As filed with the Securities and Exchange Commission on April 19, 1996
Reg. 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. 11 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [X]
LINDNER GOVERNMENT MONEY MARKET FUND
a series 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):
[ ] 60 days after filing pursuant to Rule 485(a)(1), or
[ ] On , 199 , pursuant to Rule 485(a)(1), or
[ ] 75 days after filing pursuant to Rule 485(a)(2), or
[X] On July 6, 1996 , pursuant to Rule 485(a)(2), or
[ ] Immediately upon filing pursuant to Rule 485(b), or
[ ] On , 199 , pursuant to Rule 485(b).
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.
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Cross Reference Sheet
Pursuant to Rule 481(a)
Form N-1A Part A Location in Prospectus
Item 1. Cover Page......................... Cover Page
Item 2. Synopsis........................... Annual Fund Operating Expenses
Item 3. Condensed Financial Information.... Not Applicable
Item 4. General Description of Registrant.. Lindner Investments;
Investment Objectives and
Policies
Item 5. Management of the Fund............. Management of the Trust
Item 5a. Management's Discussion of Fund
Performance...................... Not applicable
Item 6. Capital Stock and Other Securities. Purchase of Shares;
Withholding Certification
Dividends and Distributions;
Taxes; Redemption of Shares;
Other Information
Item 7. Purchase of Securities Being
Offered.......................... Purchase of Shares;
Determination of Net Asset
Value and Use of Amortized
Cost Method of Valuation;
Individual Retirement Accounts
Exchanging an Investment in
the Fund to Another Series of
Lindner Investments
Item 8. Redemption or Repurchase........... Redemption of Shares
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... Introduction
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 of Shares;
Determination of Net Asset
Value and Use of Amortized
Cost Method of Valuation;
Individual Retirement Accounts
Exchanging an Investment in
the Fund to Another Series of
Lindner Investments
Item 20. Tax Status........................ Not Applicable
Item 21. Underwriters...................... Not Applicable
Item 22. Calculation of Performance Data... Not Applicable
Item 23. Financial Statements.............. Not applicable
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.
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THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT LINDNER INVESTMENTS
AND THE LINDNER GOVERNMENT MONEY MARKET FUND, WHICH A PROSPECTIVE INVESTOR
SHOULD KNOW BEFORE INVESTING. IT IS IMPORTANT THAT YOU READ IT CAREFULLY
BEFORE YOU DECIDE TO INVEST. THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE
REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION ABOUT LINDNER GOVERNMENT MONEY MARKET
FUND 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 GOVERNMENT MONEY MARKET FUND
a series of
Lindner Investments
7711 Carondelet Avenue, P.O. Box 11208
St. Louis, Missouri 63105
(314) 727-5305
Lindner Government Money Market Fund (the "Fund") is a separate series of
Lindner Investments. The Fund seeks to achieve a high level of current
income consistent with the preservation of capital and liquidity by
investing in a portfolio of high-quality, short-term "Government Money
Market" instruments. The Fund invests in short-term securities issued or
guaranteed by the United States Government, its agencies and
instrumentalities and in repurchase agreements relating to such types of
securities. The Fund seeks to maintain a constant $1.00 net asset value per
share, although this cannot be assured. Lindner Investments offers
additional series in order to meet a range of investment needs, which
represent separate investment portfolios, each with its own investment
policies and objectives.
SHARES OF THE LINDNER GOVERNMENT MONEY MARKET FUND ARE NOT BANK DEPOSITS OR
OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY, STAR BANK, N.A., NOR ARE THEY
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE
LINDNER GOVERNMENT MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT OR ANY AGENCY SPONSORED BY THE U.S. GOVERNMENT OR ANY
STATE.
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 JULY 6, 1996
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses . . . . . . . . . . . . . . . . 1
Lindner Investments . . . . . . . . . . . . . . . . . . . . . . 2
Investment Objectives and Restrictions . . . . . . . . . . . . 3
Withholding Certification . . . . . . . . . . . . . . . . . . .
