily identifiable as belonging to any particular Series shall be
allocated and charged by the Trustees to and among any one or more of the
Series established and designated from time to time in such manner and on
such basis as the Trustees in their sole discretion deem fair and equitable.
Each allocation of liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon the holders of all Series for
all purposes. The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be treated
as income and which items as capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders.
(e) To the extent necessary or appropriate to give effect to the
relative rights and preferences of the Classes of Shares into which any
Series may be divided, the income, earnings, profits, and proceeds thereof,
or the liabilities, expenses, costs, charges and reserves, belonging to any
Series may be allocated to a particular Class of Shares, or apportioned
among two or more Classes of Shares, of that Series. Each such allocation
or apportionment by the Trustees shall be conclusive and binding upon the
Shareholders of all Classes for all purposes.
<PAGE>
(f) The power of the Trustees to pay dividends and make
distributions with respect to any one or more Series or Classes shall be
governed by Section 9.2 of this Declaration. Dividends and distributions
on Shares of a particular Series or Class may be paid with such frequency
as the Trustees may determine, which may be daily or otherwise, pursuant to
a standing resolution or resolutions adopted only once or with such
frequency as the Trustees may determine, to the holders of Shares of that
Series or Class, from such of the income and capital gains, accrued or
realized, from the assets belonging to that Series (or attributable to that
Class, as the case may be), as the Trustees may determine, after providing
for actual and accrued liabilities belonging to that Series (or attributable
to that Class). All dividends and distributions on Shares of a particular
Series shall be distributed pro rata to the holders of that Series in
proportion to the number of Shares of that Series held by such holders at
the date and time of record established for the payment of such dividends
or distributions, except to the extent otherwise required or permitted by
the relative rights and preferences of any Classes of that Series, and any
dividends and distributions on shares of a particular Class shall be
distributed pro rata to the holders of that Class in proportion to the
number of Shares of that Class held by such holders at the date and time of
record established for the payment of such dividends or distributions.
The establishment and designation of any Series or Class of Shares
shall be effective upon the execution by a majority of the then Trustees of
an instrument setting forth the establishment and designation of such Series
or Class. Such instrument shall also set forth any rights and preferences
of such series or Class which are in addition to the rights and preferences
of Shares set forth in this Declaration. At any time that there are no
Shares outstanding of any particular Series or Class previously established
and designated, the Trustees may by an instrument executed by a majority of
their number abolish that Series or Class and the establishment and
designation thereof.
6.3. Rights of Shareholders. The ownership of the Trust Property of every
description and the right to conduct any business hereinbefore described are
vested exclusively in the Trustees, and the shareholders shall have no
interest therein other than the beneficial interest conferred by their
Shares with respect to a particular Series or Class, and they shall have no
right to call for any partition or division of any property, profits, rights
or interests of the Trust nor can they be called upon to share or assume any
losses of the Trust or suffer an assessment of any kind by virtue of their
ownership of Shares. The Shares shall be personal property giving only the
rights in this Declaration specifically set forth. The Shares shall not
entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights.
6.4. Trust Only. It is the intention of the Trustees to create only the
relationship of Trustee and beneficiary between the Trustees and each
shareholder from time to time. It is not the intention of the Trustees to
create a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a
business trust. Nothing in this Declaration shall be construed to make the
shareholders, either by themselves or with the Trustees, partners or members
of a joint stock association.
<PAGE>
6.5. Issuance of Shares. The Trustees, in their discretion, may from time
to time without vote of the shareholders issue shares with respect to any
Series or Class that may have been established pursuant to Section 6.2, in
addition to the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount not less than par
value and type of consideration, including cash or property, at such time
or times (including, without limitation, each business day in accordance
with the maintenance of a constant net asset value per share as set forth
in section 9.3 hereof), and on such terms as the Trustees may deem best, and
may in such manner acquire other assets (including the acquisition of assets
subject to, and in connection with the assumption of, liabilities) and
businesses. In connection with any issuance of Shares, the Trustees may
issue fractional Shares. The Trustees may from time to time divide or
combine the Shares of any Series or Class into a greater or lesser number
without thereby changing the proportionate beneficial interests in such
Series or Class of the Trust. Reductions in the number of outstanding
Shares may be made pursuant to the constant net asset value per share
formula set forth in Section 9.3. Contributions to the Trust may be
accepted for, and Shares shall be redeemed as, whole Shares and/or
1/1,000ths of a Share or multiples thereof.
6.6. Register of Shares. A register shall be kept at the Trust or any
transfer agent duly appointed by the Trustees under the direction of the
Trustees which shall contain the names and addresses of the Shareholders and
the number of Shares (with respect to each Series and Class that may have
been established) held by them respectively and a record of all transfers
thereof. Separate registers shall be established and maintained for each
Series and Class of the Trust. Each such register shall be conclusive as
to who are the holders of the shares of the applicable Series or Class and
who shall be entitled to receive dividends or distributions or otherwise to
exercise or enjoy the rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or distribution, nor to have
notice given to him as herein provided, until he has given his address to
a transfer agent or such other officer or agent of the Trustees as shall
keep the register for entry thereon. It is not contemplated that
certificates will be issued for the Shares; however, the Trustees, in their
discretion, may authorize the issuance of share certificates and promulgate
appropriate rules and regulations as to their use.
6.7. Transfer Agent and Registrar. The Trustees shall have power to employ
a transfer agent or transfer agents, and a registrar or registrars, with
respect to the Shares of the various Series and Classes. The transfer agent
or transfer agents may keep the applicable register and record therein the
original issues and transfers, if any, of the said Shares of the applicable
Series or Class. Any such transfer agent and registrars shall perform the
duties usually performed by transfer agents and registrars of certificates
of stock in a corporation, except as modified by the Trustees.
6.8. Transfer of Shares. Shares shall be transferable on the records of
the Trust only by the record holder thereof or by his agent thereto duly
authorized in writing, upon delivery to the Trustees or a transfer agent of
the Trust of a duly executed instrument of transfer, together with
<PAGE>
such evidence of the genuineness of each such execution and authorization
and of other matters as may reasonably be required. Upon such delivery the
transfer shall be recorded on the applicable register of the Trust. Until
such record is made, the Shareholder of record shall be deemed to be the
holder of such Shares for all purposes hereof and neither the Trustees nor
any transfer agent or registrar nor any officer, employee or agent of the
Trust shall be affected by any notice of the proposed transfer.
Any person becoming entitled to any Shares in consequence of the
death, bankruptcy, or incompetence of any Shareholder, or otherwise by
operation of law, shall be recorded on the applicable register of Shares as
the holder of such Shares upon production of the proper evidence thereof to
the Trustees or a transfer agent of the Trust, but until such record is
made, the Shareholder of record shall be deemed to be the holder of such
Shares for all purposes hereof and neither the Trustees nor any transfer
agent or registrar nor any officer or agent of the Trust shall be affected
by any notice of such death, bankruptcy or incompetence, or other operation
of law.
6.9. Notices. Any and all notices to which any Shareholder hereunder may
be entitled and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Shareholder of record at
his last known address as recorded on the applicable register of the Trust.
ARTICLE VII
Custodians
7.1. Appointment and Duties. The Trustees shall at all times employ a
custodian or custodians, meeting the qualifications for custodians for
portfolio securities of investment companies contained in the 1940 Act, as
custodian or custodians with respect to each Series of the Trust. Separate
custodians may but need not be employed for the different Series of the
Trust. Each Series may, but need not, employ more than one custodian. Any
custodian, acting with respect to one or more Series, or portions thereof,
shall have authority as agent of the Trust or the Series with respect to
which it is acting, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the By-Laws and the 1940 Act:
(1) to hold the securities owned by the Trust or the Series and
deliver the same upon written order;
(2) to receive and receipt for any moneys due to the Trust or the
Series and deposit the same in its own banking department (if a bank)
or elsewhere as the Trustees may direct;
(3) to disburse such funds upon orders or vouchers;
(4) if authorized by the Trustees, to keep the books and accounts
of the Trust or the Series or any Class and furnish clerical and
accounting services; and
(5) if authorized to do so by the Trustees, to compute the net
income of the Trust or the Series or any Class;
<PAGE>
all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian. If so directed by a Majority Shareholder Vote
of any Series with respect to which the custodian is acting, the custodian
shall deliver and pay over all property of the Trust held by it as specified
in such vote.
The Trustees may also authorize each custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services
of the custodian and upon such terms and conditions, as may be agreed upon
between the custodian and such sub-custodian and approved by the Trustees,
provided that in every case such sub-custodian shall meet the qualifications
for custodians contained in the 1940 Act.
7.2. Action Upon Termination of Custodian Agreement. Upon termination of
any custodian agreement with respect to any Series or inability of any
custodian to continue to serve, the Trustees shall promptly appoint a
successor custodian, but in the event that no successor custodian can be
found who has the required qualifications and is willing to serve, the
Trustees shall call as promptly as possible a special Shareholders' meeting
to determine whether said Series shall function without a custodian or shall
be liquidated.
7.3. Central Certificate System. Subject to such rules, regulations and
orders as the Commission may adopt, the Trustees may direct the custodian
to deposit all or any part of the securities owned by the Trust or any
Series in a system for the central handling of securities established by a
national securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934, or such other
person as may be permitted by the Commission, or otherwise in accordance
with the 1940 Act, pursuant to which system all securities of any particular
class or series of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of such securities, provided that all such deposits shall
be subject to withdrawal only upon the order of the Trust or its duly
authorized agents (which may include the Investment Adviser).
7.4. Acceptance of Receipts in Lieu of Certificates. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct
the custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by The Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks
in lieu of receipt of certificates representing such securities.
ARTICLE VIII
Redemption
8.1. Redemptions. All outstanding Shares of any Series of the Trust may
be redeemed at the option of the holders thereof, upon and subject to the
terms and conditions provided in this Article VIII. The Trust shall, upon
application of any Shareholder or pursuant to authorization from any
Shareholder of a particular Series, redeem or repurchase from such
<PAGE>
Shareholder outstanding Shares of such Series or Class for an amount per
share determined by the application of a formula adopted for such purpose
by the Trustees with respect to such Series or Class (which formula shall
be consistent with the 1940 Act); provided that (a) such amount per share
shall not exceed the cash equivalent of the proportionate interest of each
share in the assets of the Series (or of the assets of that Series
attributable to the Shares of the particular Class) of the Trust at the time
of the purchase or redemption and (b) if so authorized by the Trustees, the
Trust may, at any time and from time to time, charge fees for effecting such
redemption, at such rates as the Trustees may establish, as and to the
extent permitted under the 1940 Act, and may, at any time and from time to
time, pursuant to such Act, suspend such right of redemption. The procedures
for effecting redemption shall be as set forth in the Prospectus with
respect to the applicable Series or Class from time to time.
8.2. Redemption of Shares; Disclosure of Holding. If the Trustees shall,
at any time and in good faith, be of the opinion that direct or indirect
ownership of Shares or other securities of the Trust has or may become
concentrated in any person to an extent which would disqualify the Trust as
a regulated investment company under the Internal Revenue Code, then the
Trustees shall have the power by lot or other means deemed equitable by them
(i) to call for redemption a number, or principal amount, of Shares or other
securities of the Trust sufficient, in the opinion of the Trustees, to
maintain or bring the direct or indirect ownership of Shares or other
securities of the Trust into conformity with the requirements for such
qualification and (ii) to refuse to transfer or issue Shares or other
securities of the Trust to any Person whose acquisition of the Shares or
other securities of the Trust in question would in the opinion of the
Trustees result in such disqualification. The redemption shall be effected
at a redemption price determined in accordance with Section 8.1.
The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or; other securities of the Trust
as the Trustees deem necessary to comply with the provisions of the Internal
Revenue Code, or to comply with the requirements of any other taxing
authority.
8.3. Redemptions of Accounts of Less than an Amount Specified by the
Trustees. Due to the relatively high cost of maintaining small investment
accounts, the Trustees shall have the power to redeem shares at a redemption
price determined in accordance with Section 8.1 if at any time the total
investment in such account does not have a value in excess of any minimum
account size that the Trustees may from time to time establish; provided,
however, that the Trustees may not exercise such power with respect to
Shares of any Series or Class if the Prospectus of such Series or Class does
not describe such power. In the event the Trustees determine to exercise
their power to redeem Shares provided in this Section 8.3, Shareholders
shall be notified that the value of their account is less than the minimum
account size then in effect and allowed 14 days to make an additional
investment before redemption is processed.
<PAGE>
8.4. Redemptions Pursuant to Constant Net Asset Value. The Trust may also
reduce the number of outstanding Shares of any Series or Class pursuant to
the provisions of Section 9.3.
8.5. Redemption in Kind. Subject to any generally applicable limitation
imposed by the Trustees, any payment on redemption, purchase or repurchase
by the Trust of Shares may, if authorized by the Trustees, be made wholly
or partly in kind, instead of in cash. Such payment in kind shall be made
by distributing securities or other property, constituting, in the opinion
of the Trustees, a fair representation of the various types of securities
and other property then held by the Series of Shares being redeemed,
purchased or repurchased (but not necessarily involving a portion of each
of the Series holdings) and taken at their value used in determining the net
asset value of the Shares in respect of which payment is made.
ARTICLE IX
Determination of Net Asset Value,
Net Income and Distributions
9.1. Net Asset Value. The net asset value of each outstanding Share of
each Series and Class of the Trust shall be determined at such time or times
on such days as the Trustees may determine, in accordance with the 1940 Act,
with respect to each Series and Class. The method of determination of net
asset value shall be determined by the Trustees and shall be as set forth
in the Prospectus with respect to the applicable Series or Class. The power
and duty to make the daily calculations for any Series or Class may be
delegated by the Trustees to the advisor, administrator, manager, custodian,
transfer agent or such other person as the Trustees may determine. The
Trustees may suspend the daily determination of net asset value to the
extent permitted by the 1940 Act.
9.2. Distributions to Shareholders. The Trustees may from time to time
distribute among the Shareholders of any Series or Class such proportion of
the assets belonging to such Series (or attributable to the particular
Class) held by the Trustees as they may deem proper. Such distribution may
be made in cash or property (including without limitation any type of
obligations of the Trust or any assets thereof), and the Trustees may
distribute among the Shareholders of any Series or Class additional Shares
of such Series or Class in such manner, at such times, and on such terms as
the Trustees may deem proper. Such distributions may be among the
Shareholders of record at the time of declaring a distribution or among the
Shareholders of record at such later date as the Trustees shall determine.
Except as necessary or appropriate to give effect to the relative rights and
preferences of the Classes of Shares into which any Series may be divided,
all distributions shall be made ratably among the Shareholders of the
relative Series or Class based on the number of Shares of the relative
Series or Class held by such Shareholder. The Trustees may always retain
such amount as they may deem necessary to pay the debts or expenses of the
Trust or to meet obligations of the Trust, or as they may deem desirable to
use in the conduct its affairs or to retain for future requirements or
extensions of the business. The Trustees may adopt and offer to
Shareholders of any Series or Class such dividend reinvestment plans, cash
dividend payout plans or related plans as the Trustees shall deem
appropriate for such Series or Class.
<PAGE>
Inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.
The Trustees shall be authorized to withhold from the payment of any
dividend an amount necessary to pay the expenses of the Trust which are not
deductible for Federal income tax purposes or otherwise to afford the Trust
the full tax benefits of a regulated investment company as defined in the
Internal Revenue Code of 1986.
9.3. Constant Net Asset Value: Reduction on Outstanding Shares. The
Trustees shall have the power, but shall not be required, to determine the
net income of any Series or Class of the Trust on each day the net asset
value of such Series or Class is determined as provided in Section 9.1 and
at each such determination declare such net income for such Series or Class
as dividends with the result that the net asset value per share of the
Series or Class of the Trust, taking into account withholdings authorized
by Section 9.2 hereof, shall remain at a constant dollar value. The
determination of net income and the resultant declaration of dividends shall
be as set forth in the Prospectus. In such event fluctuations in value may
be reflected in the number of outstanding Shares in each Shareholders
account. It is expected that each Series or Class of the Trust will have
a positive net income at the time of each determination. If for any reason
such net income is a negative amount, the Trust may offset such amount
against dividends accrued in the account of the Shareholder of the
applicable Series or Class. If and to the extent such negative amount
exceeds such accrued dividends, the Trust shall have authority to reduce the
number of outstanding Shares of the Series or Class. Such reduction will be
effected by having each Shareholder proportionately contribute to the Series
or Class capital the necessary Shares that represent the amount of the
excess upon such determination. Each Shareholder will be deemed to have
agreed to such contribution in these circumstances by his investment in the
Series or Class of the Trust. This procedure will permit the net asset
value per share of the Series or Class of the Trust to be maintained at a
constant dollar value per share.
The Trustees, by resolution, may discontinue or amend the practice of
maintaining the net asset value per share at a constant dollar amount with
respect to any Series or Class at any time and such modification shall be
evidenced by appropriate changes in the Prospectus.
9.4. Power to Modify Foregoing Procedures. Notwithstanding any of the
foregoing provisions of this Article IX, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the
per share net asset value of the Trust's Shares or net income, or the
declaration and payment of dividends and distributions as they may deem
necessary or desirable to enable the Trust to comply with any provision or
rule of the 1940 Act, or any securities association registered under the
Securities Exchange Act of 1934, or any order of exemption issued by the
Commission, all as in effect now or hereafter amended or modified.
<PAGE>
ARTICLE X
Shareholders
10.1. Voting Powers. The Shareholders shall have the power to vote (i) for
the election of Trustees as provided in Article II, Section 2.2; (ii) for
the removal of Trustees as provided in Article II, Section 2.3(d); (iii)
with respect to any investment advisor as provided in Article IV, Section
4.1; (iv) with respect to the amendment of this Declaration as provided in
Article XI, Section 11.4; (v) to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a
class action on behalf of the Trust or the Shareholders; and (vi) with
respect to such additional matters relating to the Trust as may be required
by law, by this Declaration, or the By-Laws of the Trust or any regulation
of the Trust by the Commission or any State, or as the Trustees may consider
desirable. Any matter affecting a particular Series, including, without
limitation, matters affecting the investment advisory arrangements or
investment policies or restrictions of a Series, shall not be deemed to have
been effectively acted upon unless approved by the required vote of the
Shareholders of such Series. To the extent required by the 1940 Act or
necessary or appropriate to give effect to the relative rights and
preferences of the Classes of Shares into which any Series may be divided,
any matter affecting a particular Class (unless the interests of each Class
of such Series in the matter are substantially identical), including,
without limitation, matters affecting the distribution plan of that Class
shall not be deemed to have been effectively acted upon unless approved by
the required vote of the Shareholders of such Class. Notwithstanding the
foregoing, to the extent permitted by the 1940 Act, each Series and Class
shall not be required to vote separately on the selection of independent
public accountants, the election of Trustees and any submission with respect
to a contract with a principal underwriter or distributor. Each whole Share
shall be entitled to one vote as to any matter on which it is entitled to
vote, and each fractional Share shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election of
Trustees. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action to be taken by Shareholders which is
required or permitted by law, this Declaration or any By-Laws of the Trust.
10.2. Meetings. Shareholder meetings shall be held as specified in the
By-Laws and in Section 2.2 hereof at the principal office of the Trust or
at such other place as the Trustees may designate. Meetings of the
Shareholders may be called by the Trustees or by officers of the Trust given
such authority in the By-Laws and shall be called by the Trustees at a place
designated by them upon written request specifying the purpose of such
meeting and submitted by Shareholders of any Series or Class holding in the
aggregate not less than 10% of the outstanding Shares of such Series or
Class having voting rights.
10.3. Quorum and Required Vote. Except as otherwise provided by law, the
holders of a majority of the outstanding Shares of the Trust, or, as to any
matter to be voted on by a Series or Class, a majority of the outstanding
Shares of such Series or Class, present in person or by proxy shall
constitute a quorum for the transaction of any business at any
<PAGE>
meeting of Shareholders. If a quorum, as above defined, shall not be
present for the purpose of any vote that may properly come before the
meeting, the Shareholders present in person or by proxy and entitled to vote
at such meeting on such matter holding a majority of the Shares present
entitled to vote on such matter may vote to adjourn the meeting from time
to time to be held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as above defined,
entitled to vote on such matter shall be present, whereupon any such matter
may be voted upon at the meeting as though held when originally convened.
Subject to any applicable requirement of law, this Declaration or the
By-Laws, a plurality of the votes cast shall elect a Trustee and all other
matters shall be decided by a majority of the votes cast entitled to vote
thereon.
10.4. Record Date for Meetings. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, or
to participate in any distribution, or for the purpose of any other action,
the Trustees may from time to time close the transfer books for such period,
not exceeding 30 days, as the Trustees may determine; or without closing the
transfer books the Trustees may fix a date not more than 90 days prior to
the date of any meeting of Shareholders or declaration of daily dividends
or other action as a record date for the determination of the persons to be
treated as Shareholders of record for such purposes, except for dividend
payments which shall be governed by Section 9.2 hereof.
10.5. Proxies. Any vote by a Shareholder of the Trust may be made in person
or by proxy, provided that no proxy shall be voted at any meeting unless it
shall have been placed on file with the Trustees or their designee prior to
the time the vote is taken. Pursuant to a resolution of a majority of the
Trustees, proxies may be solicited in the name of one or more Trustees or
one or more officers of the Trust. Only Shareholders of record shall be
entitled to vote. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger.
10.6. Additional Provisions. The By-Laws may include further provisions for
Shareholders, votes, meetings and related matters.
10.7. Reports. The Trustees shall cause to be prepared with respect to each
Series and Class at least annually a report of operations containing a
balance sheet and statement of income and undistributed income of the
applicable Series or Class of the Trust prepared in conformity with
generally accepted accounting principles and an opinion of an independent
public accountant on such financial statements. It is contemplated that
separate reports may be prepared for the various Series and Classes. Copies
of such reports shall be mailed to all Shareholders of record of the
applicable Series or Class within the time required by the 1940 Act. The
Trustees shall, in addition, furnish to the Shareholders at least
semiannually, interim reports containing an unaudited balance sheet of the
Series or Class as of the end of such period and an unaudited statement of
income and surplus for the period from the beginning of the current fiscal
year to the end of such period.
<PAGE>
10.8. Shareholder Action by Written Consent. Any action which may be taken
by Shareholders may be taken without a meeting if a majority of Shareholders
of each Series or Class entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express provision of this
Declaration) consent to the action in writing and the written consents are
filed with the records of the meetings of Shareholders. Such consent shall
be treated for all purposes as a vote taken at a meeting of Shareholders.
10.9. Inspection of Records. The Trustees shall from time to time determine
whether and to what extent, and at what times and places, and under what
conditions and regulations, the accounts and books of the Trust or any of
them shall be open to the inspection of the Shareholders and no Shareholder
shall have any right to inspect any account or book or document of the Trust
except as conferred by law or otherwise by the Trustees.
ARTICLE XI
Duration; Termination of Trust;
Amendment: Mergers, Etc.
11.1 Duration. Subject to the provisions of Sections 11.2 and 11.3 hereof,
the Trust created hereby shall continue without limitation of time.
11.2. Termination.
(a) The Trust may be terminated by the affirmative vote of the
holders of not less than two-thirds of the Shares of each Series of the
Trust at any meeting of Shareholders or by an instrument in writing, without
a meeting, signed by a majority of the Trustees and consented to by the
holders of not less than two-thirds of such Shared. Any Series or Class may
be so terminated by vote or written consent of not less than two-thirds of
the Shares of such Series or Class. Upon the termination of the Trust or
any Series or Class:
(i) The Trust or such Series or Class shall carry on no
business except for the purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the
Trust or such Series or Class and all of the powers of the Trustees
under this Declaration shall continue until the affairs of the Trust
or such Series or Class shall have been wound up, including the power
to fulfill or discharge the contracts of the Trust or such Series or
Class, collect its assets, sell, convey, assign, exchange, transfer
or otherwise dispose of all or any part of the remaining Trust
Property to one or more persons at public or private sale for
consideration which may consist in whole or in part of cash,
securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its
business; provided that any sale, conveyance, assignment, exchange,
transfer or other disposition of all or substantially all the Trust
Property shall require approval of the consideration by vote or
consent of the holders of a majority of the Shares entitled to vote;
and
<PAGE>
(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection,
the Trustees may distribute remaining Trust Property of any Series
(or attributable to the Shares of any Class), in cash or in kind or
partly each, among the Shareholders of such Series or Class according
to their respective rights.
(b) After termination of the Trust or any Series or Class and
distribution to the Shareholders as herein provided, a majority of the
Trustees shall execute and lodge among the records of the Trust an
instrument in writing setting forth the fact of such termination. Upon
termination of the Trust, the Trustees shall thereupon be discharged from
all further liabilities and duties hereunder, and the rights and interests
of all Shareholders shall thereupon cease. Upon termination of any Series
or Class, the Trustees shall thereupon be discharged from all further
liabilities and duties with respect to such Series or Class, and the rights
and interests of all Shareholders of such Series or Class shall thereupon
cease.
11.3. Merger, Consolidation and Sale of Assets. The Trust may merge or
consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust Property, including its good will, upon such terms and conditions and
for such consideration when and as authorized at any meeting of Shareholders
called for that purpose by the affirmative vote of the holders of not less
than two-thirds of the Shares of each Series, or by an instrument or
instruments in writing without a meeting, consented to by the holders of not
less than two-thirds of such Shares of each Series. Any Series may so
merge, consolidate or effect a sale or exchange of assets by the vote or
written consent of not less than two-thirds of the Shares of such Series.
11.4. Amendment Procedure.
(a) This Declaration may be amended by the af- firmative vote of the
holders of not less than a majority of the Shares at any meeting of
Shareholders or by an instrument in writing, without a meeting, signed by
a majority of the Trustees and consented to by the holders of not less than
a majority of such Shares. The Shareholders of each Series and Class shall
have the right to vote separately on amendments to this Declaration to the
extent provided by Section 10.1. The Trustees may also amend this
Declaration without the vote or consent of Shareholders if they deem it
necessary to conform this Declaration to the requirements of applicable
federal laws or regulations or the requirements of the regulated investment
company provisions of the Internal Revenue Code, but the Trustees shall not
be liable for failing so to do.
(b) No amendment may be made, under Section 11.4(a) above, which
would change any rights with respect to any Shares of the Trust by reducing
the amount payable thereon upon liquidation of the Trust or by diminishing
or eliminating any voting rights pertaining thereto, except with the vote
or consent of the holders of two-thirds of the Shares of each Series.
Nothing contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the
Shareholders, Trustees, officers, employees and agents of the Trust or to
permit assessments upon Shareholders.
<PAGE>
(c) A certification in recordable form signed by a majority of the
Trustees setting forth an amendment and reciting that it was duly adopted
by the Shareholders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, in recordable form, and executed by a majority of
the Trustees, shall be conclusive evidence of such amendment when lodged
among the records of the Trust.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended,
covering the first public offering of Shares of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by
the affirmative vote of a majority of the Trustees or by an instrument
signed by a majority of the Trustees.
11.5. Incorporation. With the approval of the holders of a majority of the
Shares, the Trustees may cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction or any other
trust, partnership, association or other organization to take over all of
the Trust Property or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer
the Trust Property to any such corporation, trust, association or
organization in exchange for the shares or securities thereof or otherwise
and to lend money to, subscribe for the shares or securities thereof or
otherwise, and to lend money to, subscribe for the shares or securities of,
and enter into any contracts with any such corporation, trust, partnership,
association or organization, or any corporation, partnership, trust,
association or organization in which the Trust holds or is about to acquire
shares or any other interest. The Trustees may also cause a merger or
consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and
to the extent permitted by law, as provided under the law then in effect.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one or
more corporations, trusts, partnerships, associations or other organizations
and selling, conveying or transferring a portion of the Trust Property to
such organizations or entities.
ARTICLE XII
Miscellaneous
12. 1. Filing. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of the Commonwealth of Massachusetts
and in such other places as may be required under the laws of Massachusetts
and may also be filed or recorded in such other places as the Trustees deem
appropriate. Each amendment so filed shall be accompanied by a certificate
signed and acknowledged by a Trustee stating that such action was duly taken
in a manner provided herein, and unless such amendment or such certificate
sets forth some later time for the effectiveness of such amendment, such
amendment shall be effective upon its filing. A restated Declaration,
containing the original Declaration and all amendments theretofore made, may
be executed from time to time by a majority of the Trustees and shall, upon
filing with the Secretary of the Commonwealth of Massachusetts, be
conclusive evidence of all
<PAGE>
amendments contained therein and may thereafter be referred to in lieu of
the original Declaration and the various amendments thereto.
12.2. Resident Agent. The Trust shall maintain a resident agent in the
Commonwealth of Massachusetts, which agent shall initially be CT Corporation
System, Two Oliver Street, Boston, Massachusetts 02109. The Trustees may
designate a successor resident agent, provided, however, that such
appointment shall not become effective until written notice thereof is
delivered to the office of Secretary of the Commonwealth of Massachusetts.
12.3. Governing Law. This Declaration is executed by the Trustees and
delivered in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity and
construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth and reference shall be
specifically made to the business corporation law of the Commonwealth of
Massachusetts as to the construction of matters not specifically covered
herein or as to which an ambiguity exists.
12.4. Counterparts. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument,
which shall be sufficiently evidenced by any such original counterpart.
12.5. Reliance by Third Parties. Any certificate executed by an individual
who, according to the records of the Trust, or of any recording office in
which this Declaration may be recorded, appears to be a Trustee hereunder,
certifying to: (a) the number or identity of Trustees or Shareholders, (b)
the name of the Trust or any Series or Class thereof, (c) the establishment
of any Series or Class, (d) the due authorization of the execution of any
instrument or writing, (e) the form of any vote passed at a meeting of
Trustees or Shareholders, (f) the fact that the number of Trustees or
Shareholders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (g) the form of any By-Laws
adopted by or the identity of any officers elected by the Trustees, or (h)
the existence of any fact or facts which in any manner relate to the affairs
of the Trust or any Series or Class, shall be conclusive evidence as to the
matters so certified in favor of any person dealing with the Trustees and
their successors.
12.6. Provisions in Conflict With Law or Regulations.
(a) The provisions of this Declaration are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have
constituted a part of this Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior
to such determination.
<PAGE>
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any
manner affect such provision in any other jurisdiction or any other
provision of this Declaration in any jurisdiction.
This Declaration of Trust establishing Lindner Investments provides that the
name Lindner Investments refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no
Trustee, shareholder, officer, employee or agent of Lindner Investments,
shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or
otherwise in connection with the affairs of Lindner Investments, but the
Trust Estate only shall be liable.
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.
/S/ ERIC E. RYBACK
Eric E. Ryback
/S/ DOUG T. VALASSIS
Doug T. Valassis
/S/ DONALD J. MURPHY
Donald J. Murphy
/S/ MARC P. HARTSTEIN
Marc P. Hartstein
/S/ TERENCE P. FITZGERALD
Terence P. Fitzgerald
/S/ ROBERT L. BYMAN
Robert L. Byman
/S/ DENNIS P. NASH
Dennis P. Nash
/S/ PETER S. HOROS
Peter S. Horos
The address of each of the above named Trustees is the principal place
of business of the Trust which is:
Lindner Investments
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
BYLAWS
OF
LINDNER INVESTMENTS
ARTICLE I--TRANSACTION CONFIRMATIONS, ACCOUNT STATEMENTS,
CERTIFICATES AND DIVIDEND DISTRIBUTIONS
1. Every shareholder of record will receive a confirmation of each
new transaction in their account with the Trust which will show the total
number of shares of the Trust owned by the shareholder and being held by the
transfer agent for the account of the shareholder. Shareholders may rely
on these confirmations in lieu of certificates, which will not be issued,
except that certificates may be issued, upon written request. Dividends
shall be declared and paid as determined by the Board of Trustees of the
Trust for the particular series involved. Capital gains shall be
distributed annually or more often as may be required by the Internal
Revenue Code to avoid taxation at the Trust level.
2. Certificates evidencing shares of a particular series of the
Trust shall be in the form prescribed by the Board of Trustees and shall be
signed by the President or a Vice President and the Secretary or Treasurer.
The signature of any officer of the Trust and the seal of the Trust thereon
may be facsimiles.
3. In the event any officer authorized to sign certificates of
shares shall die, resign or be removed from office, otherwise valid
certificates bearing the signature, or facsimile thereof, of such officer
shall remain valid and may be issued.
ARTICLE II--FISCAL YEAR
Except as may otherwise be provided by the Board of Trustees, the
fiscal year of the Trust shall end on the 30th of June.
ARTICLE III--SEAL
The Trust seal shall, subject to alteration by the Board of Trustees,
consist of a flatfaced circular die upon which shall be engraved or cut the
word, "Massachusetts," together with the name of the particular series of
the Trust and the year of its Declaration (Viz., 1993).
<PAGE>
ARTICLE IV--SHAREHOLDER MEETINGS
1. Meetings of shareholders will only be held as necessary to
approve fundamental policy changes, elect trustees and other matters
requiring approval of the shareholders in accordance with the Investment
Company Act of 1940, as amended.
2. Meetings of shareholders of the Trust shall be held at such time
and on such day as shall be designated in the notice of said meeting. At
such meetings, shareholders may elect a Board of Trustees or transact such
other business as may properly be brought before the meeting and which is
stated in the notice of the meeting.
3. Special meetings of shareholders, of the Trust, or of any
particular series of the Trust, unless otherwise prescribed by statute, rule
or regulation, may be called for any purpose or purposes by the President
at any time and shall be called by the President at the request of a
majority of the Board of Trustees, or at the request in writing of one or
more shareholders who collectively hold at least ten percent (10%) of the
shares of a particular series of the Trust issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
meeting. Business transacted at all special meetings shall be confined to
the objects stated in the notice of such meeting.
4. Written notice of every meeting of the shareholders, stating the
time, place and purpose or purposes for which the meeting is called, shall
be given by the secretary to each shareholder entitled to vote thereat and
to any shareholder entitled by law to such notice. Such notice shall be
given to each shareholder by mailing the same, postage prepaid, to the
address of the shareholder as it appears on the books of the Trust not less
than twenty (20) days nor more than ninety (90) days before the time fixed
for such meeting.
5. The holders of a majority of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise provided
by statute. If such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time (provided no adjournment shall be for more than
three (3) months) without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
6. When a quorum is present at any meeting, the vote of the holders
of a majority of the shares having the right to vote thereat, present in
person or represented by proxy, shall determine any question brought before
such meeting, unless the question is one upon which, by express provision
of the applicable statutes, rules and regulations, Declaration of Trust or
these Bylaws, a different vote is required in which case such express
provision shall control.
<PAGE>
7. At any meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by
an instrument in writing subscribed by such shareholder and bearing a date
not more than eleven (11) months prior to said meeting, which instrument
shall be filed with the secretary of the meeting before being voted. Each
shareholder shall have one vote or fraction thereof for each share or
fraction thereof held.
8. The Board of Trustees may fix a record date, not more than
ninety (90) nor less than twenty (20) days prior to the date for which a
meeting is called, as of which the shareholders entitled to vote at such
meeting or any adjournment thereof, shall be determined, notwithstanding any
transfer or the issue of any share occurring after such record date.
ARTICLE V--TRUSTEES
1. The number of trustees which shall constitute the entire Board
of Trustees of the Trust shall be not less than three (3) nor more than
fifteen (15). Any trustee may be removed by the majority vote of all
trustees, at a regular or special meeting called for that purpose, for cause
by them deemed sufficient. Subject to death, resignation or removal, each
trustee shall hold office indefinitely and until his successor is elected
and qualified. Trustees need not be shareholders of the Trust.
2. If the office of any trustee or trustees becomes vacant for any
reason, a majority of the remaining trustees, though less than a quorum, may
choose a successor or successors, who shall hold office for the unexpired
term in respect to which such vacancy occurred or until the next election
of trustees, provided that, immediately after filling any such vacancy, at
least two-thirds (2/3) of the trustees then holding office shall have been
elected to such office by the shareholders of the Trust entitled to vote;
otherwise such vacancy shall be filled by vote of the shareholders at a
special meeting called for such purpose.
3. The property and business of the Trust shall be managed by its
Board of Trustees which may exercise all powers of the trust and do all
lawful acts and things as are not by applicable statute, rule or regulation,
the Declaration of Trust or these Bylaws prohibited, or directed or required
to be exercised or done by the shareholders.
4. The Board of Trustees may hold their meetings and keep the books
of the Trust at the office of the Trust in the City of Clayton, State of
Missouri, or at such other places as they may from time to time determine,
and telephone meetings may be held except that the Board of Trustees may not
hold telephone meetings to approve or renew an investment advisory agreement
or any Rule 12b-1 Plan or any agreements related to such plan. The original
or duplicate stock ledger shall be kept at the office of the Trust in the
City of Clayton, State of Missouri or at the office of any transfer agent
which may be employed by the Trust.
5. The first meeting of the newly elected Board of Trustees shall
be held at the place of, and immediately following the meeting of the
shareholders at which such Board of Trustees was elected, either within
<PAGE>
or without the State of Missouri; provided the trustees may hold their
meeting at such other place and time as they may determine. No notice of
such meeting shall be necessary to the newly elected trustees in order to
legally constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Trustees shall be held without notice at such time
and place, either within or without the State of Missouri as shall from time
to time be determined by the board.
6. Special meetings of the Board of Trustees may be held at any
time when called by the Chairman, if any, the President, the Secretary or
any two (2) trustees. Not less than forty-eight (48) hours' notice of any
special meeting shall be given by the Secretary or other officer calling
such meeting to each trustee either in person, by telephone, by mail or by
telegram. Such notice may be waived by any trustee either in person or in
writing or by telegram. Such special meetings shall be held at such time
and place, within or without the State of Missouri, as the notice thereof
or waiver shall specify. Unless otherwise specified in the notice thereof,
any and all business may be transacted at any meeting of the Board of
Trustees.
7. At all meetings of the Board of Trustees, a majority of the
trustees shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of the majority of trustees present at
any meeting at which there is a quorum shall be the act of the Board of
Trustees, except as may be otherwise specifically provided by an applicable
statute, rule, or regulation, by the Declaration of Trust or by these
Bylaws. If a quorum shall not be present at any meeting of the Board of
Trustees, the trustees present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
ARTICLE VI--COMMITTEES
The Board of Trustees may elect from their own number, by resolution
or resolutions passed by a majority of the board, an Executive Committee to
consist of two (2) or more trustees, which shall have the power to conduct
the current and ordinary business of the Trust while the Board of Trustees
is not in session. The Board of Trustees may also in the same manner elect
from their own number from time to time other committees, the number
composing such committees and the powers conferred thereon to be determined
from the resolution creating the same.
ARTICLE VII--NOTICES
1. Whenever, under the provisions of an applicable statute, rule,
or regulation, the Declaration of Trust or these Bylaws, notice is required
to be given to any shareholder or trustee, it shall not be construed to mean
personal notice unless the context otherwise provides. Such notice may be
given in writing, by mail, by depositing the same in a post office or letter
box, in a postage prepaid envelope, addressed to such shareholder or trustee
at such address as appears on the books of the Trust, and such notice shall
be deemed to be given at the time when the same shall be thus mailed.
<PAGE>
2. Whenever any notice is required to be given under the provisions
of an applicable statute, rule or regulation, the Declaration of Trust or
by these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be equivalent thereto.
ARTICLE VIII--OFFICERS
1. The Board of Trustees shall annually elect officers of the
Trust. The Board of Trustees may elect one of its own members as Chairman
of the Board and shall elect a President, Secretary and Treasurer. The
Treasurer shall be the Chief Accounting Officer of the Trust. The Board of
Trustees may also elect or appoint or authorize the Chairman, if any, or
President to appoint such other officers, including Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers, as the Board of
Trustees deems advisable. Two or more offices, when consistent, may be held
by the same person. The Chairman and President of the Trust shall be
trustees. All other officers may be, but need not be, trustees.
2. The Board of Trustees may appoint such other officers, agents
and representatives of the Trust as shall be deemed necessary, with such
powers for such term and to perform such acts and duties on behalf of the
Trust as the Board of Trustees may see fit to the extent authorized or
permitted by statute, rule, or regulation, the Declaration of Trust and
these Bylaws.
3. The Chairman of the Board, if one shall be elected, shall
preside at all meetings of the shareholders and Board of Trustees and shall
perform such other duties as the Board of Trustees may from time to time
prescribe.
4. The President shall be the chief executive officer of the Trust
and shall in the absence of the Chairman preside at all meetings of the
shareholders and Board of Trustees. The President shall perform such other
duties as the Board of Trustees shall from time to time prescribe.
5. The Vice Presidents, in the order of their seniority or as
designated by the Board of Trustees, shall in the absence or disability of
the President perform the duties and exercise the powers of the President
and shall perform such other duties as the Board of Trustees may from time
to time prescribe.
6. The Secretary shall record all votes and proceedings of meetings
of the shareholders and of the Board of Trustees in the Trust records. The
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and meetings of the Board of Trustees when notice thereof is
required. The Secretary shall have custody of the seal of the Trust and may
affix the same to any instrument requiring the seal and attest to the same
with his or her signature. The Secretary shall perform such other duties
as the Board of Trustees may from time to time prescribe.
<PAGE>
7. The Assistant Secretaries, in order of their seniority or as
directed by the Board of Trustees, shall in the absence or disability of the
Secretary perform the duties and exercise the powers of the Secretary and
shall perform such other duties as the Board of Trustees may prescribe.
8. The Treasurer shall deliver all Trusts and securities of the
Trust which may come into the Treasurer's hands to such bank or trust
company as the Board of Trustees may designate as Custodian. The Treasurer
shall keep such records of the financial transactions of the Trust as the
Board of Trustees shall prescribe. The Treasurer shall perform such other
duties as the Board of Trustees may from time to time prescribe.
9. The Assistant Treasurers, in order of their seniority or as
directed by the Board of Trustees, shall in the absence or disability of the
Treasurer perform the duties and exercise the powers of the Treasurer and
shall perform such other duties as the Board of Trustees may prescribe.
10. The officers of the Trust shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by
the Board of Trustees may be removed at any time by the affirmative vote of
a majority of the entire Board of Trustees. If the office of any officer
shall become vacant for any reason, the vacancy shall be filled by the Board
of Trustees.
ARTICLE IX--INVESTMENT AND OTHER RESTRICTIONS
The investment limitations for the Trust are set forth in each of the
Trust's current Prospectuses or Statements of Additional Information as
approved by the Trustees.
ARTICLE X--CUSTODIANS
1. The Trust shall employ one or more Custodians pursuant to
written contracts which shall contain in substance the following provisions:
(a) The Trust will cause all securities and Trusts owned by
the Trust to be delivered or paid to the Custodians.
(b) The Custodian, or each of them if there be more than one,
will receive any monies due to the Trust and deposit the same in an
account in its own banking department or in such other banking
institution, if any, as the Board of Trustees may direct.
(c) The Custodian, or each of them if there be more than one,
shall release and deliver securities owned by the Trust in the
following cases only:
(1) Upon the sale of such securities for the account of
the company and the receipt of payment therefor;
<PAGE>
(2) To the issuer thereof or its agent when such
securities are called, redeemed, retired or otherwise become
payable, provided that in any such case the cash proceeds
thereof shall be delivered to the Custodian;
(3) To the issuer thereof or its agent for transfer
into the name of the Trust or the Custodian, or a nominee of
either, or in exchange for a different number of certificates
representing the same number of shares or aggregate face
amount, provided that in any such case the new securities
replacing such securities are delivered to the Custodian and
approval of the Trust is received;
(4) To any broker selling the same for examination in
accord with the "street delivery" custom;
(5) For exchange or conversion pursuant to any plan of
merger, consolidation, reorganization, recapitalization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, provided that in any such case the new
securities and cash, if any, are delivered to the Custodian;
(6) In the case of warrants, rights or similar options,
the surrender thereof shall be only for the exercise of such
warrants, rights or other options on behalf of the Trust upon
interim receipts or temporary securities for definitive
securities;
(7) For any other proper purpose approved by the Trust.
(d) A Custodian shall pay out monies of the Trust only upon
the purchase of securities for the account of the Trust and the
delivery in due course of such securities to the Custodian, or in
connection with the conversion, exchange or surrender of securities
owned by the Trust as set forth herein, or for the repurchase of
shares issued by the Trust, or for the making of any disbursements
authorized by the Board of Trustees for expenses or liabilities
incurred by the Trust pursuant to all applicable statutes, rules and
regulations.
(e) A Custodian shall make deliveries of securities and
payments of cash only upon proper written instructions signed by such
officer or officers or other agent or agents of the Trust, including
the investment adviser, as may be authorized to sign such
instructions by resolution of the Board of Trustees. The Trustees
may, from time to time, authorize different persons to sign proper
instructions for different purposes.
2. The contract between the Trust and a Custodian may contain any
other provisions not inconsistent with all applicable statutes, rules, and
regulations, the Declaration of Trust or with these Bylaws which the Board
of Trustees may approve.
<PAGE>
3. Such contract shall be terminable by either party upon written
notice to the other; provided, however, that upon termination of the
contract or inability of the Custodian to continue to serve, the Custodian
shall deliver and pay over to such successor Custodian all securities and
monies held by it for the account of the Trust. In the event that the
Custodian terminates its contract with the Trust: (a) the Board of Trustees
shall promptly appoint a successor Custodian; (b) in the event that the
Trust cannot find a successor Custodian having the required qualifications
and willing to serve, the Board of Trustees shall promptly call a special
meeting of the shareholders to determine whether the Trust shall function
without a Custodian or shall be liquidated; (c) in the event that such vote
of shareholders shall be held the Custodian shall deliver and pay over all
property of the Trust held by it as directed by, and in accordance with, the
vote of a majority of the outstanding shares of the Trust.
ARTICLE XI--INVESTMENT ADVISER
The Board of Trustees, with the approval of the shareholders, as
provided by applicable statutes, rules and regulations, and consistent with
the Declaration of Trust, may enter into a contract with any person, firm
or corporation to act as Investment Adviser for the Trust and to perform
such duties and render such services as shall be deemed necessary. Any such
contract shall provide that it may be terminated at any time by the Trust
without penalty and upon not more than sixty (60) days' written notice, and
shall be automatically terminated in the event of its assignment. Any such
contract shall continue in effect only if approved in accordance with the
provisions of all applicable statutes, rules, and regulations, the
Declaration of Trust and these Bylaws.
ARTICLE XII--DISTRIBUTOR
The Board of Trustees, as consistent with all applicable statutes,
rules, and regulations, and the Declaration of Trust, may enter into a
contract with any one or more persons, firms or corporations to act as
Distributor or Distributors for the Trust, or any particular series of the
Trust, and to perform such other duties and render such other services as
shall be deemed necessary. Any such contract shall provide that it shall
be automatically terminated in the event of its assignment by such person,
firm or corporation, and that, in the event it shall continue in effect for
a period of more than two (2) years from the date of its execution, it shall
be specifically approved at least annually by vote of the outstanding voting
securities of the Trust or by the Board of Trustees in accordance with all
applicable statutes, rules and regulations. Such contract may be exclusive,
and may be, with the same person, firm or corporation which is a party to
an investment adviser's contract with the Trust. Such contract may also
contain any other provisions not inconsistent with all applicable statutes,
rules and regulations, the Declaration of Trust and these Bylaws.
<PAGE>
ARTICLE XIII--TRANSACTIONS OF TRUSTEES, OFFICERS AND OTHERS
1. No trustee or officer of the Trust, nor the Investment Adviser,
nor any member, officer, director, or shareholder of such Investment Adviser
shall take a long or short position in the securities issued by the Trust,
except that any trustee or officer of this Trust, or member, officer,
director or shareholder of the Investment Adviser may purchase from the
Trust at any time, shares issued by the Trust: (a) at the price available
to the public at the moment of such purchase; or (b) to the extent that such
person is a shareholder, at the price available to shareholders generally
at the moment of such purchase; or (c) at a price determined as set forth
in the Trust's current Prospectus. In any event, such purchase shall not
be in contravention of any applicable federal or state statute, rule or
regulation.