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . 5
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . 8
Exchanging an Investment from the Fund to Another
Series of Series of Lindner Investments . . . . . . . . . . . . 10
Individual Retirement Accounts . . . . . . . . . . . . . . . . . 12
Determination of Net Asset Value and Use of
Amortized Cost Method of Valuation . . . . . . . . . . . . . . 11
Dividends and Distributions . . . . . . . . . . . . . . . . . . 12
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Management of the Trust . . . . . . . . . . . . . . . . . . . . 13
Effect of Banking Laws . . . . . . . . . . . . . . . . . . . . . 15
Performance and Yield Information . . . . . . . . . . . . . . . 15
Certain Other Matters . . . . . . . . . . . . . . . . . . . . . 16
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management fee . . . . . . . . . . . . . . . . 0.20%
12b-1 distribution fee . . . . . . . . . . . . NONE
Other expenses (1) . . . . . . . . . . . . . . 0.30%
----
Total . . . . . . . . . . . . . . . . . 0.50%
====
______________
(1) Represents all other expenses of the Fund, including
fees paid to Star Bank, N.A., as the Custodian and to Ryback
Management Corporation as transfer and dividend disbursing
agent, and for administrative services under the
Administrative Services Agreement. During the initial
start-up period for the Fund, and until the Fund can achieve
its goals in terms of achieving a desired minimum total
asset size, Ryback Management has voluntarily agreed to
waive its administrative service fee to the extent necessary
to cause the Fund's annual Total Operaing Expenses to be not
more than 0.50% of the Fund's average net assets during the
year. Ryback Mangement can terminate this arrangement at
any time, in its sole discetion.
As an example, assuming an investor maintains an average of $1,000 invested
in the Fund, based on the estimates shown, if all dividends on an initial
$1,000 investment are reinvested, and assuming a 5% annual return, the
investor's total indirect share of expenses paid by the Fund would be as
follows:
One year . . . . . . . . . $ 5.00
Three years. . . . . . . $16.00
Five years . . . . . . . . $28.00
Ten years. . . . . . . . . $63.00
The above table is provided to assist investors in understanding the various
costs and expenses that an investor in the Fund will bear, directly or
indirectly. The percentages shown above expressing Other Expenses are
estimates based on amounts incurred by other similar funds for which the
Adviser has obtained recent information from publicly-available sources. The
example should not be considered a representation of the past or future
performance or expenses of the Fund. Actual expenses may be greater or
lesser than those shown.
LINDNER INVESTMENTS
The Fund
Lindner Government Money Market Fund (the "Fund") is a separate series of
Lindner Investments (the "Trust"), an unincorporated business trust
organized under Massachusetts law on July 20, 1993. The Trust is an
open-end, diversified management investment company and is registered with
the Securities and Exchange Commission 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 shares of beneficial interest in seven separate
investment portfolios (each such portfolio being referred to as a "Series"):
Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility Fund, Lindner
Bulwark Fund, Lindner/Ryback Small-Cap Fund, Lindner International Fund and
Lindner Government Money Market Fund (the last of which is herein referred
to as the "Fund"). Each Series 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. The first six Series identified above, other than the Fund, are
described in greater detail in a separate Prospectus and a separate
Statement of Additional Information, dated March 1, 1996, and are not
discussed in this Prospectus. Two of such Series (Lindner Dividend Fund and
Lindner Utility Fund) have the production of current income as their primary
investment objective, while the remaining four Series (Lindner Growth Fund,
Lindner Bulwark Fund, Lindner/Ryback Small-Cap Fund and Lindner
International Fund) have capital appreciation as their primary investment
objective.
Investment Adviser and Administrator
The Investment Adviser for the Fund is Ryback Management Corporation
("Ryback Management" or the "Adviser"), which is a Michigan corporation.
The Adviser's principal office is located at 7711 Carondelet Avenue, Suite
700, St. Louis, Missouri 63105. Ryback Management is also the Administrator,
Transfer Agent and Dividend Disbursing Agent for the Fund. Further
information about the duties and compensation of the Adviser and the
Administrator is set forth under the caption "Management of the Trust" in
this Prospectus and in the Statement of Additional Information.