2. The Trust shall not lend any of its assets to the Distributor(s)
or Investment Adviser or to any officer, director or trustee of the
Distributor(s) or the Investment Adviser or the Trust and shall not permit
any officer or trustee, or any officer or director of the Distributor(s) or
the Investment Adviser, to deal for or on behalf of the Trust with himself
as principal or agent, or with any partnership, association or corporation
in which he has a financial interest. The foregoing provisions shall not
prevent: (a) officers and trustees of the Trust from buying, holding or
selling shares in the Trust, or from being partners, officers or directors
of or otherwise financially interested in the Distributor(s) or the
Investment Adviser; (b) employment of legal counsel, registrar, transfer
agent, dividend disbursing agent or custodian who is, or has a partner,
shareholder, officer or director who is, an officer or trustee of the Trust,
if only customary fees are charged for services to the Trust; or (c)
purchases or sales of securities or other property if such transaction is
permitted by or is exempted under any applicable statute, rule or
regulation.
3. Any officer, trustee or agent of the Trust may acquire, own and
dispose of shares of the Trust to the same extent as if he or she were not
such officer, trustee or agent. The Board of Trustees may issue, purchase
and sell or cause to be issued, purchased and sold shares in the Trust and
from any person, or to and from any firm or company of which such person is
an officer, director, trustee or shareholder subject only to all applicable
statutes, rules, and regulations, any limitations contained in the
Declaration of Trust and the limitations and restrictions in these Bylaws.
ARTICLE XIV--INDEMNIFICATION
1. The Trust shall indemnify each trustee and officer to the full
extent permitted by applicable federal, state and local statutes, rules and
regulations and the Declaration of Trust, as amended from time to time.
2. With respect to a proceeding against a trustee or officer
brought by or on behalf of the Trust to obtain a judgment or decree in its
favor, the Trust shall provide the officer or trustee with the same
indemnification, after the same determination, as it is required to provide
with respect to a proceeding not brought by or on behalf of the Trust.
<PAGE>
3. The Board of Trustees, in its discretion, may authorize or
provide the above-described indemnification to an employee or agent.
4. Any indemnification provided by this Article:
(a) Continues as to a trustee, officer, employee or agent who
has ceased to be such, and inures to the benefit of his heirs and
personal representative; and
(b) Does not exclude any other rights to which a person is or
may be entitled by any applicable statute, rule, regulation,
agreement, vote of shareholders or disinterested trustees, or
otherwise, as to:
(1) Actions in his official capacity; and
(2) Actions in any other capacity while holding such
office.
5. The indemnification provided by this Article shall be provided
with respect to an action, suit or proceeding arising from an act or
omission or alleged act or omission, whether occurring before or after the
adoption of this Article.
6. Nothing in this Article protects, or purports to protect, or may
be interpreted or construed to protect, any trustee or officer against any
liability to the Trust or its shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
ARTICLE XV--AUDITOR
The independent auditor of the Trust shall be selected annually in
accordance with all applicable statutes, rules and regulations.
ARTICLE XVI--AMENDMENTS
The Board of Trustees may make, amend, alter or repeal these Bylaws,
at any meeting duly held; provided, that the provisions concerning
investment and other restrictions contained in Article IX of these Bylaws
shall only be amended, altered or repealed by the vote of a majority of the
outstanding voting securities of the Trust, as defined in the Investment
Company Act of 1940, or as otherwise provided by any applicable statute,
rule or regulations.
<PAGE>
ARTICLE XVII--MISCELLANEOUS
1. When used in these Bylaws, the term "applicable statutes, rules
and regulations" shall mean any and all federal and state statutes, rules
and regulations which are applicable to, govern or otherwise regulate the
conduct of the Trust's business as a regulated, diversified, open-end
investment company of the management type. Such statutes, rules and
regulations shall include, but are not limited to: The Investment Company
Act of 1940, the Investment Advisers Act of 1940, the Securities Act of
1933, the Securities Exchange Act of 1934 and all rules and regulations
promulgated by the Securities and Exchange Commission thereunder; Subchapter
M of the Internal Revenue Code, and all rules and regulations promulgated
by the Internal Revenue Service thereunder; the Annotated Code of
Massachusetts, and all rules and regulations promulgated by any commission,
organization, or division of such, which has been authorized by the State
of Massachusetts to formulate or to enforce same; and any and all other
statutes, rules or regulations enacted or promulgated by any state,
commission or division which shall or may be deemed to govern or regulate
the conduct of the Trust.
2. Each article, section or portion of these Bylaws shall be deemed
severable, and the invalidity of any such article, section or portion shall
not affect the validity of the remainder of these Bylaws.
ADVISORY AND SERVICE CONTRACT BETWEEN
LINDNER INVESTMENTS
AND
RYBACK MANAGEMENT CORPORATION
THIS AGREEMENT entered into the 23rd day of September, 1993 by and
between LINDNER INVESTMENTS, (hereinafter referred to as "the Fund") and
RYBACK MANAGEMENT CORPORATION, a Michigan corporation, (hereinafter referred
to as "the Adviser").
WHEREAS, the Fund has been organized to operate as an open-end
management investment company registered under the Investment Company Act
of 1940, as amended, (the "1940 Act"); and
WHEREAS, the shares of beneficial interest of the Fund may be divided
into separate series, the first of which is the Lindner Utility Fund (along
with any series which may in the future be established, a "Series"); and
WHEREAS, the Fund desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser and
to have an investment adviser perform for it various investment advisory and
research services and other management services; and
WHEREAS, the Adviser has been organized to operate as an investment
adviser registered under the Investment Advisers Act of 1940, as amended,
and desires to provide investment advisory services to the Fund;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Adviser. The Fund hereby engages the Adviser
to manage the investment and reinvestment of the assets of the Series for
the period and on the terms hereinafter set forth. The Adviser hereby
accepts such engagement and agrees during such period to render services and
to assume obligations herein set forth for the compensation herein provided.
The Fund and the Adviser agree that, with respect to a particular Series of
the Fund, they may negotiate and execute a separate agreement. Absent such
a separate agreement relating to a particular Series, the terms and
conditions of this Agreement shall apply to all Series of the Fund. The
Adviser shall, for all purposes herein, be deemed to be an independent
contractor and shall, except as expressly provided or authorized (whether
herein or otherwise), have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
<PAGE>
2. Duties of Adviser. In providing the services set forth herein,
the Adviser undertakes to afford to the Fund the advice and assistance of
the Adviser's organization in the choice of investments and to furnish for
the use of the Fund office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund and
maintaining its organization, and to pay all promotional expenses, salaries
and fees of all officers and directors who are interested persons of the
Fund and for all clerical services relating to research, statistical and
investment work. The investment policies and all other actions of the Fund
are and shall at all times be subject to the control and direction of its
Board of Trustees. The Adviser may, at its expense, employ one or more
subadvisers. References herein to the Adviser shall include any subadviser
employed by the Adviser. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of securities of each
Series. In making such selections, the Adviser is authorized to consider
such factors as it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition and
exceution ability of the broker or dealer, and the reasonableness of the
commissions both for the specific transaction and on a continuing basis.
The commission paid to such broker or dealer may be higher than that which
might be charged by another broker or dealer for effecting the same
transaction if a good faith determination is made by the Adviser that such
commissions are reasonable in relation to the value of the brokerage and
research services provided, viewed in terms of either that particular
transaction or the overall responsibilities of the Adviser as to the
accounts as to which it exercises investment discretion. In making such
determination, the Adviser need not place or attempt to place a specific
dollar value on such services or on the portion of the commission reflecting
such services.
3. Permissible Interests. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, trustees, officers, and shareholders of the Fund are, or may be or
become interested in the Adviser as directors, officers or otherwise and
directors, officers and shareholders or otherwise of the Adviser are or may
be or become interested in the Fund as trustees, officers, shareholders or
otherwise, and the Adviser may be or become interested in the Fund as
shareholder or otherwise; and the effect of any such interrelationships
shall be governed by said Declaration of Trust or Articles of Incorporation,
as the case may be, and the Investment Company Act of 1940 (the "1940 Act").
4. Compensation of the Adviser. For the services and facilities
to be furnished during any fiscal month by the Adviser hereunder, the Fund
shall pay the Adviser as an advisory and service fee as soon as practicable
after the last day of each month beginning with the month ending September
30, 1993, an amount equal to 1/12th of the sum of (i) 7/10ths of 1% of the
average daily net assets of the Fund during the applicable month not in
excess of $50,000,000; (ii) 6/10ths of 1% of the average daily net assets
of the Fund during the applicable month in excess of $50,000,000 but not in
excess of $200,000,000 and (iii) 5/10ths of 1% of the average daily net
sales of the Fund during the applicable month in excess of $200,000,000.
<PAGE>
The Adviser shall reimburse the Fund for any excess of annual
operating and management expenses, exclusive of taxes and interest but
including the Adviser's compensation, that exceed the most stringent
limitation imposed by a state regulatory agency.
5. Compensation Upon Termination. In case of termination of the
Agreement during any month, the fee for themonth shall be reduced
proportionately on the basis of the number of calendar days during which it
is in effect and the fee computed upon the average daily net asset value on
the business days during which it is so in effect.
It is understood that the Fund will pay all its expenses other than
those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Fund shall include, without limitation, interest
charges, taxes, fees of trustees who are not interested persons of the Fund,
other fees and commission of every kind, expenses of issue, sale,
repurchase, or redemption of shares, expenses of registering or qualifying
shares for sale, charges of custodians (including sums as custodian and for
keeping books and similar services to the Fund), transfer agents (including
the printing and mailing of reports and notices to shareholders),
registrars, auditing and legal services, and other expenses not expressly
assumed by the Adviser under paragraph 2 hereof.
6. Status of Adviser. The services of the Adviser to the Fund are
not to be deemed to be exclusive, the Adviser being free to render services
to others and engage in other activities.
7. Limitation of Liability of Adviser.
(a) In the absence of (i) willful misfeasance, bad faith, gross
negligence, (ii) reckless disregard of obligations and duties hereunder on
the part of the Adviser, or (iii) a loss resulting from a breach of a
fiduciary duty with respect to the receipt of compensation for services (in
which case any award for damages shall be limited to period and amount set
forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject
to liability whatsoever to the Fund or to any shareholder of the Fund for
any error or judgment, mistake of law or any other act or omission in the
course of, or connected with, rendering services hereunder including without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Fund.
(b) It is agreed that the Adviser shall have no responsibility or
liability for the accuracy or completeness of the Fund's Registration
Statements under the 1940 Act or the Securities Act of 1933, except for
information supplied by the Adviser for inclusion therein.
8. Limitation of Fund's Liability. The Adviser acknowledges that
it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Declaration of Trust. The Adviser agrees that
the Fund's obligations hereunder in any case shall be limited to the Fund
and its assets and that the Adviser shall not seek satisfaction of any
obligation from the shareholders of a Series nor from any Trustee, officer,
employee or agent of the Fund.
<PAGE>
9. Purchase of Securities. The Adviser agrees that neither it nor
any of its officers or directors will take a long or short position in the
securities issued by the Fund except that it or they may purchase from the
Fund, or from a principal underwriter of the Fund, shares issued by the Fund
at the offering price in effect at the moment of such purchase.
10. Force Majeure. The Adviser shall not be liable for delays or
errors occurring by reason of circumstances beyond its control including,
but not limited to, acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns beyond its control, the Adviser shall take
reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
11. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for
a period of two years from the date hereof, and indefinitely thereafter,
with respect to each of the Series, if its continuance after such two-year
period shall be specifically approved at least annually by vote of the
holders of a majority of the outstanding voting securities of the
appropriate Series or by the vote of a majority of the Fund's Trustees; and
further provided that such continuance is also approved annually by the vote
of a majority of the Trustees who are not parties to this Agreement or
interested persons of the Adviser., cast in person at a meeting called for
the purpose of voting on such approval. Except for the first two-year
period, if such approval is not obtained, this Agreement shall terminate on
the date which is 15 months from the date of the last such approval. Either
party hereto may, at any time on 60 days' prior written notice to the other,
terminate this Agreement, without the payment of any penalty, by action of
its Board of Trustees or Board of Directors, as the case may be, or by the
vote of a majority of its outstanding voting securities. This agreement
shall terminate automatically in the event of its assignment. This
Agreement may be amended at any time by the parties hereto, subject to
approval by the Fund's Board of Trustees and, if required by applicable SEC
rules and regulations, a vote of the majority of the outstanding voting
securities of any Series affected by such change.
12. Use of Name. The Fund acknowledges that the Adviser owns all
rights to the use of the name "Lindner". The Adviser hereby grants to the
Fund the right to use the name "Lindner" as part of its name, reserving,
however, the right, without compensation to the Fund, to:
a. require the Fund to change its name within 120 days
following termination of this contract,
b. grant the use of the name "Lindner" as part of its name
to any other investment company.
13. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
<PAGE>
14. Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of Missouri, provided however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
15. Counterparts. This Agreement may be executed in one or mroe
counterparts, each of which shall be deemed to be an original.
16. Definitions. The terms "vote of a majority of the outstanding
voting securities", "assigned" and "interested persons", when used herein,
shall have the respective meanings specified in the 1940 Act as now in
effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of the
date first above written.
LINDNER INVESTMENTS,
a Massachusetts business trust
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
RYBACK MANAGEMENT CORPORATION,
a Michigan corporation
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
ADVISORY AND SERVICE CONTRACT BETWEEN
LINDNER INVESTMENTS
AND
RYBACK MANAGEMENT CORPORATION
THIS AGREEMENT entered into the 23rd day of September 1993 by and
between LINDNER INVESTMENTS, (hereinafter referred to as "the Fund") and
RYBACK MANAGEMENT CORPORATION, a Michigan corporation, (hereinafter referred
to as "the Adviser").
WHEREAS, the Fund has been organized to operate as an open-end
management investment company registered under the Investment Company Act
of 1940, as amended, (the "1940 Act"); and
WHEREAS, the shares of beneficial interest of the Fund may be divided
into separate series, the second of which is the Lindner Bulwark Fund (along
with any series which may in the future be established, a "Series"); and
WHEREAS, the Fund and the Adviser have previously entered into an
Advisory and Service Contract which reserves to them the right to negotiate
and execute a separate advisory and service contract with respect to a
particular Series of the Fund; and
WHEREAS, the Fund and the Adviser desire to enter into such a separate
agreement with respect to the Fund's Lindner Bulwark Fund; and
WHEREAS, the Fund desires to avail itself of the services,
information, advice, assistance and facilities of the Adviser and to have
the Adviser perform for it various investment advisory and research services
and other management services in connection with the Lindner Bulwark Fund;
and
WHEREAS, the Adviser has been organized to operate as an investment
adviser registered under the Investment Advisers Act of 1940, as amended,
and desires to provide such investment advisory services to the Fund;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Adviser. The Fund hereby engages the Adviser
to manage the investment and reinvestment of the assets of the Lindner
Bulwark Fund for the period and on the terms hereinafter set forth. The
Adviser hereby accepts such engagement and agrees during such period to
render services and to assume obligations herein set forth for the
compensation herein provided. The Adviser shall, for all purposes herein,
be deemed to be an independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise), have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of
the Fund.
<PAGE>
2. Duties of Adviser. In providing the services set forth herein,
the Adviser undertakes to afford to the Fund the advice and assistance of
the Adviser's organization in the choice of investments and to furnish for
the use of the Fund office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund and
maintaining its organization, and to pay all promotional expenses, salaries
and fees of all officers and directors who are interested persons of the
Fund and for all clerical services relating to research, statistical and
investment work. The investment policies and all other actions of the Fund
are and shall at all times be subject to the control and direction of its
Board of Trustees. The Adviser may, at its expense, employ one or more
subadvisers. References herein to the Adviser shall include any subadviser
employed by the Adviser. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of securities of each
Series. In making such selections, the Adviser is authorized to consider
such factors as it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition and
exceution ability of the broker or dealer, and the reasonableness of the
commissions both for the specific transaction and on a continuing basis.
The commission paid to such broker or dealer may be higher than that which
might be charged by another broker or dealer for effecting the same
transaction if a good faith determination is made by the Adviser that such
commissions are reasonable in relation to the value of the brokerage and
research services provided, viewed in terms of either that particular
transaction or the overall responsibilities of the Adviser as to the
accounts as to which it exercises investment discretion. In making such
determination, the Adviser need not place or attempt to place a specific
dollar value on such services or on the portion of the commission reflecting
such services.
3. Permissible Interests. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, trustees, officers, and shareholders of the Fund are, or may be or
become interested in the Adviser as directors, officers or otherwise and
directors, officers and shareholders or otherwise of the Adviser are or may
be or become interested in the Fund as trustees, officers, shareholders or
otherwise, and the Adviser may be or become interested in the Fund as
shareholder or otherwise; and the effect of any such interrelationships
shall be governed by said Declaration of Trust or Articles of Incorporation,
as the case may be, and the Investment Company Act of 1940 (the "1940 Act").
4. Compensation of the Adviser. For the services and facilities
to be furnished during any fiscal month by the Adviser hereunder, the Fund
shall pay the Adviser as an advisory and service fee as soon as practicable
after the last day of each month beginning with the month ending September
30, 1993, an amount equal to 1/12th of of 1% of the average daily net assets
of the Fund during the applicable month.
The Adviser shall reimburse the Fund for any excess of annual
operating and management expenses, exclusive of taxes and interest but
including the Adviser's compensation, in excess of the most stringent
limitation imposed by a state regulatory agency.
<PAGE>
5. Compensation Upon Termination. In case of termination of the
Agreement during any month, the fee for themonth shall be reduced
proportionately on the basis of the number of calendar days during which it
is in effect and the fee computed upon the average daily net asset value on
the business days during which it is so in effect.
It is understood that the Fund will pay all its expenses other than
those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Fund shall include, without limitation, interest
charges, taxes, fees of trustees who are not interested persons of the Fund,
other fees and commission of every kind, expenses of issue, sale,
repurchase, or redemption of shares, expenses of registering or qualifying
shares for sale, charges of custodians (including sums as custodian and for
keeping books and similar services to the Fund), transfer agents (including
the printing and mailing of reports and notices to shareholders),
registrars, auditing and legal services, and other expenses not expressly
assumed by the Adviser under paragraph 2 hereof.
6. Status of Adviser. The services of the Adviser to the Fund are
not to be deemed to be exclusive, the Adviser being free to render services
to others and engage in other activities.
7. Limitation of Liability of Adviser.
(a) In the absence of (i) willful misfeasance, bad faith, gross
negligence, (ii) reckless disregard of obligations and duties hereunder on
the part of the Adviser, or (iii) a loss resulting from a breach of a
fiduciary duty with respect to the receipt of compensation for services (in
which case any award for damages shall be limited to period and amount set
forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject
to liability whatsoever to the Fund or to any shareholder of the Fund for
any error or judgment, mistake of law or any other act or omission in the
course of, or connected with, rendering services hereunder including without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Fund.
(b) It is agreed that the Adviser shall have no responsibility or
liability for the accuracy or completeness of the Fund's Registration
Statements under the 1940 Act or the Securities Act of 1933, except for
information supplied by the Adviser for inclusion therein.
8. Limitation of Fund's Liability. The Adviser acknowledges that
it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Declaration of Trust. The Adviser agrees that
the Fund's obligations hereunder in any case shall be limited to the Fund
and its assets and that the Adviser shall not seek satisfaction of any
obligation from the shareholders of a Series nor from any Trustee, officer,
employee or agent of the Fund.
9. Purchase of Securities. The Adviser agrees that neither it nor
any of its officers or directors will take a long or short position in the
securities issued by the Fund except that it or they may purchase from the
Fund, or from a principal underwriter of the Fund, shares issued by the Fund
at the offering price in effect at the moment of such purchase.
<PAGE>
10. Force Majeure. The Adviser shall not be liable for delays or
errors occurring by reason of circumstances beyond its control including,
but not limited to, acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns beyond its control, the Adviser shall take
reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
11. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for
a period of two years from the date hereof, and indefinitely thereafter,
with respect to each of the Series, if its continuance after such two-year
period shall be specifically approved at least annually by vote of the
holders of a majority of the outstanding voting securities of the
appropriate Series or by the vote of a majority of the Fund's Trustees; and
further provided that such continuance is also approved annually by the vote
of a majority of the Trustees who are not parties to this Agreement or
interested persons of the Adviser., cast in person at a meeting called for
the purpose of voting on such approval. Except for the first two-year
period, if such approval is not obtained, this Agreement shall terminate on
the date which is 15 months from the date of the last such approval. Either
party hereto may, at any time on 60 days' prior written notice to the other,
terminate this Agreement, without the payment of any penalty, by action of
its Board of Trustees or Board of Directors, as the case may be, or by the
vote of a majority of its outstanding voting securities. This agreement
shall terminate automatically in the event of its assignment. This
Agreement may be amended at any time by the parties hereto, subject to
approval by the Fund's Board of Trustees and, if required by applicable SEC
rules and regulations, a vote of the majority of the outstanding voting
securities of any Series affected by such change.
12. Use of Name. The Fund acknowledges that the Adviser owns all
rights to the use of the name "Lindner". The Adviser hereby grants to the
Fund the right to use the name "Lindner" as part of its name, reserving,
however, the right, without compensation to the Fund, to:
a. require the Fund to change its name within 120 days
following termination of this contract,
b. grant the use of the name "Lindner" as part of its name
to any other investment company.
13. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
14. Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of Missouri, provided however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
15. Counterparts. This Agreement may be executed in one or mroe
counterparts, each of which shall be deemed to be an original.
<PAGE>
16. Definitions. The terms "vote of a majority of the outstanding
voting securities", "assigned" and "interested persons", when used herein,
shall have the respective meanings specified in the 1940 Act as now in
effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of the
date first above written.
LINDNER INVESTMENTS,
a Massachusetts business trust
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
RYBACK MANAGEMENT CORPORATION,
a Michigan corporation
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
ADVISORY AND SERVICE CONTRACT
(Lindner International Fund)
THIS ADVISORY AND SERVICE CONTRACT is entered into as of December 29,
1994, by and between LINDNER INVESTMENTS, a Massachusetts business trust
(the 'Trust'), and RYBACK MANAGEMENT CORPORATION, a Michigan corporation the
"Adviser."
WHEREAS, the Trust is registered and operates as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the shares of beneficial interest of the Trust may be divided
into separate series, and the Board of Trustees of the Trust has created a
series of shares denominated as 'Lindner International Fund (the 'Fund");
and
WHEREAS, the Trust and the Adviser have previously entered into an
Advisory and Service Contract which reserves to them the right to negotiate
and execute a separate advisory and service contract with respect to a
particular series of shares of the Trust; and
WHEREAS, the Trust and the Adviser desire to enter into such a
separate agreement with respect to the Fund; and
WHEREAS, the Trust desires to avail itself of the services,
information, advice, assistance and facilities of the Adviser and to have
the Adviser perform for it various investment advisory and research services
and other management services in connection with the Fund; and
WHEREAS, the Adviser has been organized to operate as an investment
adviser and is registered under the Investment Advisers Act of 1940, as
amended, and desires to provide such investment advisory services to the
Trust;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Adviser. The Trust hereby engages the Adviser
to manage the investment and reinvestment of the assets of Lindner
International Fund for the period and on the terms hereinafter set forth.
The Adviser hereby accepts such engagement and agrees during such period to
render services and to assume obligations herein set forth for the
compensation herein provided. The Adviser shall, for all purposes herein,
be deemed to be an independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise), have no authority to
act for or represent the Trust in any way or otherwise be deemed an agent
of the Trust.
<PAGE>
2. Duties of Adviser. In providing the services set forth herein,
the Adviser undertakes to afford to the Fund the advice and assistance of
the Adviser's organization in the choice of investments and to furnish for
the use of the Fund office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund and
maintaining its organization, and to pay all promotional expenses, salaries
and fees of all officers and directors who are interested persons of the
Fund and for all clerical services relating to research, statistical and
investment work. The investment policies and all other actions of the Fund
are and shall at all times be subject to the control and direction of its
Board of Trustees. The Adviser may, at its expense, employ one or more
subadvisers. References herein to the Adviser shall include any subadviser
employed by the Adviser. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of securities of the
Fund. In making such selections, the Adviser is authorized to consider such
factors as it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
ability of the broker or dealer, and the reasonableness of the commissions
both for the specific transaction and on a continuing basis. The commission
paid to such broker or dealer may be higher than that which might be charged
by another broker or dealer for effecting the same transaction if a good
faith determination is made by the Adviser that such commissions are
reasonable in relation to the value of the brokerage and research services
provided, viewed in terms of either that particular transaction or the
overall responsibilities of the Adviser as to the accounts as to which it
exercises investment discretion. In making such determination, the Adviser
need not place or attempt to place a specific dollar value on such services
or on the portion of the commission reflecting such services.
3. Permissible Interests. Subject to and in accordance with the
Declaration of Trust of the Trust and the Articles of Incorporation of the
Adviser, trustees, officers, and shareholders of the Fund are, or may be or
become interested in the Adviser as directors, officers or otherwise and
directors, officers and shareholders or otherwise of the Adviser are or may
be or become interested in the Fund as trustees, officers, shareholders or
otherwise, and the Adviser may be or become interested in the Fund as
shareholder or otherwise; and the effect of any such interrelationships
shall be governed by said Declaration of Trust or Articles of Incorporation,
as the case may be, and the 1940 Act.
4. Compensation of the Adviser. For the services and facilities
to be furnished during any fiscal month by the Adviser hereunder, the Fund
shall pay the Adviser as an advisory and service fee as soon as practicable
after the last day of each month beginning with the month ending January 31,
1995, an amount equal to 1/12th of 1% of the average daily net assets of the
Trust during the applicable month.
The Adviser shall reimburse the Fund for any excess of annual
operating and management expenses, exclusive of taxes and interest but
including the Adviser's compensation, in excess of the most stringent
limitation imposed by a state regulatory agency from among those states in
which the Fund has registered its shares for sale.
<PAGE>
5. Compensation Upon Termination. In case of termination of the
Agreement during any month, the fee for the month shall be reduced
proportionately on the basis of the number of calendar days during which it
is in effect and the fee computed upon the average daily net asset value on
the business days during which it is so in effect.
It is understood that the Fund will pay all its expenses other than
those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Trust shall include, without limitation, interest
charges, taxes, fees of trustees who are not interested persons of the Fund,
other fees and commission of every kind, expenses of issue, sale,
repurchase, or redemption of shares, expenses of registering or qualifying
shares for sale, charges of custodians (including sums as custodian and for
keeping books and similar services to the Fund), transfer agents (including
the printing and mailing of reports and notices to shareholders),
registrars, auditing and legal services, and other expenses not expressly
assumed by the Adviser under paragraph 2 hereof.
6. Status of Adviser. The services of the Adviser to the Fund are
not to be deemed to be exclusive, the Adviser being free to render services
to others and engage in other activities.
7. Limitation of Liability of Adviser.
(a) In the absence of (i) willful misfeasance, bad faith, gross
negligence, (ii) reckless disregard of obligations and duties hereunder on
the part of the Adviser, or (iii) a loss resulting from a breach of a
fiduciary duty with respect to the receipt of compensation for services (in
which case any award for damages shall be limited to period and amount set
forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject
to liability whatsoever to the Fund or to any shareholder of the Fund for
any error or judgment, mistake of law or any other act or omission in the
course of, or connected with, rendering services hereunder including without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Fund.
(b) It is agreed that the Adviser shall have no responsibility or
liability for the accuracy or completeness of the Trust's Registration
Statements under the 1940 Act or the Securities Act of 1933, except for
information supplied by the Adviser for inclusion therein.
8. Limitation of Fund's Liability. The Adviser acknowledges that
it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Declaration of Trust. The Adviser agrees that
the Fund's obligations hereunder in any case shall be limited to the Fund
and its assets and that the Adviser shall not seek satisfaction of any
obligation from the shareholders of a Series nor from any Trustee, officer,
employee or agent of the Fund.
9. Purchase of Securities. The Adviser agrees that neither it nor
any of its officers or directors will take a long or short position in the
securities issued by the Fund except that it or they may purchase from the
Fund, or from a principal underwriter of the Fund, shares issued by the Fund
at the offering price in effect at the moment of such purchase.
<PAGE>
10. Force Majeure. The Adviser shall not be liable for delays or
errors occurring by reason of circumstances beyond its control including,
but not limited to, acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns beyond its control, the Adviser shall take
reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
11. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for
a period of two years from the date hereof, and indefinitely thereafter,
with respect to the Fund, if its continuance after such two-year period
shall be specifically approved at least annually by vote of the holders of
a majority of the outstanding voting securities of the Fund or by the vote
of a majority of the Trust's Trustees; and further provided that such
continuance is also approved annually by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of the
Adviser, cast in person at a meeting called for the purpose of voting on
such approval. Except for the first two-year period, if such approval is
not obtained, this Agreement shall terminate on the date which is 15 months
from the date of the last such approval. Either party hereto may, at any
time on 60 days' prior written notice to the other, terminate this
Agreement, without the payment of any penalty, by action of its Board of
Trustees or Board of Directors, as the case may be, or by the vote of a
majority of its outstanding voting securities. This agreement shall
terminate automatically in the event of its assignment. This Agreement may
be amended at any time by the parties hereto, subject to approval by the
Trust's Board of Trustees and, if required by applicable SEC rules and
regulations, a vote of the majority of the outstanding voting securities of
any Series affected by such change.
12. Severability. if any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
13. Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of Missouri, provided however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
15. Definitions. The terms "vote of a majority of the outstanding
voting securities", "assigned" and "interested persons", when used herein,
shall have the respective meanings specified in the 1940 Act as now in
effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of the
date first above written.
LINDNER INTERNATIONAL FUND,
a Series of LINDNER INVESTMENTS,
a Massachusetts business trust
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
RYBACK MANAGEMENT CORPORATION, a Michigan
corporation
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
ADVISORY AND SERVICE CONTRACT
(Lindner Dividend Fund, a Series of Lindner Investments)
THIS ADVISORY AND SERVICE CONTRACT is entered into effective as of
June 28, 1995, by and between LINDNER INVESTMENTS, a Massachusetts business
trust (the "Trust"), on behalf of its Series designated as "Lindner Dividend
Fund" (the "Series"), and RYBACK MANAGEMENT CORPORATION, a Michigan
corporation (the "Adviser").
WHEREAS, the Trust is registered and operates as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust and the Adviser have previously entered into an
Advisory and Service Contract which reserves to them the right to negotiate
and execute a separate advisory and service contract with respect to a
particular series of shares of the Trust; and
WHEREAS, the Trust and the Adviser desire to enter into such a
separate agreement with respect to the Series; and
WHEREAS, the Trust desires to avail itself of the services,
information, advice, assistance and facilities of the Adviser and to have
the Adviser perform for it various investment advisory and research services
and other management services in connection with the Series; and
WHEREAS, the Adviser has been organized to operate as an investment
adviser and is registered under the Investment Advisers Act of 1940, as
amended, and desires to provide such investment advisory services to the
Trust;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Adviser. The Trust hereby engages the Adviser
to manage the investment and reinvestment of the assets of Lindner Dividend
Fund for the period and on the terms hereinafter set forth. The Adviser
hereby accepts such engagement and agrees during such period to render
services and to assume obligations herein set forth for the compensation
herein provided. The Adviser shall, for all purposes herein, be deemed to
be an independent contractor and shall, except as expressly provided or
authorized (whether herein or otherwise), have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
2. Duties of Adviser. In providing the services set forth herein,
the Adviser undertakes to afford to the Series the advice and assistance of
the Adviser's organization in the choice of investments and to furnish for
<PAGE>
the use of the Series office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Series and
maintaining its organization, and to pay all promotional expenses, salaries
and fees of all officers and directors who are interested persons of the
Series and for all clerical services relating to research, statistical and
investment work. The investment policies and all other actions of the
Series are and shall at all times be subject to the control and direction
of its Board of Trustees. The Adviser may, at its expense, employ one or
more sub-advisers. References herein to the Adviser shall include any
sub-adviser employed by the Adviser. The Adviser is authorized to select
the brokers or dealers that will execute the purchases and sales of
securities of the Series. In making such selections, the Adviser is
authorized to consider such factors as it deems relevant, including the
breadth of the market in the security, the price of the security, the
financial condition and execution ability of the broker or dealer, and the
reasonableness of the commissions both for the specific transaction and on
a continuing basis. The commission paid to such broker or dealer may be
higher than that which might be charged by another broker or dealer for
effecting the same transaction if a good faith determination is made by the
Adviser that such commissions are reasonable in relation to the value of the
brokerage and research services provided, viewed in terms of either that
particular transaction or the overall responsibilities of the Adviser as to
the accounts as to which it exercises investment discretion. In making such
determination, the Adviser need not place or attempt to place a specific
dollar value on such services or on the portion of the commission reflecting
such services.
3. Permissible Interests. Subject to and in accordance with the
Declaration of Trust of the Trust and the Articles of Incorporation of the
Adviser, trustees, officers, and shareholders of the Series are, or may be
or become interested in the Adviser as directors, officers or otherwise and
directors, officers and shareholders or otherwise of the Adviser are or may
be or become interested in the Series as trustees, officers, shareholders
or otherwise, and the Adviser may be or become interested in the Series as
shareholder or otherwise; and the effect of any such interrelationships
shall be governed by said Declaration of Trust or Articles of Incorporation,
as the case may be, and the 1940 Act.
4. Compensation of the Adviser. For the services and facilities
to be furnished during any fiscal quarter by the Adviser hereunder, the
Series shall pay the Adviser as an advisory and service fee as soon as
practicable after the last day of such quarter, beginning with the quarter
ending September 30, 1995, an amount equal to the sum of 0.175% of the
average net assets of the Series not in excess of $50,000,000 and 0.150% of
the average net assets of the Series in excess of $50,000,000 but not in
excess of $200,000,000 and 0.125% of the average net assets of the Series
in excess of $200,000,000.
The Series' average net assets shall be the sum of the net assets at
the beginning and end of each month of the quarter, divided by six.
The Adviser shall reimburse the Series for any excess of annual
operating and management expenses, exclusive of taxes and interest but
including the Adviser's compensation, over 1-1/2% of the first
<PAGE>
$30,000,000 of the Series' average net assets plus 1% of average net assets
in excess of $30,000,000 for any fiscal year.
5. Compensation Upon Termination. In case of termination of the
Agreement during any quarter, the fee for the quarter shall be reduced
proportionately on the basis of the number of calendar days during which it
is in effect and the fee computed upon the average daily net asset value for
the business days during which it is so in effect.
It is understood that the Series will pay all its expenses other than
those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Series shall include, without limitation, interest
charges, taxes, fees of trustees who are not interested persons of the
Series, other fees and commission of every kind, expenses of issue, sale,
repurchase, or redemption of shares, expenses of registering or qualifying
shares for sale, charges of custodians (including sums as custodian and for
keeping books and similar services to the Series), transfer agents
(including the printing and mailing of reports and notices to shareholders),
registrars, auditing and legal services, and other expenses not expressly
assumed by the Adviser under paragraph 2 hereof.
6. Status of Adviser. The services of the Adviser to the Series
are not to be deemed to be exclusive, the Adviser being free to render
services to others and engage in other activities.
7. Limitation of Liability of Adviser. In the absence of (i)
willful misfeasance, bad faith, gross negligence, (ii) reckless disregard
of obligations and duties hereunder on the part of the Adviser, or (iii) a
loss resulting from a breach of a fiduciary duty with respect to the receipt
of compensation for services (in which case any award for damages shall be
limited to period and amount set forth in Section 36(b)(3) of the 1940 Act),
the Adviser shall not be subject to liability whatsoever to the Series or
to any shareholder of the Series for any error or judgment, mistake of law
or any other act or omission in the course of, or connected with, rendering
services hereunder including without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Series. It is agreed that the Adviser shall
have no responsibility or liability for the accuracy or completeness of the
Trust's Registration Statements under the 1940 Act or the Securities Act of
1933, except for information supplied by the Adviser for inclusion therein.
8. Limitation of Series' Liability. The Adviser acknowledges that
it has received notice of and accepts the limitations upon the Series's
liability set forth in its Declaration of Trust. The Adviser agrees that
the Series' obligations hereunder in any case shall be limited to the Series
and its assets and that the Adviser shall not seek satisfaction of any
obligation from the shareholders of a Series nor from any Trustee, officer,
employee or agent of the Series.
9. Purchase of Securities. The Adviser agrees that neither it nor
any of its officers or directors will take a long or short position in the
securities issued by the Series except that it or they may purchase from the
Series, or from a principal underwriter of the Series, shares issued by the
Series at the offering price in effect at the moment of such purchase.
<PAGE>
10. Force Majeure. The Adviser shall not be liable for delays
or errors occurring by reason of circumstances beyond its control including,
but not limited to, acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns beyond its control, the Adviser shall take
reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
11. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for
a period of two years from the date hereof, and indefinitely thereafter,
with respect to the Series, if its continuance after such two-year period
shall be specifically approved at least annually by vote of the holders of
a majority of the outstanding voting securities of the Series or by the vote
of a majority of the Trust's Trustees; and further provided that such
continuance is also approved annually by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of the
Adviser, cast in person at a meeting called for the purpose of voting on
such approval. Except for the first two-year period, if such approval is
not obtained, this Agreement shall terminate on the date which is 15 months
from the date of the last such approval. Either party hereto may, at any
time on 60 days' prior written notice to the other, terminate this
Agreement, without the payment of any penalty, by action of its Board of
Trustees or Board of Directors, as the case may be, or by the vote of a
majority of its outstanding voting securities. This agreement shall
terminate automatically in the event of its assignment. This Agreement may
be amended at any time by the parties hereto, subject to approval by the
Trust's Board of Trustees and, if required by applicable SEC rules and
regulations, a vote of the majority of the outstanding voting securities of
any Series affected by such change.
12. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
13. Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of Missouri, provided however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
15. Definitions. The terms "vote of a majority of the outstanding
voting securities", "assigned" and "interested persons", when used herein,
shall have the respective meanings specified in the 1940 Act as now in
effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of the
date first above written.
LINDNER INVESTMENTS,
a Massachusetts business trust,
on behalf of LINDNER DIVIDEND FUND,
a series of such trust
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
RYBACK MANAGEMENT CORPORATION,
a Michigan corporation
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
ADVISORY AND SERVICE CONTRACT
(Lindner Growth Fund, a Series of Lindner Investments)
THIS ADVISORY AND SERVICE CONTRACT is entered into effective as of
June 28, 1995, by and between LINDNER INVESTMENTS, a Massachusetts business
trust (the "Trust"), on behalf of its Series designated as "Lindner Growth
Fund" (the "Series"), and RYBACK MANAGEMENT CORPORATION, a Michigan
corporation (the "Adviser").
WHEREAS, the Trust is registered and operates as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust and the Adviser have previously entered into an
Advisory and Service Contract which reserves to them the right to negotiate
and execute a separate advisory and service contract with respect to a
particular series of shares of the Trust; and
WHEREAS, the Trust and the Adviser desire to enter into such a
separate agreement with respect to the Series; and
WHEREAS, the Trust desires to avail itself of the services,
information, advice, assistance and facilities of the Adviser and to have
the Adviser perform for it various investment advisory and research services
and other management services in connection with the Series; and
WHEREAS, the Adviser has been organized to operate as an investment
adviser and is registered under the Investment Advisers Act of 1940, as
amended, and desires to provide such investment advisory services to the
Trust;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Adviser. The Trust hereby engages the Adviser
to manage the investment and reinvestment of the assets of Lindner Growth
Fund for the period and on the terms hereinafter set forth. The Adviser
hereby accepts such engagement and agrees during such period to render
services and to assume obligations herein set forth for the compensation
herein provided. The Adviser shall, for all purposes herein, be deemed to
be an independent contractor and shall, except as expressly provided or
authorized (whether herein or otherwise), have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
2. Duties of Adviser. In providing the services set forth herein,
the Adviser undertakes to afford to the Series the advice and assistance of
the Adviser's organization in the choice of investments and
<PAGE>
to furnish for the use of the Series office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Series and maintaining its organization, and to pay all promotional
expenses, salaries and fees of all officers and directors who are interested
persons of the Series and for all clerical services relating to research,
statistical and investment work. The investment policies and all other
actions of the Series are and shall at all times be subject to the control
and direction of its Board of Trustees. The Adviser may, at its expense,
employ one or more sub-advisers. References herein to the Adviser shall
include any sub-adviser employed by the Adviser. The Adviser is authorized
to select the brokers or dealers that will execute the purchases and sales
of securities of the Series. In making such selections, the Adviser is
authorized to consider such factors as it deems relevant, including the
breadth of the market in the security, the price of the security, the
financial condition and execution ability of the broker or dealer, and the
reasonableness of the commissions both for the specific transaction and on
a continuing basis. The commission paid to such broker or dealer may be
higher than that which might be charged by another broker or dealer for
effecting the same transaction if a good faith determination is made by the
Adviser that such commissions are reasonable in relation to the value of the
brokerage and research services provided, viewed in terms of either that
particular transaction or the overall responsibilities of the Adviser as to
the accounts as to which it exercises investment discretion. In making such
determination, the Adviser need not place or attempt to place a specific
dollar value on such services or on the portion of the commission reflecting
such services.
3. Permissible Interests. Subject to and in accordance with the
Declaration of Trust of the Trust and the Articles of Incorporation of the
Adviser, trustees, officers, and shareholders of the Series are, or may be
or become interested in the Adviser as directors, officers or otherwise and
directors, officers and shareholders or otherwise of the Adviser are or may
be or become interested in the Series as trustees, officers, shareholders
or otherwise, and the Adviser may be or become interested in the Series as
shareholder or otherwise; and the effect of any such interrelationships
shall be governed by said Declaration of Trust or Articles of Incorporation,
as the case may be, and the 1940 Act.
4. Compensation of the Adviser. For the services and facilities
to be furnished by the Adviser hereunder, the Series shall pay the Adviser
an annual fee computed on the basis of the Series' average net assets and
the Series' investment performance compared to the investment record of
Standard & Poor's 500 Stock Composite Index.
(a) The Series' investment performance for any fiscal year shall
mean the sum of:
(1) The change in its net asset value per share during such
fiscal year; and
(2) The value of its cash and optional distributions per
share accumulated to the end of such fiscal year, expressed as a
percentage of its net assets value per share at the beginning of such
fiscal year. For this purpose, distributions by the Series of
<PAGE>
realized capital gains and of dividends paid from investment income
shall be treated as reinvested at the net asset value per share in
effect at the close of business on the ex-date for the payment of
such distributions or dividends.
(b) The investment record of the Standard & Poor's 5000 Stock
Composite Index for any fiscal year shall mean the sum of:
(1) The change in the level of the index during such fiscal
year; and
(2) The value, computed consistently with the index, of cash
distributions made by companies whose securities comprise the index
accumulated at the end of such fiscal year, expressed as a percentage
of the index level at the beginning of such fiscal year. For this
purpose, cash distributions on the securities which comprise the
index shall be treated as reinvested in the index at the end of each
calendar quarter following the payment of the dividend.
(c) The Series' average net assets shall be the sum of the net
assets, exclusive of any accrued performance bonus or penalty, at the
beginning and end of each month of the fiscal year, divided by twenty-four.
Compensation for each fiscal year shall be the following percentage
of average net assets:
Basic Fee:
On the first $50 million of average net assets ... 0.7%
On the excess over $50 million to $400 million
average net assets .............................. 0.6%
On the excess over $400 million average net
assets .......................................... 0.5%
Plus or minus the following percentages of average net assets:
If the Series' investment performance for any fiscal year exceeds the
investment record of the Standard & Poor's 500 Stock Composite Index
by:
6 to 12 percentage points .............. plus 0.1%
more than 12 percentage points ......... plus 0.2%
If the Series' investment performance for any fiscal year falls below
the investment record of the Standard & Poor's 500 Stock Composite
Index by:
6 to 12 percentage points ............. minus 0.1%
more than 12 percentage points ........ minus 0.2%
As soon as practicable after the last day of each fiscal quarter, the
Series shall pay as an installment toward the annual fee, the lesser of:
<PAGE>
0.1% of average net assets for the quarter, or the amount by
which 0.375% of the first $30 million of average net assets for
the quarter plus 0.25% of average net assets for the quarter in
excess of $30 million exceed the Series' operating and
management expenses, exclusive of taxes, interest and the
adviser's compensation.
The excess of the annual fee over the quarterly installments or over
any payments of the advisory fee for any quarter of the current fiscal year
made heretofore shall be paid within 30 days after receipt of the
accountant's report covering the Series' operations for the fiscal year.
The Adviser shall reimburse the Series for any excess of annual
operating and management expenses, exclusive of taxes and interest but
including the Adviser's compensation, over 1-1/2% of the first $30,000,000
of the Series' average net assets plus 1% of average net assets in excess
of $30,000,000 for any fiscal year.
5. Compensation Upon Termination. In case of termination of this
Agreement during any quarter, the fee for the quarter shall be reduced
proportionately on the basis of the number of calendar days during which it
is in effect and the fee computed upon the average asset value for the
business days during which it is so in effect.
It is understood that the Series will pay all its expenses other than
those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Series shall include, without limitation, interest
charges, taxes, fees of trustees who are not interested persons of the
Series, other fees and commission of every kind, expenses of issue, sale,
repurchase, or redemption of shares, expenses of registering or qualifying
shares for sale, charges of custodians (including sums as custodian and for
keeping books and similar services to the Series), transfer agents
(including the printing and mailing of reports and notices to shareholders),
registrars, auditing and legal services, and other expenses not expressly
assumed by the Adviser under paragraph 2 hereof.
6. Status of Adviser. The services of the Adviser to the Series
are not to be deemed to be exclusive, the Adviser being free to render
services to others and engage in other activities.
7. Limitation of Liability of Adviser. In the absence of (i)
willful misfeasance, bad faith, gross negligence, (ii) reckless disregard
of obligations and duties hereunder on the part of the Adviser, or (iii) a
loss resulting from a breach of a fiduciary duty with respect to the receipt
of compensation for services (in which case any award for damages shall be
limited to period and amount set forth in Section 36(b)(3) of the 1940 Act),
the Adviser shall not be subject to liability whatsoever to the Series or
to any shareholder of the Series for any error or judgment, mistake of law
or any other act or omission in the course of, or connected with, rendering
services hereunder including without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Series. It is agreed that the Adviser shall
have no responsibility or
<PAGE>
liability for the accuracy or completeness of the Trust's Registration
Statements under the 1940 Act or the Securities Act of 1933, except for
information supplied by the Adviser for inclusion therein.
8. Limitation of Series' Liability. The Adviser acknowledges that
it has received notice of and accepts the limitations upon the Series's
liability set forth in its Declaration of Trust. The Adviser agrees that
the Series' obligations hereunder in any case shall be limited to the Series
and its assets and that the Adviser shall not seek satisfaction of any
obligation from the shareholders of a Series nor from any Trustee, officer,
employee or agent of the Series.
9. Purchase of Securities. The Adviser agrees that neither it nor
any of its officers or directors will take a long or short position in the
securities issued by the Series except that it or they may purchase from the
Series, or from a principal underwriter of the Series, shares issued by the
Series at the offering price in effect at the moment of such purchase.
10. Force Majeure. The Adviser shall not be liable for delays or
errors occurring by reason of circumstances beyond its control including,
but not limited to, acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns beyond its control, the Adviser shall take
reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
11. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for
a period of two years from the date hereof, and indefinitely thereafter,
with respect to the Series, if its continuance after such two-year period
shall be specifically approved at least annually by vote of the holders of
a majority of the outstanding voting securities of the Series or by the vote
of a majority of the Trust's Trustees; and further provided that such
continuance is also approved annually by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of the
Adviser, cast in person at a meeting called for the purpose of voting on
such approval. Except for the first two-year period, if such approval is
not obtained, this Agreement shall terminate on the date which is 15 months
from the date of the last such approval. Either party hereto may, at any
time on 60 days' prior written notice to the other, terminate this
Agreement, without the payment of any penalty, by action of its Board of
Trustees or Board of Directors, as the case may be, or by the vote of a
majority of its outstanding voting securities. This agreement shall
terminate automatically in the event of its assignment. This Agreement may
be amended at any time by the parties hereto, subject to approval by the
Trust's Board of Trustees and, if required by applicable SEC rules and
regulations, a vote of the majority of the outstanding voting securities of
any Series affected by such change.
12. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
<PAGE>
13. Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of Missouri, provided however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
15. Definitions. The terms "vote of a majority of the outstanding
voting securities", "assigned" and "interested persons", when used herein,
shall have the respective meanings specified in the 1940 Act as now in
effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of the
date first above written.