Certain Risk Factors Which Investors Should Consider
Although shares of the Fund represent an interest in a portfolio of
securities issued or guaranteed by the United States Government, its
agencies and instrumentalities and investments secured by such securities,
shares of the Fund are not themselves guaranteed or sponsored by any
government authority and are not subject to the protection of the Securities
Investor Protection Corporation. Furthermore, neither the U.S. Government,
nor any of its agencies and instrumentalities, guarantees the market value
of their securities.
Although the Fund seeks to maintain a net asset value of $l.00 per share for
purposes of purchases and redemptions, there can be no assurance that it
will be able to do so on a continuous basis, and under unusual circumstances
the number of shares in shareholder accounts may be reduced to maintain the
net asset value at $1.00. Information about the method by which net asset
value per share is determined is contained in the Statement of Additional
Information. The investment securities of the Fund will be affected by
general changes in interest rates resulting in increases or decreases in the
value of the obligations held by the Fund. The market value of the
securities in a Fund can be expected to vary inversely to the changes in
prevailing interest rates. Thus, if interest rates have increased from the
time a security was purchased, such security, if sold, might be sold at a
price less than its purchase cost. Similarly, if interest rates have
declined from the time a security was purchased, such security, if sold,
might be sold at a price greater than its purchase cost. In either
instance, if the security were held to maturity, no loss or gain would
normally be realized as a result of these fluctuations. Redemptions by
shareholders could require the sale of Fund investments by the Fund at a
time when such a sale might not otherwise be desirable.
The Fund may purchase securities which permit the obligor to prepay the
principal balance in whole or in part prior to stated maturity.
Prepayments, if they occur, could adversely affect the yield realized on the
investment and could occur at a time when reinvestment of proceeds by the
Fund may not yield as much as the investment which was prepaid.
The Fund may acquire securities subject to repurchase agreements, subject to
certain limitations. Borrowings by the Fund are subject to certain
limitations. The Fund may also lend its securities to brokers, dealers, and
financial institutions, provided certain conditions are met. Such
transactions may involve certain risks. See "Investment Objective and
Policies".
Shareholder Inquiries
The principal office of the Fund is 7711 Carondelet Avenue, Suite
700, St. Louis, Missouri 63105.
Phone number of the Fund: (800) ___-____
24 hour yield information: (800) ___-____
Purchase and Redemption Orders: (800) ___-____
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to provide a high level of current
income consistent with the preservation of capital and liquidity. The
investment objective of a Fund will not be changed without shareholder
approval. The Fund seeks to achieve its objective by investing exclusively
in United States dollar denominated obligations. The dollar-weighted
average maturity of the Fund will not exceed 90 days, and all securities
purchased will have a maturity of 397 days or less at the time of
acquisition (except for securities underlying certain repurchase agreements
and certain variable rate and floating rate instruments). Normally, the
Fund will hold securities to maturity but may dispose of any instrument if
the Adviser deems the action appropriate because of redemption requirements,
reduction in credit quality, a reduction in the instrument's rating, or
other reasons. Even though most securities are expected to be held to
maturity, the fact that they will have maturities of 397 days or less will
result in high portfolio turnover.
The Fund may invest in securities issued or guaranteed by the United States
Government, its agencies and instrumentalities, and in repurchase agreements
secured by such securities. These include issues of the United States
Treasury, such as bills, notes and bonds, and issues of agencies and
instrumentalities of the U.S. Government which are established under the
authority of an Act of Congress. Issues of such agencies and
instrumentalities may include, for example, securities issued by the
Government National Mortgage Association, the Tennessee Valley Authority,
the Farmers Home Administration, Federal Home Loan Banks, Federal
Intermediate Credit Banks, Federal Land Banks, Federal Housing
Administration, the Federal National Mortgage Association, the Federal Home
Loan Mortgage Corporation and the Student Loan Marketing Association. Some
of these securities, such as U.S. Treasury bills, notes and bonds, are
supported by the full faith and credit of the U.S. Treasury; others, such as
obligations of the Federal National Mortgage Association, are not full faith
and credit obligations of the U.S. Treasury but are supported to a limited
extent by the discretionary authority of the U.S. Treasury to make loans to
the issuer; and others, such as securities issued by the Federal Home Loan
Banks, are sponsored by the U.S. Government but are supported only by the
credit of the instrumentality itself. No assurance can be given that the
U.S. Government would provide financial support to its sponsored
instrumentalities if it is not obligated to do so by law. The Fund will
invest in the securities of such an instrumentality only when it is
satisfied that the credit risk with respect to such instrumentality is
minimal. The Fund does not invest in obligations insured by the Federal
Deposit Insurance Corporation.