LINDNER INVESTMENTS,
a Massachusetts business trust,
on behalf of LINDNER GROWTH FUND,
a series of such trust
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
RYBACK MANAGEMENT CORPORATION, a Michigan
corporation
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
CUSTODY AGREEMENT
Agreement made as of the 7th day of December, 1994, between Lindner
Investments, (the "Trust"), a Massachusetts business trust and having its
office at 7711 Carondelet Avenue, Suite 700, St. Louis, Missouri 63105,
which is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and Star Bank,
N.A. (the "Custodian"), a national banking association having its principal
office and place of business at Star Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202, which Agreement provides for the furnishing of
custodian services to the Trust. The Trust has created several series of
shares and may create additional series, all of which will be governed by
this agreement.
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth
the Trust, on behalf of the Trust, and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "Authorized Person" shall mean the President, Treasurer, Senior
Vice President, and Vice President, or any other person, whether or not any
such person is an officer or employee of the Trust, duly authorized by the
Board of Trustees of the Trust to give Oral Instructions and Written
Instructions on behalf of the Trust and listed in the Certificate annexed
hereto as Appendix A or such other Certificate as may be received by the
Custodian from time to time, subject in each case to any limitations on the
authority of such person as set forth in Appendix A or any such Certificate.
2. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its
successor or successors and its nominee or nominees, provided the Custodian
has received a certified copy of a resolution of Board of Trustees of the
Trust specifically approving deposits in the Book-Entry System.
3. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given
to the Custodian which is signed on behalf of the Trust by an officer of the
Trust and is actually received by the Custodian.
<PAGE>
4. "Depository" shall mean The Depository Trust Company ("DTC"),
a clearing agency registered with the Securities and Exchange Commission,
its successor or successors and its nominee or nominees. The term
"Depository" shall further mean and include any other person or clearing
agency authorized to act as a depository under the 1940 Act, its successor
or successors and its nominee or nominees, provided that the Custodian has
received a certified copy of a resolution of the Board of Trustees of the
Trust specifically approving such other person or clearing agency as a
depository.
5. "Dividend and Transfer Agent" shall mean Ryback Management
Corporation, a Michigan corporation which has been appointed by the Trust
to serve as the Trust's dividend disbursing agent and transfer agent,
pursuant to a written agreement with the Trust, or any successor appointed
to serve in either or both such capacities, which successor the Trust shall
immediately report to the Custodian in writing.
6. "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to principal and/or
interest by the government of the United States or agencies or
instrumentalities thereof, commercial paper, obligations (including
certificates of deposit, bankers' acceptances, repurchase and reverse
repurchase agreements with respect to the same) and time deposits of
domestic banks and thrift institutions whose deposits are insured by the
Federal Deposit Insurance Corporation, and short-term corporate obligations
where the purchase and sale of such securities normally require settlement
in federal funds or their equivalent on the same day as such purchase or
sale, all of which mature in not more than thirteen (13) months.
7. "Officers" shall be deemed to include the President, the
Treasurer, Senior Vice President and the Vice President listed in the
Certificate annexed hereto as Appendix A or such other Certificate as may
be received by the Custodian from time to time.
8. "Oral Instructions" shall mean oral instructions actually
received by the Custodian from an Authorized Person (or from a person which
the Custodian reasonably believes in good faith to be an Authorized Person)
and confirmed by Written Instructions from Authorized Persons in such manner
so that such Written Instructions are received by the Custodian on the next
business day.
9. "Prospectus" shall mean the Trust's then currently effective
prospectus and statement of additional information, as filed with and
declared effective from time to time by the Securities and Exchange
Commission.
10. "Security or Securities" shall mean Money Market Securities,
common or preferred stocks, options, financial futures and options thereon,
bonds, debentures, corporate debt securities, notes, mortgages or other
obligations, and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interest therein, or any
property or assets. which are issued and sold primarily in the United
States.
<PAGE>
11. "Written Instructions" shall mean communication actually
received by the Custodian from one Authorized Person or from one person
which the Custodian reasonably believes in good faith to be an Authorized
Person in writing or by telex or any other such system whereby the receiver
of such communication is able to verify by codes or otherwise with a
reasonable degree of certainty the authenticity of the senders of such
communication.
12. "Foreign Securities" include securities issued and sold
primarily outside of the United States by a foreign government, a national
of any foreign country or a corporation or other organization incorporated
or organized under the laws of any foreign country and securities issued or
guaranteed by the Government of the United States or by any state or any
political subdivision thereof or by any agency thereof by any entity
organized under the laws of the United States or of any state thereof which
have been issued and sold primarily outside the United States.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Trust hereby constitutes and appoints the Custodian as
custodian of all the Securities and monies at any time owned by the Trust
during the period of this Agreement (the "Trust Assets"). Pursuant to
Article IX, Paragraph 6, the Trust may also hereafter constitute and appoint
the Custodian as custodian for the Foreign Securities of the Trust.
2. The Custodian hereby accepts appointment as such Custodian and
agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
DOCUMENTS TO BE FURNISHED BY THE TRUST
The Trust hereby agrees to furnish to the Custodian the following
documents:
1. A copy of its Declaration of Trust certified by its Secretary.
2. A copy of its By-laws certified by its Secretary.
3. A copy of the resolution of its Board of Trustees appointing the
Custodian, certified by its Secretary.
4. A copy of the most recent Prospectus of the Trust.
5. A Certificate of the President and Secretary setting forth the
names and signatures of the present officers of the Trust.
<PAGE>
ARTICLE IV
CUSTODY OF CASH AND SECURITIES
1. The Trust will deliver or cause to be delivered to the Custodian
all Trust Assets, including cash received for the issuance of its shares,
at any time during the period of this Agreement. The Custodian will not be
responsible for such Trust Assets until actually received by it or any duly
appointed subcustodian. Upon such receipt, the Custodian shall hold in
safekeeping and. physically segregate at all times from the property of any
other persons, firms or corporations all Trust Assets received by it from
or for the account of the Trust. The Custodian will be entitled to reverse
any credits made on the Trust's behalf where such credits have been
previously made and monies are not finally collected within 90 days of the
making of such credits. The Custodian is hereby authorized by the Trust to
actually deposit on behalf of the Trust, any Trust Securities in the
Book-Entry System or in a Depository, provided, however, that the Custodian
shall always be accountable to the Trust for the Trust Securities so
deposited. Trust Securities deposited in the Book-Entry System or the
Depository will be represented in accounts which include only assets held
by the Custodian for customers, including (but not limited to) accounts in
which the Custodian acts in a fiduciary or representative capacity.
2. The Custodian shall open and maintain a separate bank account
or accounts. in the United States in the name of the Trust, subject only to
draft or order by the Custodian acting pursuant to the terms of this
agreement, and shall hold all cash received by it from or for the account
of the Trust, other than cash maintained by the Trust in a bank account
established and used by the Trust in accordance with Rule 17f-3 under the
1940 Act. Monies held by the Custodian for the Trust may be deposited by
the Custodian to its credit as custodian in the banking department of the
Custodian or in such other banks, thrift institutions or trust companies as
the Custodian may, in its discretion, deem necessary or desireable;
provided, however, that each such account with another bank, thrift
institution, or trust company and the monies deposited with any of them
shall, on behalf of the Trust, be approved by the Board of Directors of the
Trust. Such monies shall be deposited by the Custodian in its capacity as
such, and shall be withdrawable by the Custodian only in such capacity.
3. The Custodian shall disburse monies of the Trust from the bank
accounts maintained pursuant to Paragraph 2 in the following cases only:
(a) In payment for Securities purchased for the account of the
Trust, as provided in Article V;
(b) In payment of dividends or distributions, as provided in Article
VI hereof;
(c) In payment of original issue or other taxes, as provided in
Article VII hereof;
(d) In payment for shares of the Trust redeemed by it, as provided
in Article VII hereof;
<PAGE>
(e) Pursuant to Certificates (i) directing payment and setting forth
the name and address of the person to whom the payment is to be made, the
amount of such payment and the purpose for which payment is to be made (the
Custodian not being required to question such direction) or
(f) In reimbursement of the expenses and liabilities of the
Custodian, as provided in paragraph 9 of Article IX hereof.
4. Promptly after five o'clock, p.m., Central Time on each day the
Trust conducts business and values its portfolio, the Custodian shall
furnish the Trust with a detailed statement of monies held for the Trust
under this Agreement and with confirmations and a summary of all transfers
to or from the account of the Trust during said day. Where Securities are
transferred to the account of the Trust without physical delivery, the
Custodian shall also identify in its records as belonging to the Trust a
quantity of Securities in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the Custodian's account
on the books of the Book-Entry System or Depository. At least monthly and
from time to time, the Custodian shall furnish the Trust with a detailed
statement of the Securities held for the Trust under this Agreement.
5. All Securities held for the Trust, which are issued or issuable
only in bearer form, except such Securities as are held in the Book-Entry
System, shall be held by the Custodian in that form; all other Securities
held for the Trust may be registered in the name of the Trust, in the name
of any duly appointed registered nominee of the Custodian, as the Custodian
may from time to time determine, or in the name of the Book-Entry System or
Depository or their successor or successors, or their nominee or nominees.
The Trust agrees to furnish to the Custodian appropriate instruments to
enable the Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of the
Book-Entry System or Depository, any Securities which it may hold for the
account of the Trust and which may from time to time be registered in the
name of the Trust. The Custodian shall hold all such Securities which are
not held in the Book-Entry System by a Depository or a Subcustodian in a
separate account or accounts in the name of the Trust segregated at all
times from those of any other Trust maintained and operated by the Trust and
from those of any other person or persons.
6. Unless otherwise instructed to the contrary by a Certificate,
the Custodian shall with respect to all Securities held for the Trust in
accordance with this Agreement on a timely basis:
(a) Collect all income due or payable to the Trust with respect to
the Trust Assets;
(b) Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, or retired, or otherwise
become payable;
(c) Surrender Securities issued in temporary form for definitive
Securities;
<PAGE>
(d) Execute, as Custodian, any necessary declarations or
certificates of ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority, including any foreign taxing
authority, now or hereafter in effect; and
(e) Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the account of
the Trust all rights and similar securities issued with respect to any
Securities held by the Custodian hereunder.
7. Upon receipt of a Certificate and not otherwise, the Custodian
directly or through the use of the Book-Entry System or the Depository
shall:
(a) Execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of the Trust as owner of any Securities may be
exercised;
(b) Deliver any Securities held for the Trust in exchange for other
Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of
any corporation, or the exercise of any conversion privilege;
(c) Deliver any Securities held for the account of the Trust to any
protective committee, reorganization committee or other person in connection
with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of deposit, interim
receipts or other instruments or documents as may be issued to it to
evidence such delivery; and
(d) Make such transfers or exchanges of the assets of the Trust and
take such other steps as shall be stated in said Certificate to be for the
purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Trust.
(e) Deliver any securities held for the Trust to the depository
agent in connection with tender other similar offers for portfolio
securities of the Trust.
8. The Custodian shall promptly deliver to the Trust all notices,
proxy material and executed but unvoted proxies pertaining to shareholder
meetings of Securities held by the Trust. The Custodian shall not vote or
authorize the voting of any Securities or give any consent, waiver or
approval with respect thereto unless so directed by a Certificate or Written
Instruction.
9. The Custodian shall promptly deliver to the Trust all material
received by the Custodian and pertaining to Securities held by the Trust
with respect to tender or exchange offers, calls for redemption or purchase,
expiration of rights, name changes, stock splits and stock dividends, or any
other activity involving ownership rights in such Securities.
<PAGE>
ARTICLE V
PURCHASE AND SALE OF INVESTMENTS OF THE TRUST
1. Promptly after each purchase of Securities by the Trust, the
Trust shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certificate or Written
Instructions, and (ii) with respect to each purchase of Money Market
Securities, Written Instructions, a Certificate or Oral Instructions,
specifying with respect to each such purchase: (a) the name of the issuer
and the title of the Securities, (b) the principal amount purchased and
accrued interest, if any, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon such purchase and
(f) the name of the person from whom or the broker through whom the purchase
was made. The Custodian shall upon receipt of Securities purchased by or
for the Trust, pay out of the monies held for the account of the Trust the
total amount payable to the person from whom or the broker through whom the
purchase was made, provided that the same conforms to the total amount
payable as set forth in such Certificate, Written Instructions or Oral
Instructions.
2. Promptly after each sale of Securities by the Trust for the
account of the Trust, the Trust shall deliver to the Custodian (i) with
respect to each sale of Securities which are not Money Market Securities,
a Certificate or Written Instructions, and (ii) with respect to each sale
of Money Market Securities, Written Instructions, a Certificate or Oral
Instructions, specifying with respect to each such sale: (a) the name of the
issuer and the title of the Security, (b) the principal amount sold, and
accrued interest, if any, (c) the date of sale, (d) the sale price per unit,
(e) the total amount payable to the Trust upon such sale and (f) the name
of the broker through whom or the person to whom the sale was made. The
Custodian shall deliver the Securities upon receipt of the total amount
payable to the Trust upon such, provided that the same conforms to the total
amount payable as set forth in such Certificate, Written Instructions or
Oral Instructions. Subject to the foregoing, the Custodian may accept
payment in such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the customs prevailing
among dealers in Securities.
3. The Custodian shall upon receipt of Written instructions
establish and maintain a segregated account or accounts for and on behalf
of the Trust, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account in a Depository
or Book-Entry System,
(i) in accordance with the provisions of any Agreement among the
Trust, the Custodian and a broker-dealer registered under the Exchange Act
and a member of the NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to compliance with the rules of
The Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Trust,
or
<PAGE>
(ii) for purposes of segregating cash or government securities
in connection with options purchased, sold or written by the Trust or
commodity futures contracts or options thereon purchased or sold by the
Trust, or
(iii) for the purposes of compliance by the Trust with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases or rule of the Securities and Exchange
Commission relating to the maintenance of segregated accounts by registered
investment companies, or
(iv) for other proper corporate purposes, but only, in the case
of clause (iv), upon receipt of, in addition to Written Instructions, a
certified copy of a resolution of the Board of Trustees of the Trust signed
by an Authorized Person and certified by the Secretary or an Assistant
Secretary, setting forth the purposes of such segregated account and
declaring such purposes to be proper corporate purposes.
4. On contractual settlement date, the account of the Trust will
be charged for all purchases settling on that day, regardless of whether or
not delivery is made. On contractual settlement date, sale proceeds will
likewise be credited to the account of the Trust irrespective of delivery.
In the case of "sale fails", the Custodian may request the assistance
of the Trust in making delivery of the failed Security.
5. Except as specifically stated otherwise in this Agreement in any
and every case where payment for purchase of Securities for the account of
the Trust is made by the Custodian in advance of receipt of the Securities
purchased in the absence of Written Instructions to so pay in advance, the
Custodian shall be absolutely liable to the Trust for such securities to the
same extent as if the securities had been received by the Custodian.
ARTICLE VI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Trust shall furnish to the Custodian a copy of the
resolution of its Board of Trustees, certified by the Secretary, either (i)
setting forth the date of the declaration of any dividend or distribution
in respect of shares of the Trust, the date of payment thereof, the record
date as of which Trust shareholders entitled to payment shall be determined,
the amount payable per share to Trust shareholders of record as of that date
and the total amount to be paid by the Dividend and Transfer Agent of the
Trust on the payment date, or (ii) authorizing the declaration of dividends
and distributions in respect of shares of the Trust on a daily basis and
authorizing the Custodian to rely on Written Instructions or a Certificate
setting forth the date of the declaration of any such dividend or
distribution, the date of payment thereof, the record date as of which Trust
shareholders entitled to payment shall be determined, the amount payable per
share to Trust shareholders of record as of that date and the total amount
to be paid by the Dividend and Transfer Agent on the payment date.
<PAGE>
2. Upon the payment date specified in such resolution, Written
Instructions or Certificate, as the case may be, the Custodian shall arrange
for such payments to be made by the Dividend and Transfer Agent out of
monies held for the account of the Trust.
ARTICLE VII
SALE AND REDEMPTION OF SHARES OF THE TRUST
1. The Custodian shall receive and credit to the account of the
Trust such payments for shares of the Trust issued or sold from time to time
as are received from the distributor for the Trust's shares, from the
Dividend and Transfer Agent of the Trust, or from the Trust.
2. Upon receipt of Written Instructions, the Custodian shall
arrange for payment of redemption proceeds to be made by the Dividend and
Transfer Agent out of the monies held for the account of the Trust in the
total amount specified in the Written Instructions.
3. Upon mutual agreement between the Trust and the Custodian, the
Custodian shall, upon receipt of Written Instructions, make federal funds
available to the Trust as of specified times agreed upon from time to time
by the Trust and the Custodian in the amount of checks received in payment
for Shares of the Trust which are deposited into the Trust's account.
ARTICLE VIII
INDEBTEDNESS
In connection with any borrowings, the Trust will cause to be
delivered to the Custodian by a bank or broker (including the Custodian, if
the borrowing is from the Custodian), requiring Securities as collateral for
such borrowings, a notice or undertaking in the form currently employed by
any such bank or broker setting forth the amount which such bank or broker
will loan to the Trust against delivery of a stated amount of collateral.
The Trust shall promptly deliver to the Custodian a Certificate specifying
with respect to each such borrowing: (a) the name of the bank or broker, (b)
the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by the
Trust, acting on behalf of the Trust, or other loan agreement, (c) the date
and time, if known, on which the loan is to be entered into, (d) the date
on which the loan becomes due and payable, (e) the total amount payable to
the Trust on the borrowing date, and (f) the market value of Securities
collateralizing the loan, including the name of the issuer, the title and
the number of shares or the principal amount of any particular Securities.
The Custodian shall deliver on the borrowing date specified in such
Certificate the specified collateral and the executed promissory note, if
any, against delivery by the lending bank or broker of the total amount of
the loan payable, provided that the same conforms to the total amount
payable as set forth in such Certificate. The Custodian may, at the option
of the lending bank or broker, keep such collateral in its possession, but
such collateral shall be subject to all rights therein given to the lending
<PAGE>
bank or broker by virtue of any promissory note, loan agreement or pledge
agreement. The Custodian shall deliver in the manner directed by the Trust
from time to time such Securities as additional collateral as may be
specified in a Certificate to collateralize further any transaction
described in this Article VIII. The Trust shall cause all Securities
released from collateral status to be returned directly to the Custodian and
the Custodian shall receive from time to time such return of collateral as
may be tendered to it. In the event that the Trust fails to specify in a
Certificate or Written Instructions the name of the issuer, the title and
number of shares or the principal amount of any particular Securities to be
delivered as collateral by the Custodian, the Custodian shall not be under
any obligation to deliver any Securities. The Custodian may require such
reasonable conditions with respect to such collateral and its dealings with
third-party lenders as it may deem appropriate.
ARTICLE IX
CONCERNING THE CUSTODIAN
1. Except as otherwise provided herein, the Custodian shall not be
liable for any loss, damage, including counsel fees, resulting from its
action or omission to act or otherwise, except for any such loss or damage
arising out of its own negligence, willful misconduct, or breach of this
agreement. The Trust, but only from Trust Assets or insurance purchased by
the Trust with respect to its liabilities hereunder, shall defend indemnify
and hold harmless the Custodian and its directors, officers, employees and
agents with respect to any loss, claim, liability or cost (including
reasonable attorneys' fees) arising or alleged to arise from or relating to
the Trust's duties hereunder or any other action or inaction of the Trust
or its Directors, officers, employees or agents, except such as may arise
from the negligent action, omission, willful misconduct or breach of this
agreement by the Custodian, its directors, officers, employees or agents.
The Custodian shall defend, indemnify and hold harmless the Trust and its
Directors, officers, employees or agents with respect to any loss, claim,
liability or cost (including reasonable attorneys' fees) arising or alleged
to arise from or relating to the Custodian's duties with respect to the
Trust hereunder or any other action or inaction of the Custodian or its
directors, officers, employees, agents, nominees or Subcustodians as to the
Trust, except such as may arise from the negligent action, omission or
willful misconduct of the Trust, its Directors, officers, employees or
agents. The Custodian may, with respect to questions of law, apply for and
obtain the advice and opinion of counsel to the Trust at the expense of the
Trust, or of the Custodian's own counsel at its own expense, and shall be
fully protected with respect to anything done or omitted by it in good faith
in conformity with the advice or opinion of counsel to the Trust, and shall
be similarly protected with respect to anything done or omitted by it in
good faith in conformity with advice or opinion of the Custodian's own
counsel, unless counsel to the Trust shall, within a reasonable time after
being notified of legal advice received by the Custodian, have a differing
interpretation of such question of law. The Custodian shall be liable to
the Trust for any proximate loss or damage resulting from the use of the
Book-Entry System or any Depository arising by reason of any negligence,
misfeasance or misconduct on the part of the
<PAGE>
Custodian or any of its employees, agents, nominees or Subcustodians but not
for any special, incidental, consequential, or punitive damages; provided,
however, that nothing contained herein shall preclude recovery by the Trust,
on behalf of the Trust, of principal and of interest to the date of recovery
on, Securities or Foreign Securities incorrectly omitted from the Trust's
account or penalties imposed on the Trust, in connection with the Trust, for
any failures to deliver Securities or Foreign Securities.
In any case in which one party hereto may be asked to indemnify the
other or hold the other harmless, the party from whom indemnification is
sought (the "Indemnifying Party") shall be advised of all pertinent facts
concerning the situation in question, and the party claiming a right to
indemnification (the "Indemnified Party") will use reasonable care to
identify and notify the Indemnifying Party promptly concerning any situation
which presents or appears to present a claim for indemnification against the
Indemnifying Party. The Indemnifying Party shall have the option to defend
the Indemnified Party against any claim which may be the subject of the
indemnification, and in the event the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party and the Indemnifying Party will so
notify the Indemnified Party and thereupon such Indemnifying Party shall
take over the complete defense of the claim and the Indemnifying Party shall
sustain no further legal or other expenses in such situation for which
indemnification has been sought under this paragraph. The expenses of any
additional counsel retained by the Indemnified Party shall be borne by the
Indemnified Party. In no case shall any party claiming the right to
indemnification confess any claim or make any compromise in any case in
which the other party has been asked to indemnify such party (unless such
confession or compromise is made with such other party's prior written
consent).
The obligations of the parties hereto under this paragraph shall
survive the termination of this Agreement.
2. Without limiting the generality of the foregoing, the Custodian,
acting in the capacity of Custodian hereunder, shall be under no obligation
to inquire into, and shall not be liable for:
(a) The validity of the issue of any Securities purchased by or for
the account of the Trust, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
(b) The legality of the sale of any Securities by or for the account
of the Trust, or the propriety of the amount for which the same are sold;
(c) The legality of the issue or sale of any shares of the Trust,
or the sufficiency of the amount to be received therefor;
(d) The legality of the redemption of any shares of the Trust, or
the propriety of the amount to be paid therefor;
(e) The legality of the declaration or payment of any dividend by
the Trust in respect of shares of the Trust;
<PAGE>
(f) The legality of any borrowing by the Trust on behalf of the
Trust, using Securities as collateral;
3. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Trust from the Dividend
and Transfer Agent of the Trust nor to take any action to effect payment or
distribution by the Dividend and Transfer Agent of the Trust of any amount
paid by the Custodian to the Dividend and Transfer Agent of the Trust in
accordance with this Agreement.
4. Income due or payable to the Trust with respect to Trust Assets
will be credited to the account of the Trust as follows:
(a) Dividends will be credited on the first business day following
payable date irrespective of collection.
(b) Interest on fixed rate municipal bonds and debt securities
issued or guaranteed as to principal and/or interest by the government of
the United States or agencies or instrumentalities thereof (excluding
securities issued by the Government National Mortgage Association) will be
credited on payable date irrespective of collection.
(c) Interest on fixed rate corporate debt securities will be
credited on the first business day following payable date irrespective of
collection.
(d) Interest on variable and floating rate debt securities and debt
securities issued by the Government National Mortgage Association will be
credited upon the Custodian's receipt of funds.
(e) Proceeds from options will be credited upon the Custodian's
receipt of funds.
5. Notwithstanding paragraph 4 of this Article IX, the Custodian
shall not be under any duty or obligation to take action to effect
collection of any amount, if the Securities or Foreign Securities upon which
such amount is payable are in default, or if payment is refused after due
demand or presentation, unless and until (i) it shall be directed to take
such action by a Certificate and (ii) it shall be assured to its
satisfaction of reimbursement of its costs and expenses in connection with
any such action or, at the Custodian's option, prepayment.