Certain Investment Practices
In pursuit of its investment objective, the Fund may engage in repurchase
agreement transactions, and the Fund may from time to time entirely comprise
securities subject to repurchase agreements. Under the terms of a typical
repurchase agreement, the Fund acquires an underlying debt obligation for a
relatively short period (usually not more than one week) subject to an
obligation of the seller to repurchase, and the Fund to resell, the
obligation at an agreed-upon price and time, thereby determining the yield
during the Fund's holding period. This arrangement results in a fixed rate
of return that is not subject to market fluctuations during the Fund's
holding period. Repurchase agreements are considered loans collateralized
by the underlying securities. The Fund may enter into repurchase agreements
with respect to its portfolio securities with brokers, dealers, and
commercial banks. The Fund will engage in such transactions only with
institutions included on the Federal Reserve System's list of institutions,
commonly referred to as "primary dealers", with whom the Federal Reserve
open market desk will do business. Under each repurchase agreement the
selling institution will be required to maintain the value of the securities
subject to the repurchase agreement at not less than 102% of their
repurchase price. Repurchase agreements could involve certain risks in the
event of default or insolvency of the other party, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities. The Adviser, acting under the supervision of the Trustees,
reviews the credit-worthiness of institutions with whom the Fund enters into
repurchase agreements to evaluate these risks, and also monitors the status
of repurchase agreements to insure that the value of the collateral equals
or exceeds 102% of the amount of the repurchase obligation and in the event
of a shortfall takes such action as it deems appropriate (which may include
a demand for additional collateral from the selling institution and will
include such a demand if the value of the collateral has fallen below 100%
of the amount of the repurchase obligation).
The Fund may also lend its portfolio securities to brokers, dealers, and
financial institutions provided that cash or cash equivalent collateral, or
letters of credit to the extent permitted by law, equal to at least 100% of
the market value of the securities loaned, is maintained by the borrower
with the Fund. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the
Trust's Board of Trustees.
Change in Policies
The Trustees have no present plan to change the policies with regard to the
types or maturities of securities in which the Fund can invest. However, if
they determine that the Fund's investment objectives can best be achieved by
a change in investment policy or strategy, they may do so without
shareholder approval provided that such a change is not prohibited by such
Fund's investment restrictions or applicable law. For example, the Trustees
could, as a matter of policy or strategy, decide not to enter into certain
types of transactions described above. Any material change will first be
disclosed in a current prospectus or proxy statement.
Certain Investment Restrictions
The following investment restrictions have been declared by the Fund to be
"fundamental investment policies", which means that they may not be changed
without approval by holders of a "majority" of the outstanding shares (as
defined in the 1940 Act) of the Fund:
--The Fund may not borrow money (including borrowings represented by
reverse repurchase agreements), except from banks for temporary or
emergency purposes, and then only in amounts not exceeding at any
one time 20% of the value of the Fund's total assets at the time of
the borrowings.
--The Fund may not invest more than 20% of its net assets in
repurchase agreements with any one primary dealer.
--The Fund may not invest more than 10% of its net assets in
securities restricted as to disposition under the federal securities
laws or which are otherwise considered to be "illiquid" investments,
such as restricted securities, securities having no readily
available market quotations and repurchase agreements with
maturities of more than seven days.