6. With the consent of the Trust, as evidenced by Written
Instructions, the Custodian may appoint one or more financial or banking
institutions, as Depository or Depositories or as Subcustodian or
Subcustodians, including, but not limited to, banking institutions located
in foreign countries, for Securities, Foreign Securities and monies at any
time owned by the Trust, upon terms and conditions approved in a
Certificate. Current Depository(s) and Subcustodian(s) are noted in
Appendix B. The Custodian shall not act as a custodian of Foreign Securities
of the Trust until the Trust has directed it to so act in Written
Instructions. The Custodian shall not be relieved of any obligation or
liability under this Agreement in connection with the appointment or
activities of such Depositories or Subcustodians. Any
<PAGE>
such Subcustodian shall be qualified to serve as such for assets of
investment companies registered under the 1940 Act. If the Custodian
appoints a foreign Subcustodian, the Custodian shall limit the securities
and other assets of the Trust maintained in the custody of any foreign
Subcustodian to Foreign Securities and cash or cash equivalents in such
amounts as the Custodian or the Trust may determine to be reasonably
necessary to effect the Trust's foreign securities transactions. The
Custodian shall identify on its books as belonging to the Trust the Foreign
Securities held by each such foreign Subcustodian. The Custodian shall
promptly forward to the Trust all documents it receives from any
Subcustodian appointed hereunder which are provided to assist directors of
registered investment companies to fulfill their responsibilities under Rule
17f-5 under the 1940 Act. Further, the Custodian shall promptly inform the
Trust in writing if it receives any written statement of the Trust's account
maintained by any Subcustodian which contains an error.
7. The Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by it for
the account of the Trust are such as properly may be held by the Trust under
the provisions of the Declaration of Trust and the Trust's By-laws.
8. The Custodian shall treat all records and other information
relating to the Trust and the Trust Assets as confidential and shall not
disclose any such records or information to any other person unless (a) the
Trust shall have consented thereto in writing or (b) such disclosure is
compelled by law.
9. The Custodian shall be entitled to receive and the Trust agrees
to pay to the Custodian, for the Trust's account from Trust Assets only,
such compensation as shall be determined pursuant to Appendix C attached
hereto, or as shall be determined pursuant to amendments to such Appendix
agreed to from time to time by the Custodian and the Trust. The Custodian
shall be entitled to charge against any money held by it for the account of
the Trust the amount of any loss, damage, liability or expense, including
counsel fees, for which it shall be entitled to reimbursement under the
provisions of this Agreement as determined by agreement of the Custodian and
the Trust or by the final order of any court or arbitrator having
jurisdiction and as to which all rights of appeal shall have expired. The
expenses which the Custodian may charge against the account of the Trust
include, but are not limited to, the expenses of Subcustodians incurred in
settling transactions involving the purchase and sale of Securities or
Foreign Securities of the Trust.
10. The Custodian shall be entitled to rely upon any Certificate.
The Custodian shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by the Custodian pursuant to Article
IV or V hereof. The Trust agrees to forward to the Custodian Written
Instructions from Authorized Persons confirming Oral Instructions in such
manner so that such Written Instructions are received by the Custodian,
whether by hand delivery, telex or otherwise, on the first business day
following the day on which such Oral Instructions are given to the
Custodian. The Trust agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
<PAGE>
validity of the transactions or enforceability of the transactions hereby
authorized by the Trust. The Trust agrees that the Custodian shall incur
no liability to the Trust in acting upon Oral Instructions given to the
Custodian hereunder concerning such transactions.
11. The Custodian will (a) set up and maintain proper books of
account and complete records of all transactions in the accounts maintained
by the Custodian hereunder in such manner as will meet the obligations of
the Trust under the 1940 Act, with particular attention to Section 31
thereof and Rules 31a-1 and 31a-2 thereunder and those records are the
property of the Trust, and (b) preserve for the periods prescribed by
applicable Federal statute or regulation all records required to be so
preserved. The books and records of the Custodian shall be open to
inspection and audit at reasonable times and with prior notice by Officers
and auditors employed by the Trust.
12. The Custodian and its Subcustodians shall promptly send to the
Trust, for the account of the Trust, any report received on the systems of
internal accounting control of the Book-Entry System or the Depository and
with such reports on their own systems of internal accounting control as the
Trust may reasonably request from time to time.
13. The Custodian performs only the services of a custodian and
shall have no responsibility for the management, investment or reinvestment
of Securities, Foreign Securities or monies from time to time owned by the
Trust. The Custodian is not a selling agent for shares of the Trust and
performance of its duties as a custodial agent shall not be deemed to be a
recommendation to the Custodian's depositors or others of shares of the
Trust as an investment.
14. Anything to the contrary in their Contract notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to the Trust
resulting from use of a Subcustodian, Depository or Book-Entry System, by
reason of any negligence, misfeasance or misconduct of the Custodian or any
of its agents, Subcustodians or of any of its or their employees or from
failure of the Custodian or any such agent or Subcustodians to enforce
effectively such rights as it may have against a Subcustodian, the
Depository or Book-Entry System; at the election of the Trust, it shall be
entitled to be subrogated to the rights of the Custodian with respect to any
claim against such Subcustodian, the Depository or Book-Entry System or any
other person which the Custodian may have as a consequence of any such loss
or damage if and to the extent that the Trust has not made whole for any
such loss or damage.
15. The Custodian shall take all reasonable action as the Trust may
from time to time request to obtain favorable opinions from the Trust's
independent accountants with respect to the Trust's activities hereunder in
connection with the preparation of the Trust's Form N-IA, Form N-SAR or
other reports or documents required to be filed by the Trust with the
Securities and Exchange Commission and with respect to any other
requirements of such Commission.
16. The Trust hereby pledges to and grants the Custodian a security
interest in any Securities or other property or assets of the Trust in the
possession of the Custodian to secure the payment of any
<PAGE>
liabilities of the Trust to the Custodian, whether acting in its capacity
as Custodian or otherwise, on account of money borrowed from the Custodian.
This pledge is in addition to any other pledge of collateral by the Trust
to the Custodian.
ARTICLE X
TERMINATION
1. Either of the parties hereto may terminate this Agreement for
any reason by giving to the other party a notice in writing specifying the
date of such termination, which shall be not less than ninety (90) days
after the date of giving of such notice. If such notice is given by the
Trust, it shall be accompanied by a copy of a resolution of the Board of
Trustees, certified by the Secretary or any Assistant Secretary, electing
to terminate this Agreement and designating a successor custodian or
custodians. In the event such notice is given by the Custodian, the Trust
shall, on or before the termination date, deliver to the Custodian a copy
of a resolution of its Board of Trustees, certified by the Secretary,
designating a successor custodian or custodians to act on behalf of the
Trust. In the absence of such designation by the Trust, the Custodian may
designate a successor custodian which shall be a bank or trust company
having not less than $100,000,000 aggregate capital, surplus, and undivided
profits. Upon the date set forth in such notice this Agreement shall
terminate, and the Custodian, provided that it has received a notice of
acceptance by the successor custodian, shall deliver, on that date, directly
to the successor custodian all Securities and monies then owned by the Trust
and held by it as Custodian. Upon termination of this Agreement, the Trust
shall pay to the Custodian on behalf of the Trust such compensation as may
be due as of the date of such termination. The Trust agrees on behalf of
the Trust that the Custodian shall be reimbursed for its reasonable costs
in connection with the termination of this Agreement.
2. If a successor custodian is not designated by the Trust, or by
the Custodian in accordance with the preceding paragraph, or the designated
successor cannot or will not serve, the Trust shall upon the delivery by the
Custodian to the Trust of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Trust) and monies then
owned by the Trust, be deemed to be the custodian for the Trust, and the
Custodian shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement, other than the duty with respect to Securities
held in the Book-Entry System which cannot be delivered to the Trust to hold
such Securities hereunder in accordance with this Agreement.
ARTICLE XI
MISCELLANEOUS
1. Appendix A sets forth the names and the signatures of all
Authorized Persons. The Trust agrees to furnish to the Custodian, a new
Appendix A in form similar to the attached Appendix A, if any present
Authorized Person ceases to be an Authorized Person or if any other or
additional Authorized Persons are elected or appointed. Until such new
<PAGE>
Appendix A shall be received, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in the last
delivered Appendix A.
2. No recourse under any obligation of this Agreement or for any
claim based thereon shall be had against any organizer, shareholder,
Officer, Director, past, present or future as such, of the Trust or of any
predecessor or successor, either directly or through the Trust or any such
predecessor or successor, whether by virtue of any constitution, statute or
rule of law or equity, or be the enforcement of any assessment or penalty
or otherwise; it being expressly agreed and understood that this Agreement
and the obligations thereunder are enforceable solely against Trust Assets,
and that no such personal liability whatever shall attach to, or is or shall
be incurred by, the organizers, shareholders, Officers, Directors of the
Trust or of any predecessor or successor, or any of them as such, because
of the obligations contained in this Agreement or implied therefrom and that
any and all such liability is hereby expressly waived and released by the
Custodian as a condition of, and as a consideration for, the execution of
this Agreement.
3. The obligations set forth in this Agreement as having been made
by the Trust have been made by the Board of Trustees, acting as such
Directors for and on behalf of the Trust, pursuant to the authority vested
in them under the laws of the State of Massachusetts, the Declaration of
Trust and the By-laws of the Trust This Agreement has been executed by
Officers of the Trust as officers, and not individually, and the obligations
contained herein are not binding upon any of the Directors, Officers, agents
or holders of shares, personally, but bind only the Trust and then only to
the extent of Trust Assets.
4. Such provisions of the Prospectus of the Trust and any other
documents (including advertising material) specifically mentioning the
Custodian (other than merely by name and address) shall be reviewed with the
Custodian by the Trust.
5. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or delivered to
it at its offices at Star Bank Center, 425 Walnut Street, M. L. 6118,
Cincinnati, Ohio 45202, attention Mutual Trust Custody Department, or at
such other place as the Custodian may from time to time designate in writing
6. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Trust shall be sufficiently
given when delivered to the Trust or on the second business day following
the time such notice is deposited in the U.S. mail postage prepaid and
addressed to the Trust at its office at 7711 Carondelet Avenue, Suite 700,
St. Louis, Missouri 63105, or at such other place as the Trust may from time
to time designate in writing.
7. This Agreement with the exception of Appendices A and B may not
be amended or modified in any manner except by a written agreement executed
by both parties with the same formality as this Agreement, and authorized
and approved by a resolution of the Board of Trustees.
<PAGE>
8. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust or by the
Custodian, and no attempted assignment by the Trust or the Custodian shall
be effective without the written consent of the other party hereto.
9. This Agreement shall be construed in accordance with the laws
of the State of Ohio.
10. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective Officers, thereunto duly authorized as of
the day and year first above written.
ATTEST: Lindner Investments
/s/ Brian L. Blomquist By: /s/ Eric E. Ryback
Title: President
ATTEST: Star Bank, N.A.
/s/ R. Wessendorf By: /s/ W. J. Keller
Title: Senior Vice President
APPENDIX A
Board of Trustees
Authorized Persons Specimen Signatures
President: Eric E. Ryback
Treasurer: Brian L. Blomquist
Senior Vice President: Robert A. Lange
Vice President: Lawrence G. Callahan
Employees: Richard H. Eckenrodt
Robert T. Buettner
<PAGE>
APPENDIX B
The following Depository(s) and Subcustodian(s) are employed currently by
Star Bank, N.A. for securities processing and control ...
The Depository Trust Company (New York)
7 Hanover Square
New York, NY 10004
The Federal Reserve Bank
Cincinnati and Cleveland Branches
Bankers Trust Company
16 Wall Street
New York, NY 10005
(For Foreign Securities and certain non-DTC eligible Securities)
Exhibit C
Star Bank's Mutual Fund Custody Services
Proposed Fees For the Lindner Fund Family
On The Aggregate Balance
Market Value Fees: Of All Funds
Based upon Month-end at a rate of:
1.5 Basis Points on the First $700 Million0.00015 $700,000,000
0.75 Basis Points on the Next $500 Million0.000075 $500,000,000
0.60 Basis Points on the Balance 0.00006 $3,000,000,000
I. Market Values used represent total assets as of the July 15, 1994
letter received from Lindner Funds outlining the proposal
requirements.
II. Any excess earnings credits generated beyond the credits used to
offset monthly Cash Management fees will be allowed to offset up to
50% of your Monthly Domestic Custody fees. Any excess earnings
credits will be carried forward for a period of 12 months. Earnings
credits are based on the average yield on the 91 day U.S. Treasury
Bill for the proceeding thirteen weeks less 10% reserve.
III. Star Bank will guarantee the Domestic Custody, Cash Management, IRA
and the Global fee schedules for a period of three years from the
date a contract is signed. The first two years is fixed and the
<PAGE>
third year, the total fees will not increase by an amount greater
than 5% or no more than the Consumer Price Index (C.P.I.) in the
third year whichever is less.
IV. The only out-of pocket expenses charged to your account will be
shipping fees or transfer fees.
V. Custody and Cash Management fees are taken monthly.
Exhibit C
Star Bank
Cash Management Enhancements
Monthly Pro Forma II
For
Lindner Fund Family
SERVICES UNIT PRICE
Account Maintenance 12.00
Checks Paid 0.10
Wires - Incoming 10.00
PC-Wires Outgoing 9.00
Stop Payments 20.00
Balance Reporting 50.00
Cash Concentration Maintenance 50.00
ACH Transfer 0.20
Lockbox Maintenance 55.00
Lockbox Item Processed 0.10
Miscellaneous Lockbox Item 0.10
Checks Deposited 0.065
Deposits 0.37
Deposited Item Returned 5.00
ACH Maintenance 40.00
ACH Credit/Debit Originated 0.08
Data Transmission 110.00
Exhibit C
Star Bank
Fee Schedule For
IRA Turnkey Services For
Lindner Fund Family
Annual Charge Per/
IRA Shareholder/Per Account
<PAGE>
I. Turnkey IRA Services $10
1. Custody of Each Original
IRA Shareholder Agreement
2. IRA Plan Document Set
(Turnkey package)
3. Toll Free Technical Support Line
4. Account Maintenance Reports For:
--Lindner Funds
--IRA Shareholders
5. Financial Innovator Retirement
Plan Newsletter
<PAGE>
Exhibit C
Star Banks
Third Party Access Compensation Schedule
For
Lindner Funds
Third Party access is available within two (2) weeks and requires dial-up
software which will allow your organization to access its Star Bank account
from any location.
Requirements and Expenses
There will be a one time expense
for the purchase of software from
SEI which includes internal password
control and ability to dial a local
IBM Information Systems number.
(Generally anywhere in the
continental U.S.A.) $225.00 (waived for
initial installation)
Ongoing Expenses
Telephone Connect time $.35/minute
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective September 8, 1993, and is between THE CHASE
MANHATTAN BANK, N.A. (the "Bank") and Lindner Investments (the "Customer").
1. Customer Accounts.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) a custody account in the name of the Customer ("Custody
Account") for any and all stocks, shares, bonds, debentures, notes,
mortgages or other obligations for the payment of money, bullion, coin and
any certificates, receipts, warrants or other instruments representing
rights to receive, purchase or subscribe for the same or evidencing or
representing any other rights or interests therein and other similar
property whether certificated or uncertificated as may be received by the
Bank or its Subcustodian (as defined in Section 3) for the account of the
Customer ("Securities"); and
(b) a deposit account in the name of the Customer ("Deposit
Account") for any and all cash in any currency received by the Bank or its
Subcustodian for the account of the Customer, which cash shall not be
subject to withdrawal by draft or check.
The Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give Instructions (as
defined in Section 11) concerning the Accounts. The Bank may deliver
securities of the same class in place of those deposited in the Custody
Account.
Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional
Accounts under the terms of this Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable
to the Bank:
(a) Securities will be held in the country or other jurisdiction in
which the principal trading market for such Securities is located, where
such Securities are to be presented for payment or where such Securities are
acquired; and
(b) cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
<PAGE>
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular
currency. To the extent Instructions are issued and the Bank can comply
with such Instructions, the Bank is authorized to maintain cash balances on
deposit for the Customer with itself or one of its affiliates at such
reasonable rates of interest as may from time to time be paid on such
accounts, or in non-interest bearing accounts as the Customer may direct,
if acceptable to the Bank.
If the Customer wishes to have any of its Assets held in the custody
of an institution other than the established Subcustodians or their
securities depositories, such arrangement must be authorized by a written
agreement, signed by the Bank and the Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the subcustodians listed
in Schedule A of this Agreement with which the Bank has entered into
subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank
to hold Assets in the Accounts in accounts which the Bank has established
with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in their account
with any securities depository in which they participate.
The Bank reserves the right to add new, replace or remove
Subcustodians. The Customer will be given reasonable notice by the Bank of
any amendment to Schedule A. Upon request by the Customer, the Bank will
identify the name, address and principal place of business of any
Subcustodian of the Customer's Assets and the name and address of the
governmental agency or other regulatory authority that supervises or
regulates such Subcustodian.
4. Use of Subcustodian.
(a) The Bank will identify Assets on its books as belonging to the
Customer.
(b) A Subcustodian will hold Assets together with assets belonging
to other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of
the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be
subject only to the instructions of the Bank or its agent. Any Securities
held in a securities depository for the account of a Subcustodian will be
subject only to the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for
holding its customer's assets shall provide that such assets will not be
subject to any right, charge, security interest, lien or claim of any kind
in favor of such Subcustodian except for safe custody or administration, and
that the beneficial ownership of such assets will be freely transferable
without the payment of money or value other than for
<PAGE>
safe custody or administration. The foregoing shall not apply to the extent
of any special agreement or arrangement made by the Customer with any
particular Subcustodian.
5. Deposit Account Transactions.
(a) The Bank or its Subcustodians will make payments from the
Deposit Account upon receipt of Instructions which include all information
required by the Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, the Bank, in its
discretion, may advance the Customer such excess amount which shall be
deemed a loan payable on demand, bearing interest at the rate customarily
charged by the Bank on similar loans.
(c) If the Bank credits the Deposit Account on a payable date, or
at any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due, the
Customer will promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited. If
the Customer does not promptly return any amount upon such notification, the
Bank shall be entitled, upon oral or written notification to the Customer,
to reverse such credit by debiting the Deposit Account for the amount
previously credited. The Bank or its Subcustodian shall have no duty or
obligation to institute legal proceedings, file a claim or a proof of claim
in any insolvency proceeding or take any other action with respect to the
collection of such amount, but may act for the Customer upon Instructions
after consultation with the Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered by the
Bank or its Subcustodian upon receipt by the Bank of Instructions which
include all information required by the Bank. Settlement and payment for
Securities received for, and delivery of Securities out of, the Custody
Account may be made in accordance with the customary or established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including. without
limitation, delivery of Securities to a purchaser, dealer or their agents
against a receipt with the expectation of receiving later payment and free
delivery. Delivery of Securities out of the Custody Account may also be
made in any manner specifically required by Instructions acceptable to the
Bank.
(b) The Bank, in its discretion, may credit or debit the Accounts
on a contractual settlement date with cash or Securities with respect to any
sale, exchange or purchase of Securities. Otherwise, such transactions will
be credited or debited to the Accounts on the date cash or Securities are
actually received by the Bank and reconciled to the Accounts.
(i) The Bank may reverse credits or debits made to the Accounts in
its discretion if the related transaction fails to settle within a
reasonable period, determined by the Bank in its discretion, after
the contractual settlement date for the related transaction.
<PAGE>
(ii) If any Securities delivered pursuant to this Section 6 are
returned by the recipient thereof, the Bank may reverse the credits
and debits of the particular transaction at any time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding Assets held in
the Accounts. However, until it receives Instructions to the contrary the
Bank will perform the following functions.
(a) Present for payment any Securities which are called, redeemed
or retired or otherwise become payable and all coupons and other income
items which call for payment upon presentation, to the extent that the Bank
or Subcustodian is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian.
(e) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of
the Assets. Unless the Customer sends the Bank a written exception or
objection to any Bank statement within sixty days of receipt, the Customer
shall be deemed to have approved such statement. In such event, or where
the Customer has otherwise approved any such statement, the Bank shall, to
the extent permitted by law, be released, relieved and discharged with
respect to all matters set forth in such statement or reasonably implied
therefrom as though it had been settled by the decree of a court of
competent jurisdiction in an action where the Customer and all persons
having or claiming an interest in the Customer or the Customer's Accounts
were parties.
All collections of funds or other properly paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of
the Customer. The Bank shall have no liability for any loss occasioned by
delay in the actual receipt of notice by the Bank or by its Subcustodians
of any payment, redemption or other transaction regarding Securities in the
Custody Account in respect of which the Bank has agreed to take any action
under this Agreement.
<PAGE>
8. Corporate Actions; Proxies.
Whenever the Bank receives information concerning the Securities which
requires discretionary action by the beneficial owner of the Securities
(other than a proxy), such as subscription rights, bonus issues, stock
repurchase plans and rights offerings, or legal notices or other material
intended to be transmitted to securities holders ("Corporate Actions"), the
Bank will give the Customer notice of such Corporate Actions to the extent
that the Bank's central corporate actions department has actual knowledge
of a Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
Instructions from the Customer or its Authorized Person, as defined in
Section 10, but if Instructions are not received in time for the Bank to
take timely action, or actual notice of such Corporate Action was received
too late to seek Instructions, the Bank is authorized to sell such rights
entitlement or fractional interest and to credit the Deposit Account with
the proceeds or take any other action it deems, in good faith, to be
appropriate in which case it shall be held harmless for any such action.
The Bank will deliver proxies to the Customer or its designated agent
pursuant to special arrangements which may have been agreed to in writing.
Such proxies shall be executed in the appropriate nominee name relating to
Securities in the Custody Account registered in the name of such nominee but
without indicating the manner in which such proxies are to be voted; and
where bearer Securities are involved, proxies will be delivered in
accordance with Instructions.
9. Nominees.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities
depository, as the case may be. The Bank may, without notice to the
Customer, cause any such Securities to cease to be registered in the name
of any such nominee and to be registered in the name of the Customer. In
the event that any Securities registered in a nominee name are called for
partial redemption by the issuer, the Bank may allot the called portion to
the respective beneficial holders of such class of security in any manner
the Bank deems to be fair and equitable. The Customer agrees to hold the
Bank, Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere record
holder of Securities in the Custody Account.
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person" means
employees or agents including investment managers as have been designated
by written notice from the Customer or its designated agent to act on behalf
of the Customer under this Agreement. Such persons shall continue to be
Authorized Persons until such time as the Bank receives Instructions from
the Customer or its designated agent that any such employee or agent is no
longer an Authorized Person.
<PAGE>
11. Instructions.
The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission,
bank wire or other teleprocess or electronic instruction or trade
information system acceptable to the Bank which the Bank believes in good
faith to have been given by Authorized Persons or which are transmitted with
proper testing or authentication pursuant to terms and conditions which the
Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until cancelled or superseded.
Any Instructions delivered to the Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which
confirmation may bear the facsimile signature of such Person), but the
Customer will hold the Bank harmless for the failure of an Authorized Person
to send such confirmation in writing, the failure of such confirmation to
conform to the telephone instructions received or the Bank's failure to
produce such confirmation at any subsequent time. Either Party may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. The Customer
shall be responsible for safeguarding any testkeys, identification codes or
other security devices which the Bank shall make available to the Customer
or its Authorized Persons.
12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement or expressly maintained in
Instructions which are consistent with the provisions of this Agreement.
(i) The Bank will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of Assets. The
Bank shall be liable to the Customer for any loss which shall occur
as the result of the failure of a Subcustodian to exercise reasonable
care with respect to the safekeeping of such Assets to the same
extent that the Bank would be liable to the Customer if the Bank were
holding such Assets in New York. In the event of any loss to the
Customer by reason of the failure of the Bank or its Subcustodian to
utilize reasonable care, the Bank shall be liable to the Customer
only to the extent of the Customer's direct damages, to be determined
based on the market value of the property which is the subject of the
loss at the date of discovery of such loss and without reference to
any special conditions or circumstances.
(ii) The Bank will not be responsible for any act, omission, default
or for the solvency of any broker or agent which it or a Subcustodian
appoints unless such appointment was made negligently or in bad
faith.
(iii) The Bank shall be indemnified by, and without liability to the
Customer for any action taken or omitted by the Bank whether pursuant
to Instructions or otherwise within the scope of this
<PAGE>
Agreement if such act or omission was in good faith, without
negligence. In performing its obligations under this Agreement, the
Bank may rely on the genuineness of any document which it believes in
good faith to have been validly executed.
(iv) The Customer agrees to pay for and hold the Bank harmless from
any liability or loss resulting from the imposition or assessment of
any taxes or other governmental charges, and any related expenses
with respect to income from or Assets in the Accounts.
(v) The Bank shall be entitled to rely, and may act upon the advice
of counsel (who may be counsel for the Customer) on all matters, and
shall be without liability for any action reasonably taken or omitted
pursuant to such advice.
(vi) The Bank need not maintain any insurance for the benefit of the
Customer.
(vii) Without limiting the foregoing, the Bank shall not be liable
for any loss which results from: 1) the general risk of investing, or
2) investing or holding Assets in a particular country including. but
not limited to, losses resulting from nationalization, expropriation
or other governmental actions; regulation of the banking or
securities industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent the orderly
execution of securities transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or
work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that the Bank shall have no duty
or responsibility to:
(i) question Instructions or make any suggestions to the Customer
or an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments
or the retention of Securities;
(iii) advise the Customer or an Authorized Person regarding any
default in the payment of principal or income of any security other
than as provided in Section 5(c) of this Agreement;
(iv) evaluate or report to the Customer or an Authorized Person
regarding the financial condition of any broker, agent or other party
to which Securities are delivered or payments are made pursuant to
this Agreement; or
(v) review or reconcile trade confirmations received from brokers.
The Customer or its Authorized Persons issuing instructions shall
bear any responsibility to review such confirmations against
Instructions issued to and statements issued by the Bank.
<PAGE>
(c) The Customer authorizes the Bank to act under this Agreement
notwithstanding that the Bank or any of its divisions or affiliates may have
a material interest in a transaction, or circumstances are such that the
Bank may have a potential conflict of duty or interest including the fact
that the Bank or any of its affiliates may provide brokerage services to
other customers, act as financial advisor to the issuer of Securities, act
as a lender to the issuer of Securities, act in the same transaction as
agent for more than one customer, have a material interest in the issue of
Securities, or earn profits from any of the activities listed herein.
13. Fees and Expenses.
The Customer agrees to pay the Bank for its services under this
Agreement such amount as may be agreed upon in writing, together with the
Bank's reasonable out-of-pocket or incidental expenses, including, but not
limited to legal fees- The Bank shall have a lien on and is authorized to
charge any Accounts of the Customer for any amount owing to the Bank under
any provision of this Agreement.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration
of the Customer's trading and investment activity, the Bank is authorized
to enter into spot or forward foreign exchange contracts with the Customer
or an Authorized Person for the Customer and may also provide foreign
exchange through its subsidiaries, affiliates or Subcustodians.
Instructions, including standing instructions, may be issued with respect
to such contracts but the Bank may establish rules or limitations concerning
any foreign exchange facility made available In all cases where the Bank,
its subsidiaries. affiliates or Subcustodians enter into a foreign exchange
contract related to Accounts, the terms and conditions of the then current
foreign exchange contract of the Bank, its subsidiary, affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement, shall
apply to such transaction.
(b) Certification of Residency, etc. The Customer certifies that
it is a resident of the United States and agrees to notify the Bank of any
changes in residency. The Bank may rely upon this certification or the
certification of such other facts as may be required to administer the
Bank's obligations under this Agreement. The Customer will indemnify the
Bank against all losses, liability, claims or demands arising directly or
indirectly from any such certifications.
(c) Access to Records. The Bank shall allow the Customer's
independent public accountants reasonable access to the records of the Bank
relating to the Assets as is required in connection with their examination
of books and records pertaining to the Customer's affairs. Subject to
restrictions under applicable law, the Bank shall also obtain an undertaking
to permit the Customer's independent public accountants reasonable access
to the records of any Subcustodian which has physical possession of any
Assets as may be required in connection with the examination of the
Customer's books and records.
<PAGE>
(d) Governing Law; Successors and Assigns. This Agreement shall be
governed by the laws of the State of New York and shall not be assignable
by either party, but shall bind the successors in interest of the Customer
and the Bank.
(e) Entire Agreement; Applicable Riders. Customer represents that
the Assets deposited in the Accounts are (check one):
/ / employee benefit plan or other assets subject to the Employee
Retirement Income Security Art of 1974, as amended ("ERISA");
/X/ mutual fund assets subject to Securities and Exchange
Commission ("SEC") rules and regulations;
/ / neither of the above.
This Agreement consists exclusively of this document together with
Schedule A, Exhibits I to ---- and the following rider(s) [check applicable
rider(s)]:
/ / ERISA
/X/ MUTUAL FUND
/X/ SPECIAL TERMS AND CONDITIONS
There are no other provisions of this Agreement and this Agreement
supersedes any other agreements, whether written or oral, between the
parties. Any amendment to this Agreement must be in writing, executed by
both parties.
(f) Severability. In the event that one or more provisions of this
Agreement are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the validity,
legality and enforceability of any such provision and the remaining
provisions, under other circumstances or in other jurisdictions will not in
any way be affected or impaired.
(g) Waiver. Except as otherwise provided in this Agreement, no
failure or delay on the part of either party in exercising any power or
right under this Agreement operates as a waiver, nor does any single or
partial exercise of any power or right preclude any other or further
exercise thereof, or the exercise of any other power or right. No waiver
by a party of any provision of this Agreement, or waiver of any breach or
default. is effective unless in writing and signed by the party against whom
the waiver is to be enforced.
(h) Notices. All notices under this Agreement shall be effective
when actually received. Any notices or other communications which may be
required under this Agreement are to be sent to the parties at the following
addresses or such other addresses as may subsequently be given to the other
party in writing:
Bank: The Chase Manhattan Bank, N.A.
4 Chase MetroTech, 18th Floor
Brooklyn, NY 11245
Attn: Global Custody Dept.
<PAGE>
Customer: Lindner Investments
7711 Carondelet Ave., Suite 700
St. Louis, MO 63105
(i) Termination. This Agreement may be terminated by the Customer
or the Bank by giving sixty days written notice to the other, provided that
such notice to the Bank shall specify the names of the persons to whom the
Bank shall delivery the Assets in the Accounts. If notice of termination
is given by the Bank, the Customer shall, within sixty days following
receipt of the notice, deliver to the Bank Instructions specifying the names
of the persons to whom the Bank shall delivery the Assets. In either case
the Bank will delivery the Assets to the persons so specified, after
deducting any amounts which the Bank determines in good faith to be owed to
it under Section 13. If within sixty days following receipt of a notice of
termination by the Bank, the Bank does not receive Instructions from the
Customer specifying the names of the persons to whom the Bank shall deliver
the Assets, the Bank, at its election, may deliver the Assets to a bank or
trust company doing business in the State of New York to be held and
disposed of pursuant to the provisions of this Agreement, or to Authorized
Persons, or may continue to hold the Assets until Instructions are provided
to the Bank.
CUSTOMER
By: /S/ ROBERT A. LANGE
Senior Vice President
THE CHASE MANHATTAN BANK, N.A.
By: /S/ MARY LANGAN
Vice President
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Lindner Investments
effective September 8, 1993
Customer represents that the Assets being placed in the Bank's custody
are subject to the Investment Company Act of 1940 (the "Act'), as the same
may be amended from time to time.
Except to the extent that the Bank has specifically agreed to comply
with a condition of a rule, regulation or interpretation promulgated by or
under the authority of the SEC or the Exemptive Order applicable to accounts
of this nature issued to the Bank (Investment Company Act of 1940, Release
No. 12053, November 20, 1981), as amended, or unless the Bank has otherwise
specifically agreed, the Customer shall be solely responsible to assure that
the maintenance of Assets under this Agreement complies with such rules,
<PAGE>
regulations, interpretations or exemptive order promulgated by or under the
authority of the Securities Exchange Commission.
The following modifications are made to the Agreement:
Section 3. Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this
Agreement shall mean a branch of a qualified U.S. bank, an eligible foreign
custodian or an eligible foreign securities depository, which are further
defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as
defined in Rule 17f-5 under the Act;
(b) "eligible foreign custodian" shall mean (i) a banking
institution or trust company incorporated or organized under the laws of a
country other than the United States that is regulated as such by that
country's government or an agency thereof and that has shareholders' equity
in excess of $200 million in U.S. currency (or a foreign currency equivalent
thereto. (ii) a majority owned direct or indirect subsidiary of a qualified
U.S. bank or bank holding company that is incorporated or organized under
the laws of a country other than the United States and that has
shareholders' equity in excess of $100 million in U.S. currency (or a
foreign currency equivalent thereof), (iii) a banking institution or trust
company incorporated or organized under the laws of a country other than the
United States or a majority owned direct or indirect subsidiary of a
qualified U.S. bank or bank holding company that is incorporated or
organized under the laws of a country other than the United States which has
such other qualifications as shall be specified in Instructions and approved
by the Bank or (iv) any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the laws of
a country other than the United States, which operates (i) the central
system for handling securities or equivalent book-entries in that country
or (ii) a transnational system for the central handling of securities or
equivalent book-entries.
The Customer represents that its Board of Directors has approved each
of the Subcustodians listed in Schedule A to this Agreement and the terms
of the subcustody agreements between the Bank and each Subcustodian, which
are attached as Exhibits I through --- of Schedule A, and further represents
that its Board has determined that the use of each Subcustodian and the
terms of each subcustody agreement are consistent with the best interests
of the Customer's fund(s) and its (their) shareholders. The Bank will
supply the Customer with any amendment to Schedule A for approval. The
Customer has supplied or will supply the Bank with certified copies of its
Board of Directors resolution(s) with respect to the foregoing prior to
placing Assets with any Subcustodian so approved.
<PAGE>
Section 11. Instructions.
Add the following language to the end of Section 11:
Account transactions made pursuant to Sections 5 and 6 of this
Agreement may be made only for the purposes listed below. Instructions must
specify the purpose for which any transaction is to be made and the Customer
shall be solely responsible to assure that Instructions are in accord with
any limitations or restrictions applicable to the Customer by law or as may
be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at prices
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise
become payable.
(c) In exchange for or upon conversion into other securities alone
or other securities and cash pursuant to any plan or merger consolidation,
reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into other
securities.
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities.
(f) For the payment of interest. taxes, management or supervisory
fees, distributions or operating expenses.
(g) In connection with any borrowings by the Customer requiring a
pledge of Securities, but only against receipt of amounts borrowed.
(h) In connection with any loans. but only against receipt of
adequate collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer.
(i) For the purpose of redeeming shares of the capital stock of the
Customer and the delivery to, or the crediting to the account of the Bank,
its Subcustodian or the Customer's transfer agent, such shares to be
purchased or redeemed.
(j) For the purpose of redeeming in kind shares of the Customer
against delivery of the shares to be redeemed to the Bank, its Subcustodian
or the Customer's transfer agent.
(k) For delivery in accordance with the provisions of any agreement
among the Customer, the Bank and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a member of the
National Association of Securities Dealers, Inc. relating to compliance with
the rules of The Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or organizations.
regarding escrow or other arrangements in connection with transactions by
the Customer.
<PAGE>
(l) For release of Securities to designated brokers under covered
call options, provided, however, that such Securities shall be released only
upon payment to the Bank of monies for the premium due and a receipt for the
Securities which are to be held in escrow. Upon exercise of the option, or
at expiration, the Bank will receive the Securities previously deposited
from brokers The Bank will act strictly in accordance with Instructions in
the delivery of Securities to be held in escrow and will have no
responsibility or liability for any such Securities which are not returned
promptly when due other than to make proper request for such return.
(m) For spot or forward foreign exchange transactions to facilitate
security trading, receipt of income from Securities or related transactions.
(n) For other proper purposes as may be specified in Instructions
issued by an officer of the Customer which shall include a statement of the
purpose for which the delivery or payment is to be made, the amount of the
payment or specific Securities to be delivered, the name of the person or
persons to whom delivery or payment is to be made, and a certification that
the purpose is a proper purpose under the instruments governing the
Customer.
(o) Upon the termination of this Agreement as set forth in Section
14(i).
Section 12. Standard of Care; Liabilities.
Add the following subsection (d) to Section 12:
(d) The Bank hereby warrants to the Customer that in its opinion,
after due inquiry, the established procedures to be followed by each of its
branches, each branch of a qualified U.S. bank, each eligible foreign
custodian and each eligible foreign securities depository holding the
Customer's Securities pursuant to this Agreement afford protection for such
Securities at least equal to that afforded by the Bank's established
procedures with respect to similar securities held by the Bank and its
securities depositories in New York.
Section 14. Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from the Customer, the Bank shall furnish the
Customer such reports (or portions thereto of the Bank's system of internal
accounting controls applicable to the Bank's duties under this Agreement.
The Bank shall endeavor to obtain and furnish the Customer with such similar
reports as it may reasonably request with respect to each Subcustodian and
securities depository holding the Customer's assets.
GLOBAL CUSTODY AGREEMENT
with Lindner Investments
dated September 8, 1993
<PAGE> Special Terms and Conditions
Pursuant to Section 1 of the Agreement, Appendix A, which the parties may
from time to time amend in writing, sets forth additional Accounts to be
separately account for under the terms of this Agreement.
Section 7(e), line 3 - Delete the word sixty and insert in lieu thereof, the
word ninety.
APPENDIX "A"
TO THE
GLOBAL CUSTODY AGREEMENT
BETWEEN
THE CHASE MANHATTAN BANK, N.A.
AND
LINDNER INVESTMENTS
The following is a list of the Funds within the Lindner Investments Series
for which Chase will serve as custodian under the Global Custody Agreement
dated as of September 8, 1993.
Fund Name: Effective as of:
Lindner Utility Fund September 8, 1993
Lindner Bulwark Fund September 8, 1993
THE CHASE MANHATTAN BANK, N.A.
Fee Schedule
for
LINDNER INVESTMENTS: LINDNER UTILITY FUND
1. Global Custody
Market Value Fees (to be applied on a fund by fund basis)
$0 - $ 50MM 6.5bp
$ 50MM - $100MM 6.Obp
$100MM - $300MM 5.5bp
Over - $300MM 4.Obp
Country Safekeeping and Transaction Fees
Basis Point Transactions
Band A 3.5 $ 30
Band B 4 $ 40
Band C 5 $ 60
Band D 8.5 $ 80
Band E 18 $100
Band F 35 $125
<PAGE>
Minimum Annual Custody Fee $25,000
II. Miscellaneous Fees
Out of pocket expenses As incurred
(i.e. scrip fees, stamp taxes,
transaction costs, etc.)
Transfer to successor custodian Refer to country bands
AGENCY AGREEMENT,
as amended
THIS AGREEMENT ("Agreement"), made the 23rd day of September, 1993,
as amended by a First Amendment to Agency Agreement dated as of August 18,
1994, by and between LINDNER INVESTMENTS, a Massachusetts business trust
(the "Fund"), and RYBACK MANAGEMENT CORPORATION ("Ryback Management"), a
Michigan corporation:
WHEREAS, the Fund desires to appoint Ryback Management as Transfer
Agent and Dividend Disbursing Agent and Ryback Management desires to accept
such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment. The Fund hereby appoints Ryback Management to act
as Transfer Agent and Dividend Disbursing Agent for each of the Fund's
Series for the period and on the terms set forth in this Agreement, unless
the Fund and Ryback Management determine it is in the best interests of a
particular Series of the Fund to negotiate and execute a separate Agreement.
In connection therewith, Ryback Management accepts such appointment and
agrees to render the services on the terms and for the compensation herein
provided. In connection with such appointment, the Fund will make available
to Ryback Management for inspection the following documents and will deliver
to it all future amendments and supplements:
A. Certified copy of the resolution of appointment adopted by the
Board of Trustees of the Fund;
B. Certified copy of the Declaration of Trust of the Fund and all
amendments thereto;
C. Certified copy of the By-Laws of the Fund;
D. Certified copy of the order or consent of each governmental or
regulatory authority, required by law to the issuance of the stock;
E. Specimens of all forms of outstanding stock certificates, in
the forms approved by the Board of Trustees of the Fund, with a
certificate of the Secretary of the Fund, as to such approval;
F. Two signature cards bearing specimens of the signatures of the
officers authorized to sign stock certificates or sign written
instructions and requests;
G. Such other certificates, documents or opinions which Ryback
Management may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
<PAGE>
2. Certain Representations and Warranties of Ryback Management.
Ryback Management represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good
standing under the laws of Michigan.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform the services
contemplated in this Agreement.
D. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3. Certain Representations and Warranties of the Fund. The Fund
represents and warrants to Ryback Management that:
A. It is a business trust duly organized and existing and in good
standing under the laws of the State of Massachusetts.
B. It is an open-end management investment company registered
under the Investment Company Act of 1940, as amended.
C. A registration statement under the Securities Act of 1933 will
be in effect with respect to all shares of each Series of the Fund
being offered for sale.
D. All requisite steps have been or will be taken to register each
Series of the Fund's shares for sale in all applicable states.
E. The Fund is empowered under applicable laws and by its
Declaration of Trust and by-laws to enter into and perform this
Agreement.
4. Scope of Service.
A. Ryback Management agrees to provide the necessary facilities,
equipment and personnel to perform its duties and obligations
hereunder in accordance with industry practice.
B. Ryback Management agrees that it will perform all of the usual
and ordinary services of Transfer Agent and Dividend Disbursing Agent
and as Agent for the various shareholder accounts, including, without
limitation, the following: issuing, transferring and cancelling
stock certificates, maintaining all shareholder accounts, preparing
shareholder meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses, withholding
taxes, preparing and mailing checks for
<PAGE>
disbursement of income dividends and capital gains distributions,
preparing and filing U.S. Treasury Department Form 1099 for all
shareholders, preparing and mailing confirmation forms to
shareholders with respect to all purchases and liquidations of the
Fund shares and other transactions in shareholder accounts for which
confirmations are required, recording reinvestments or dividends and
distributions in the Fund shares, recording redemptions of the Fund
shares and preparing and mailing checks for payments upon redemption
and for disbursements to withdrawal plan holders.
5. Limit of Authority. Unless otherwise expressly limited by the
resolution of appointment or by subsequent corporate action, the appointment
of Ryback Management as Transfer Agent will be construed to cover the full
amount of authorized stock of the class or classes for each Series of the
Fund as the same will, from time to time, be constituted and any subsequent
increases in such authorized amount and the addition of new Series.
6. Compensation and Expenses. In consideration for its services
hereunder as Transfer Agent and Dividend Disbursing Agent, the Fund shall
pay to Ryback Management the costs of all stationery, postage and supplies
used solely in the performance of Ryback Management's services as transfer
agent and dividend disbursing agent, and, in addition, the Fund shall pay
to Ryback Management a monthly service fee which shall be fifty cents
($0.50) for each shareholder account maintained at the end of the preceding
month until January 31, 1995 and seventy-five cents ($0.75) for each
shareholder account thereafter.
7. Efficient Operation of Ryback Management System.
A. In connection with the performance of its services under this
Agreement, Ryback Management is responsible for the accurate and
efficient functioning of its system at all times, including:
1. The accuracy of all entries in Ryback Management's record
reflecting orders and instructions received by Ryback
Management from shareholders or the Fund;
2. The continuous availability and the accuracy of
shareholder lists, shareholder account verifications,
confirmations and other shareholder account information to be
produced from its records or data;
3. The accuracy and timely issuance of dividend and
distribution checks in accordance with instructions received
from the Fund;
4. The accuracy of redemption transactions and payments in
accordance with redemption instructions received from dealers,
shareholders or the Fund;
5. The deposit daily in the Fund's appropriate special bank
account for all checks and payments received from dealers or
shareholders for investment in shares;
<PAGE>
6. The requiring of proper forms of instructions, signatures
and signature guarantees and any necessary documents supporting
the legality of transfers, redemptions and other shareholder
account transactions.
8. Indemnification. Ryback Management will hold harmless and
indemnify the Fund from and against any loss or liability arising out of
Ryback Management's failure to comply with the terms of this Agreement or
arising out of Ryback Management's negligence, misconduct, or bad faith.
9. Certain Covenants of Ryback Management and Fund.
A. All requisite steps will be taken by the Fund from time to time
when and as necessary to register each Series of the Fund's shares
for sale in all states in which such Series' shares will be at the
time offered for sale and require registration. If at any time the
Fund receives notice of any stop order or other proceeding in any
such state affecting such registration or the sale of a Series of the
Fund's shares, or any stop order or other proceeding under the
Federal securities laws affecting the sale of a Series of the Fund's
shares, the Fund will give prompt notice thereof to Ryback
Management.
B. Ryback Management hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for
safekeeping of stock certificates, check forms, and facsimile
signature imprinting devices, if any; and for the preparation or use,
and for keeping account of, such certificates, forms and devices.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 as, amended, and Rules thereunder, Ryback Management
agrees that all records maintained by Ryback Management relating to
the services to be performed by Ryback Management under this
Agreement are the property of the Fund and will be preserved and will
be surrendered promptly to the Fund on request or when they are no
longer deemed needed for current purposes.
D. Ryback Management represents and agrees that it will use its
best efforts to maintain current knowledge of the trends of the
investment company industry relating to shareholder services and will
use its best efforts to continue to modernize and improve its system
without additional cost to Fund.
E. Ryback Management will permit the Fund and its authorized
representatives to make periodic inspections of its operation at
reasonable times during business hours.
10. Recapitalization or Readjustment. In case of any
recapitalization, readjustment or other change in the capital structure of
a Series of the Fund requiring a change in the form of the stock
certificates, Ryback Management will for an additional fee to be agreed
upon, issue or register certificates in the new form in exchange for, or in
transfer of, the outstanding certificates in the old form, upon receiving:
<PAGE>
A. Written instructions from an officer of the Fund;
B. Certified copy of the amendment to the Declaration of Trust or
other document effecting the change;
C. Certified copy of the order or consent of each governmental or
regulatory authority, required by law to the issuance of the stock in
the new form, and an opinion of outside counsel that the order or
consent of no other government or regulatory authority is required;
D. Specimens of the new certificates in the form approved by the
Board of Trustees of the Fund, with a certificate of the Secretary of
the Fund as to such approval.
11. Stock Certificates. The Fund will furnish Ryback Management
with a sufficient supply of blank stock certificates and from time to time
will renew such supply upon the request of Ryback Management. Such
certificates will be signed manually or by facsimile signatures of the
officers of the Fund authorized by law and by By-Laws to sign stock
certificates, and, if required, will bear the corporate seal or facsimile
thereof.
12. Death, Resignation or Removal of Signing Officer. The Fund will
file promptly with Ryback Management written notice of any change in the
officers authorized to sign stock certificates, written instructions or
requests, together with two signature cards bearing the specimen signature
of each newly authorized officer. In case any officer of the Fund who will
have signed manually or whose facsimile signature will have been affixed to
blank stock certificates will die, resign, or be removed prior to the
issuance of such stock certificates, Ryback Management may issue or register
such stock certificates as the stock certificates of the Fund
notwithstanding such death, resignation, or removal, until specifically
directed to the contrary by the Fund in writing. In the absence of such
direction, the Fund will file promptly with Ryback Management such approval,
adoption, or ratification as may be required by law.
13. Future Amendments of Declaration of Trust and By-Laws. The
Fund will promptly file with Ryback Management certified copies of all
material amendments to its Declaration of Trust or By-Laws made after the
date hereof.
14. Records. Ryback Management will maintain customary records in
connection with its agency, and particularly will maintain those records
required to maintained pursuant to subparagraph (2)(iv) or paragraph (b) of
Rule 31a-1 under the Investment Company Act of 1940, if any.
15. Disposition of Books, Records and Cancelled Certificates.
Ryback Management will make available to the Fund all books, documents, and
all records no longer deemed needed for current purposes and stock
certificates which have been cancelled in transfer or in exchange, upon the
understanding that such books, documents, records, and stock certificates
will not be destroyed by the Fund without the consent of Ryback Management,
but will be safely stored for possible future reference. Such consent shall
not be unreasonably withheld.
<PAGE>
16. Provisions Relation to Ryback Management as Transfer Agent. It
is generally contemplated that most stockholders' shares will be held in
open account, book-entry form at The Depository Trust Company or equivalent.
In connection with physically delivered certificates, the following
provisions will apply.