The Statement of Additional Information contains more information with
respect to the Fund's investment policies, information about Rule 2a-7.
WITHHOLDING CERTIFICATION
Before the 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 or her social security or taxpayer
identification number and certify that the shareholder is not subject to
withholding of dividend payments due to past under-reporting of such
payments. The Fund is required by law to withhold 31% of a shareholder's
reportable dividend payments if (i) a shareholder fails to certify as to his
or her taxpayer identification number, (ii) a shareholder fails to certify
that he or she 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 under-reported 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
Applications for the purchase of shares may be made to Lindner Government
Money Market Fund, P.O. Box 11208, St. Louis, MO, 63105. The Board of
Trustees has established $2,000 as the minimum initial purchase and $100 as
the minimum for any subsequent purchase, except in the case of dividend
reinvestment. The Fund may elect to waive the minimums for custodial
accounts. Purchase of shares will be made in full and fractional shares
computed to two decimal places. Due to the fixed expenses incurred by the
Fund in maintaining individual accounts, the Fund reserves the right to
redeem accounts that fall below the $2,000 minimum required investment due
to shareholder redemption. In order to exercise this right, the Fund will
give advance written notice of at least 30 days to the accounts below such
minimum.
The price per share, which is expected by management to remain constant at
$1.00 per share, will be the net asset value next computed after the time
the order is received in proper form and accepted by the Fund. See
"Determination of Net Asset Value and Use of Amortized Cost Method of
Valuation". The net asset value for a particular day is applicable to all
orders for the purchase of shares received at or before the close of trading
on the New York Stock Exchange ("Exchange") on that day (usually 4:00 p.m.,
Eastern time). Applications for purchase of shares received after the close
of trading on the Exchange will be based on the net asset value as
determined as of the close of trading on the next day the Exchange is open.
Generally, shares of the Fund will not be purchased on days when the Federal
Reserve Banks are closed.
The Fund's transfer agent, Ryback Management, will credit the shareholder's
account with the number of shares purchased. Written confirmations are
issued for all purchases of Fund shares. Certificates representing Fund
shares purchased will not be issued.
Purchase by Mail
To open an account by mail, simply complete an application and, together
with a check made payable to Lindner Government Money Market Fund, mail it
to P.O. Box 11208, St. Louis, MO 63105. All applications to purchase shares
are subject to acceptance or rejection by authorized officers of the Fund
and are not binding until accepted. Applications will not be accepted
unless they are accompanied by payment in U.S. funds. Payment should be
made by check drawn on a U.S. bank, savings and loan or credit union. The
Custodian will charge a $15 fee against a shareholder's account for any
payment check returned to the Custodian for insufficient funds, and the
investor involved will be responsible for any loss incurred by the Fund. It
is the policy of the Fund not to accept applications under circumstances or
in amounts considered disadvantageous for shareholders. For example, if an
individual previously tried to purchase shares with a bad check, or the
proper social security number or taxpayer identification number is omitted,
the Fund reserves the right not to accept future applications from that
individual. Any accounts (including custodial accounts) opened without a
proper social security number or taxpayer identification number may be
liquidated and distributed to the owner(s) of record on the first business
day following the 60th day of investment, net of the back-up withholding tax
amount.
The Fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposit in the mail or with
such services of purchase applications does not constitute receipt by the
Fund. Correspondence intended for overnight courier should not be sent to
the Post Office Box address. Overnight courier delivery should be sent to
Lindner Investments, 7711 Carondelet Avenue, Suite 700, St. Louis, Missouri
63105.
Purchase by Federal Wire Transfer
To purchase additional shares of the Fund by federal wire transfer, please
send to:
Star Bank, N.A.
ABA #
Trust Funds, Account #
Credit to Lindner Government Money Market Fund
[your account number and the title of the account]
If a wire purchase is to be an initial purchase, please call the Fund (314)
727-5305 with the appropriate account information prior to sending the wire
to insure proper credit. Monies received after the close of the New York
Stock Exchange will be valued at the net asset value next determined by the
Fund.