A. Ryback Management will make original issues of stock
certificates upon written request of an officer of the Fund and upon
being furnished with a certified copy of a resolution of the Board of
Trustees authorizing such original issue, any documents required by
paragraphs 5 or 10 of this Agreement, and necessary funds for the
payment of any original issue tax.
B. Before making any original issue of certificates the Fund will
furnish Ryback Management with sufficient funds to pay all required
taxes on the original issue of the stock, if any. The Fund will
furnish Ryback Management such evidence as may be required by Ryback
Management to show the actual value of the stock.
C. Shares of stock will be transferred and new certificates issues
in transfer, or shares of stock accepted for redemption and funds
remitted therefor, upon surrender of the old certificates in form
deemed by Ryback Management properly endorsed for transfer or
redemption accompanied by such documents as Ryback Management may
deem necessary to evidence that authority of the person making the
transfer or redemption, and bearing satisfactory evidence of the
payment of any applicable stock transfer taxes. Ryback Management
reserves the right to refuse to transfer or redeem shares until it is
satisfied that the endorsement or signature on the certificate or any
other document is valid and genuine, and for that purpose it may
require a guaranty of signature by a firm having membership in the
New York Stock Exchange, Midwest Stock Exchange, American Stock
Exchange Securities Corporation, Pacific Coast Stock Exchange, or any
other exchange acceptable to Ryback Management or by a bank or trust
company approved by it. Ryback Management also reserves the right to
refuse to transfer or redeem shares until it is satisfied that the
requested transfer or redemption is legally authorized, and that it
will incur no liability for the refusal in good faith to make
transfer or redemptions which, in its judgment, are improper or
unauthorized. Ryback Management may, in effecting transfers or
redemptions, rely upon Simplification Acts or other statutes which
protect it and the Fund in not requiring complete fiduciary
documentation. In cases in which Ryback Management is not directed
or otherwise required to maintain the consolidated records of
stockholder's accounts, Ryback Management will not be liable for any
loss which may arise by reason of not having such records, provided
that such loss could not have been prevented by the exercise of
ordinary diligence. Ryback Management will be under no duty to use
a greater degree of diligence by reason of not having such records.
D. Ryback Management will issue and mail subscription warrants,
certificates representing stock dividends, exchanges or split ups, or
act as Conversion Agent upon receiving written instructions from any
officer of the Fund and such other documents as Ryback Management
deems necessary.
<PAGE>
E. Ryback Management will issue, transfer, and split up
certificates and will issue certificates of stock representing full
shares upon surrender of scrip certificates aggregating one full
share or more when presented to Ryback Management for that purpose
upon receiving written instructions from an officer of the Fund and
such other documents as Ryback Management may deem necessary.
F. Ryback Management may issue new certificates in place of
certificates represented to have been lost, destroyed, stolen or
otherwise wrongfully taken upon receiving instructions from the Fund
and indemnity satisfactory to Ryback Management and Fund, and may
issue new certificates in exchange for, and upon surrender of,
mutilated certificates. Instructions from the Fund will be in such
form as will be approved by the Board of Trustees of the Fund and
will be in accordance with the provisions of law and the By-Laws of
the Fund governing such matter.
G. Ryback Management will supply a stockholder's list to the Fund
for meetings of stockholders of any Series of the Fund upon receiving
a request from an officer of the Fund. It will also supply lists at
such other times as may be requested by an officer of the Fund.
H. Upon receipt of written instructions of an officer of the Fund,
Ryback Management will address and mail notices to stockholders.
I. In case of any request or demand for the inspection of the
stock books of a Series of the Fund or any other books in the
possession of Ryback Management, Ryback Management will endeavor to
notify the Fund and to secure instructions as to permitting or
refusing such inspection. Ryback Management reserves the right,
however, to exhibit the stock books or other books to any person in
case it is advised by its counsel that it may be held for the failure
to exhibit the stock books or other books to such person.
17. Condition Precedent. This Agreement shall take effect only if,
as a condition precedent, the Agreement is approved at a special meeting of
the Fund's Board of Trustees by a majority of the Fund's trustees and by a
majority of the disinterested trustees, and further, only if this Agreement
is approved by a majority of the disinterested trustees pursuant to the
following findings:
A. That the proposed Agreement is in the best interests of the
Fund and its shareholders;
B. That the services to be performed pursuant to the proposed
Agreement are services required for the operation of the Fund;
C. That Ryback Management can provide services the nature and
quality of which are at least equal to those provided by others
offering the same or similar services.
<PAGE>
D. That the fees for such services are fair and reasonable in
light of the usual and customary charges made by others for services
of the same nature and quality.
18. Effective Date. Provided the condition precedent stated in
paragraph 17 of this Agreement has been met, this Agreement shall become
effective at the close of business on the date the Registration Statement
relating to the Fund's Utility Series becomes effective.
19. Termination of Agreement.
A. This Agreement shall become effective on the execution date
hereof and, unless sooner terminated as provided herein, shall
continue for an initial two-year term and thereafter shall be renewed
automatically for successive one-year terms, provided such
continuance is specifically approved at least annually (i) by the
Fund's Board of Directors or (ii) by vote of a majority (as defined
in the Investment Company Act of 1940) of the outstanding voting
securities of the Fund, provided that in either event the continuance
is also approved by a majority of the Fund's directors who are not
parties to this Agreement and who are not "interested persons" (as
defined in the Investment Company Act of 1940) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval. This Agreement is terminable with
respect to the Fund without penalty, on at least 60 days' written
notice to the Fund, by vote of a majority (as defined in the
Investment Company Act of 1940) of the outstanding voting securities
of the Fund, or by Ryback Management, and shall also terminate
automatically if assigned in whole or in part by Ryback Management.
B. This Agreement may be terminated by either party upon receipt
of 60 days' written notice from the other party.
C. The Fund, in addition to any other rights and remedies, shall
have the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following event:
1. Any interruption or cessation of operations by Ryback
Management which materially interferes with the business
operation of the Fund;
2. The bankruptcy of Ryback Management or the appointment of
a receiver for Ryback Management;
3. Any merger, consolidation or sale of substantially all
the assets of Ryback Management;
4. The acquisition of a controlling interest in Ryback
Management, by any broker, dealer, investment adviser or
investment company except as may presently exist; or
5. Failure by Ryback Management to perform its duties in
accordance with the Agreement, which failure materially
adversely affects the business operations of the Fund and which
failure continues for 30 days after receipt of written notice
from Fund.
<PAGE>
If at any time this Agreement is terminated by the Fund
pursuant to clause 1, 2 or 5, Fund will have and is hereby
granted the right, at its option, to use or cause its agents,
employees or independent contractors to use, for as long as
Fund deems necessary for its own operations, and no other, and
without payment of any compensation or reimbursement to Ryback
Management, Ryback Management's system including all of the
programs, manuals and other materials and information necessary
to operate the system.
D. In the event of termination, the Fund will promptly pay Ryback
Management all amounts due to Ryback Management hereunder.
20. Services Not Exclusive. The services furnished by Ryback
Management hereunder are not to be deemed exclusive and Ryback Management
shall be free to furnish similar services to others so long as its services
under this Agreement are not impaired thereby.
21. Assignment. Neither this Agreement nor any rights or
obligations hereunder may be assigned by Ryback Management without automatic
termination of the Agreement.
22. Confidentiality. Ryback Management agrees that, except as
provided in this Agreement, or as otherwise required by law, Ryback
Management will keep confidential all records of and information in its
possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with
the consent of the Fund.
23. Survival of Representations and Warranties. All representations
and warranties by either party herein contained will survive the execution
and delivery of this Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the State of
Missouri and shall be governed by the laws of said state.
B. No provisions of the Agreement may be amended or modified, in
any manner except by a written agreement properly authorized and
executed by both parties hereto.
C. The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
D. 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.
E. If any part, term or provision of this Agreement is by the
courts held to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered
severable and not be affected, and the rights and obligations of
<PAGE>
the parties shall be construed and enforced as if the Agreement did
not contain the particular part, term or provision held to be illegal
or invalid.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and their corporate seals to be affixed by their respective duly
authorized officers.
LINDNER INVESTMENTS,
a Massachusetts business trust
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
RYBACK MANAGEMENT CORPORATION,
a Michigan corporation
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
29 September 1995
Lindner Investments
7711 Carondelet Avenue, Suite 700
St. Louis, Missouri 63105
Re: Post-Effective Amendment No. 7 to Form N-1A;
Amendment No. 9 to 1940 Act Registration
Gentlemen:
Lindner Investments, a Massachusetts business trust (the "Trust"), has
registered under the Securities Act of 1933, as amended (the "1933 Act"),
an indefinite number of shares of beneficial interest in six series (the
"Funds"), as permitted by Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Trust is proposing to file a
Post-Effective Amendment (the "Post-Effective Amendment") to the Trust's
Registration Statement previously filed under the 1933 Act.
We have served as counsel to the Trust in connection with such
registration of shares, and in such capacity we have reviewed the Trust's
Declaration of Trust, its Bylaws, the records of action by its Board of
Trustees, the proposed Post-Effective Amendment and such other information
as we have deemed necessary for purposes of the opinions expressed herein.
Based upon the foregoing, it is our opinion that the indefinite number
of shares of the Funds to be registered and sold have been duly authorized
and, when sold and paid for as contemplated by the Post-Effective Amendment,
will be validly issued, fully paid and non-assessable shares of each
relevant Fund, as a series of the Trust.
We consent to the inclusion of this opinion as an exhibit to the
Post-Effective Amendment and to the reference therein to our firm under the
caption "Counsel".
Very truly yours,
DYKEMA GOSSETT PLLC
By: /S/ PAUL R. RENTENBACH
Paul R. Rentenbach
A member of the Firm
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 7 to Registration Statement under the Securities Act of 1933
(filed under Securities Act File No. 33-66712) and in Amendment No. 9 to
Registration Statement under the Investment Company Act of 1940 (filed under
Investment Company Act File No. 811-7932), of our report dated August 18,
1995, appearing in the Annual Report to Shareholders of the Lindner
Investments, consisting of Lindner Growth Fund, Lindner Dividend Fund,
Lindner Utility Fund, Lindner/Ryback Small-Cap Fund, Lindner Bulwark Fund,
and Lindner International Fund (the "Funds") for the periods ended June 30,
1995, incorporated by reference in the Statement of Additional Information,
and to the references to us under the headings FINANCIAL HIGHLIGHTS and
MANAGEMENT OF THE TRUST in the Prospectus, which is part of such
Registration Statement.
/S/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
September 27, 1995
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"), and
ERIC E. RYBACK ("Ryback"), intending to be legally bound, hereby agree as
follows:
1. In order to provide the Trust with its initial capital, the
Fund hereby sells to Ryback and Ryback hereby purchases from the Fund
1,000 shares of common stock of the Trust's Lindner Utility Fund (the
"Shares") at $10.00 per share. The Trust hereby acknowledges receipt
from Ryback of $10,000 in full payment for the Shares.
2. Ryback represents and warrants to the Fund that the Shares are
being acquired for investment and not with a view to distribution
thereof and that Ryback has no present intention to redeem or dispose
of any of the Shares.
3. Ryback hereby agrees that it will not redeem any of the Shares
prior to the time that the Trust has completed the amortization of
its organizational expenses. In the event that the Trust liquidates
before the deferred organizational expenses are fully amortized, then
the Shares shall bear their proportionate share of such unamortized
organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement on the
25th day of August, 1993.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
Eric E. Ryback
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"), and
VALASSIS IRREVOCABLE TRUST u/t/a October 14, 1992, f/b/o D. Craig Valassis
("Valassis"), intending to be legally bound, hereby agree as follows:
1. In order to provide the Trust with its initial capital, the
Fund hereby sells to Valassis and Valassis hereby purchases from the
Fund 3,000 shares of common stock of the Trust's Lindner Utility Fund
(the "Shares") at $10.00 per share. The Trust hereby acknowledges
receipt from Valassis of $30,000 in full payment for the Shares.
2. Valassis represents and warrants to the Fund that the Shares
are being acquired for investment and not with a view to distribution
thereof and that Valassis has no present intention to redeem or
dispose of any of the Shares.
3. Valassis hereby agrees that it will not redeem any of the
Shares prior to the time that the Trust has completed the
amortization of its organizational expenses. In the event that the
Trust liquidates before the deferred organizational expenses are
fully amortized, then the Shares shall bear their proportionate share
of such unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement on the
25th day of August, 1993.
LINDNER INVESTMENTS
By: /S/ ERIC E. RYBACK
Its: President
VALASSIS IRREVOCABLE TRUST u/t/a
October 14, 1992, f/b/o
D. Craig Valassis
By: /S/ Doug Valassis
Its Trustee
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"), and
VALASSIS IRREVOCABLE TRUST u/t/a October 14, 1992, f/b/o Doug T. Valassis
("Valassis"), intending to be legally bound, hereby agree as follows:
1. In order to provide the Trust with its initial capital, the
Fund hereby sells to Valassis and Valassis hereby purchases from the
Fund 3,000 shares of common stock of the Trust's Lindner Utility Fund
(the "Shares") at $10.00 per share. The Trust hereby acknowledges
receipt from Valassis of $30,000 in full payment for the Shares.
2. Valassis represents and warrants to the Fund that the Shares
are being acquired for investment and not with a view to distribution
thereof and that Valassis has no present intention to redeem or
dispose of any of the Shares.
3. Valassis hereby agrees that it will not redeem any of the
Shares prior to the time that the Trust has completed the
amortization of its organizational expenses. In the event that the
Trust liquidates before the deferred organizational expenses are
fully amortized, then the Shares shall bear their proportionate share
of such unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement on the
25th day of August, 1993.
LINDNER INVESTMENTS
By: /S/ ERIC E. RYBACK
Its: President
VALASSIS IRREVOCABLE TRUST u/t/a
October 14, 1992, f/b/o
Doug T. Valassis
By: /S/ Doug Valassis
Its Trustee
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"), and
VALASSIS IRREVOCABLE TRUST u/t/a October 14, 1992, f/b/o Debra A. Lyonnais
("Valassis"), intending to be legally bound, hereby agree as follows:
1. In order to provide the Trust with its initial capital, the
Fund hereby sells to Valassis and Valassis hereby purchases from the
Fund 3,000 shares of common stock of the Trust's Lindner Utility Fund
(the "Shares") at $10.00 per share. The Trust hereby acknowledges
receipt from Valassis of $30,000 in full payment for the Shares.
2. Valassis represents and warrants to the Fund that the Shares
are being acquired for investment and not with a view to distribution
thereof and that Valassis has no present intention to redeem or
dispose of any of the Shares.
3. Valassis hereby agrees that it will not redeem any of the
Shares prior to the time that the Trust has completed the
amortization of its organizational expenses. In the event that the
Trust liquidates before the deferred organizational expenses are
fully amortized, then the Shares shall bear their proportionate share
of such unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement on the
25th day of August, 1993.
LINDNER INVESTMENTS
By: /S/ ERIC E. RYBACK
Its: President
VALASSIS IRREVOCABLE TRUST u/t/a
October 14, 1992, f/b/o
Debra A. Lyonnais
By: /S/ Doug Valassis
Its Trustee
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Dividend Fund
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,873,045
<RECEIVABLES> 27,607
<ASSETS-OTHER> 1,889
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,902,541
<PAYABLE-FOR-SECURITIES> 19,777
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,825
<TOTAL-LIABILITIES> 27,592
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,878,899
<SHARES-COMMON-STOCK> 73,202
<SHARES-COMMON-PRIOR> 667,997
<ACCUMULATED-NET-GAINS> (4,944)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 27,971
<NET-ASSETS> 1,902,920
<DIVIDEND-INCOME> 25,873
<INTEREST-INCOME> 16,835
<OTHER-INCOME> 5,141
<EXPENSES-NET> 3,724
<NET-INVESTMENT-INCOME> 44,174
<REALIZED-GAINS-CURRENT> 10,920
<APPREC-INCREASE-CURRENT> 86,204
<NET-CHANGE-FROM-OPS> 141,248
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 67,994
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,928
<NUMBER-OF-SHARES-REDEEMED> 3,911
<SHARES-REINVESTED> 2,188
<NET-CHANGE-IN-ASSETS> 205,564
<ACCUMULATED-NII-PRIOR> 24,865
<ACCUMULATED-GAINS-PRIOR> (15,864)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,097
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,725
<AVERAGE-NET-ASSETS> 1,814,867
<PER-SHARE-NAV-BEGIN> 24.96
<PER-SHARE-NII> .95
<PER-SHARE-GAIN-APPREC> 1.05
<PER-SHARE-DIVIDEND> .96
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPTIAL> 0
<PER-SHARE-NAV-END> 26.00
<EXPENSE-RATIO> .21%
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Growth Fund
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,187,256
<RECEIVABLES> 9,843
<ASSETS-OTHER> 560
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,197,659
<PAYABLE-FOR-SECURITIES> 17,908
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,150
<TOTAL-LIABILITIES> 20,058
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,129,143
<SHARES-COMMON-STOCK> 61,977
<SHARES-COMMON-PRIOR> 68,132
<ACCUMULATED-NET-GAINS> 32,142
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28,584
<NET-ASSETS> 1,446,184
<DIVIDEND-INCOME> 19,882
<INTEREST-INCOME> 6,984
<OTHER-INCOME> 9,530
<EXPENSES-NET> 8,092
<NET-INVESTMENT-INCOME> 28,303
<REALIZED-GAINS-CURRENT> 47,112
<APPREC-INCREASE-CURRENT> 124,803
<NET-CHANGE-FROM-OPS> 200,218
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 23,562
<DISTRIBUTIONS-OF-GAINS> 125,942
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,420
<NUMBER-OF-SHARES-REDEEMED> 18,079
<SHARES-REINVESTED> 6,504
<NET-CHANGE-IN-ASSETS> (81,431)
<ACCUMULATED-NII-PRIOR> 11,681
<ACCUMULATED-GAINS-PRIOR> 110,866
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,454
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,092
<AVERAGE-NET-ASSETS> 1,500,988
<PER-SHARE-NAV-BEGIN> 22.42
<PER-SHARE-NII> .43
<PER-SHARE-GAIN-APPREC> 2.66
<PER-SHARE-DIVIDEND> .34
<PER-SHARE-DISTRIBUTIONS> 1.84
<RETURNS-OF-CAPTIAL> 0
<PER-SHARE-NAV-END> 23.33
<EXPENSE-RATIO> .54%
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Utility Fund
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 15,932,374
<RECEIVABLES> 784,179
<ASSETS-OTHER> 43,366
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 16,759,919
<PAYABLE-FOR-SECURITIES> 14,394
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 241,238
<TOTAL-LIABILITIES> 255,632
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19,674,121
<SHARES-COMMON-STOCK> 1,631,862
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NET-GAINS> (3,230,325)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,077,350
<NET-ASSETS> 17,581,637
<DIVIDEND-INCOME> 997,125
<INTEREST-INCOME> 83,779
<OTHER-INCOME> 141,894
<EXPENSES-NET> 312,748
<NET-INVESTMENT-INCOME> 909,850
<REALIZED-GAINS-CURRENT> (2,822,760)
<APPREC-INCREASE-CURRENT> 1,734,278
<NET-CHANGE-FROM-OPS> (178,632)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 886,844
<DISTRIBUTIONS-OF-GAINS> 368,297
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,187,054
<NUMBER-OF-SHARES-REDEEMED> 3,775,212
<SHARES-REINVESTED> 113,023
<NET-CHANGE-IN-ASSETS> 6,494,196
<ACCUMULATED-NII-PRIOR> 37,887
<ACCUMULATED-GAINS-PRIOR> (39,670)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 206,377
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 312,948
<AVERAGE-NET-ASSETS> 30,116,050
<PER-SHARE-NAV-BEGIN> 10.02
<PER-SHARE-NII> .39
<PER-SHARE-GAIN-APPREC> .84
<PER-SHARE-DIVIDEND> .39
<PER-SHARE-DISTRIBUTIONS> .09
<RETURNS-OF-CAPTIAL> 0
<PER-SHARE-NAV-END> 10.77
<EXPENSE-RATIO> 1.04%
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Bulwark Fund
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 52,668,281
<RECEIVABLES> 16,163,695
<ASSETS-OTHER> 9,794,352
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 78,626,328
<PAYABLE-FOR-SECURITIES> 231,678
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15,952,247
<TOTAL-LIABILITIES> 16,183,925
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 66,619,795
<SHARES-COMMON-STOCK> 9,179,307
<SHARES-COMMON-PRIOR> 4,386,641
<ACCUMULATED-NET-GAINS> (5,264,462)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,608,067
<NET-ASSETS> 65,050,470
<DIVIDEND-INCOME> 474,915
<INTEREST-INCOME> 1,278,560
<OTHER-INCOME> 691,433
<EXPENSES-NET> 835,632
<NET-INVESTMENT-INCOME> 1,609,276
<REALIZED-GAINS-CURRENT> (4,899,864)
<APPREC-INCREASE-CURRENT> 2,274,177
<NET-CHANGE-FROM-OPS> (1,016,411)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 555,280
<DISTRIBUTIONS-OF-GAINS> 367,185
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,271,902
<NUMBER-OF-SHARES-REDEEMED> 7,595,219
<SHARES-REINVESTED> 115,983
<NET-CHANGE-IN-ASSETS> 33,619,751
<ACCUMULATED-NII-PRIOR> 33,070
<ACCUMULATED-GAINS-PRIOR> 2,591
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 653,096
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 853,602
<AVERAGE-NET-ASSETS> 65,758,446
<PER-SHARE-NAV-BEGIN> 7.17
<PER-SHARE-NII> .11
<PER-SHARE-GAIN-APPREC> (.10)
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> .04
<RETURNS-OF-CAPTIAL> 0
<PER-SHARE-NAV-END> 7.09
<EXPENSE-RATIO> 1.27%
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner/Ryback Small-Cap Fund
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 6,748,560
<RECEIVABLES> 1,164,381
<ASSETS-OTHER> 21,204
<OTHER-ITEMS-ASSETS> 89,088
<TOTAL-ASSETS> 8,023,233
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,618
<TOTAL-LIABILITIES> 28,618
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,013,806
<SHARES-COMMON-STOCK> 1,439,629
<SHARES-COMMON-PRIOR> 1,103,078
<ACCUMULATED-NET-GAINS> 1,018,341
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (127,260)
<NET-ASSETS> 7,867,355
<DIVIDEND-INCOME> 33,417
<INTEREST-INCOME> 103
<OTHER-INCOME> 37,700
<EXPENSES-NET> 108,825
<NET-INVESTMENT-INCOME> (37,605)
<REALIZED-GAINS-CURRENT> 1,018,341
<APPREC-INCREASE-CURRENT> 30,028
<NET-CHANGE-FROM-OPS> 1,010,764
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 14,351
<DISTRIBUTIONS-OF-GAINS> 1,529
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 932,220
<NUMBER-OF-SHARES-REDEEMED> 598,742
<SHARES-REINVESTED> 3,073
<NET-CHANGE-IN-ASSETS> 2,587,120
<ACCUMULATED-NII-PRIOR> 14,354
<ACCUMULATED-GAINS-PRIOR> 1,529
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 46,111
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 108,825
<AVERAGE-NET-ASSETS> 6,598,846
<PER-SHARE-NAV-BEGIN> 4.79
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> .71
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPTIAL> 0
<PER-SHARE-NAV-END> 5.46
<EXPENSE-RATIO> 1.65%
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner International Fund
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 198,611
<RECEIVABLES> 0
<ASSETS-OTHER> 132,850
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 331,461
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36,315
<TOTAL-LIABILITIES> 36,315
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 293,018
<SHARES-COMMON-STOCK> 32,456
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NET-GAINS> 11
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (20)
<NET-ASSETS> 295,126
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 4,737
<EXPENSES-NET> 2,620
<NET-INVESTMENT-INCOME> 2,117
<REALIZED-GAINS-CURRENT> 11
<APPREC-INCREASE-CURRENT> (20)
<NET-CHANGE-FROM-OPS> 2,108
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,898
<NUMBER-OF-SHARES-REDEEMED> 1,442
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 295,126
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,108
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,620
<AVERAGE-NET-ASSETS> 208,188
<PER-SHARE-NAV-BEGIN> 9.00
<PER-SHARE-NII> .07
<PER-SHARE-GAIN-APPREC> .02
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPTIAL> 0
<PER-SHARE-NAV-END> 9.09
<EXPENSE-RATIO> 1.26%
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