Shares of the Fund may be purchased or sold through certain broker-dealers,
financial institutions or other service providers ("Processing
Intermediaries"). When shares of the Fund are purchased in this way, the
Processing Intermediary, rather than its customer, may be the shareholder of
record. Processing Intermediaries may use procedures and impose
restrictions in addition to or different from those applicable to
shareholders who invest in the Fund directly. An investor intending to
invest in the Fund through a Processing Intermediary should read the program
materials provided by the Processing Intermediary in conjunction with this
Prospectus. Processing Intermediaries may charge fees or other charges for
the services they provide to their customers. Investors who do not wish to
receive the services of a Processing Intermediary, or pay the fees that may
be charged for such services, may want to consider investing directly with
the Fund. Direct purchase or sale of shares of the Fund may be made without
a sales or redemption.
Automatic Investment Plan
An Automatic Investment Plan is available to a shareholder of the Fund who
wishes to invest a specific amount of money on an automatic basis. A
shareholder may authorize the Fund 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 fall 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. Lindner Investments
will accept a shareholder's direct deposit in amounts of at least $100 for
the purchase shares of the Fund. Shareholders who wish to use Payroll
Deduction to invest need to obtain the proper instructions from the Fund.
Request to participate in Payroll Deduction and inquiries regarding the same
should be made to Lindner Investments, P.O. Box 11208, St. Louis, Missouri,
63105.
REDEMPTION OF SHARES
A shareholder may require the Fund at any time during normal business hours
to redeem his or her shares. Redemption requests must be signed by each
shareholder, in the exact manner as the Fund account is registered, and must
state the amount of redemption and identify the shareholder account number
and taxpayer identification number or social security number. All
redemptions will be processed at the net asset value next determined after
receipt of the request.
The Fund will return redemption requests that contain restrictions as to the
time or date redemptions are to be effected. If any portion of the shares
to be redeemed represents an investment made by personal or certified check,
the Fund reserves the right to hold a payment up to 15 days or until
satisfied that investments made by check have been collected, at which time
the redemption request will be processed and payment made. A shareholder
who anticipates the need for immediate access to their investment should
purchase shares by wiring Federal Funds.
Redemption Draft Privileges
The Fund will provide each shareholder who maintains a minimum balance of
$10,000 with drafts ("Redemption Drafts") drawn on the Fund that will clear
through Star Bank, N.A., in Cincinnati, Ohio. This privilege does not
constitute a banking function, and owning Fund shares is not equivalent to a
bank checking account. When such a Redemption Draft is presented for
payment, a sufficient number of whole and fractional shares in the
shareholder's account in the Fund to which the Redemption Draft relates will
be redeemed to cover the amount of the Redemption Draft. Redemption Drafts
may only be written for $500 or more. A shareholder wishing to use this
method of redemption must complete and file an authorization form which is
available, and an initial supply of Redemption Drafts should be received
within three weeks thereafter. If the shares to be redeemed were purchased
by check, the Fund may delay transmittal of redemption proceeds only until
such time as it is reasonably assured that good payment has been collected
for the purchase of such shares, which may be up to 15 or more days.
The Fund may refuse to honor Redemption Drafts whenever the right of
redemption has been suspended or postponed or whenever the account is
otherwise impaired. A $15 service fee will be charged when a Redemption
Draft is presented to redeem shares of the Fund in excess of the value of
the shareholder's account in the Fund. At the date of this Prospectus,
there is no other service fee associated with the Redemption Draft
privilege.
Redemption by Mail
Redemption is accomplished by delivering an original signed written request
for redemption addressed to Ryback Management Corporation, 7711 Carondelet
Avenue, Suite 700, St. Louis, Missouri 63105. Facsimile transmission of
redemption requests is not acceptable. If the account registration is
individual, joint tenants, sole proprietorship, custodial (Uniform Gift to
Minors Act), or general partners, the written request must be signed exactly
as the account is registered. If the account is owned jointly, both owners
must sign.
The Fund may require additional supporting documents for redemptions made by
corporations, executors, administrators, trustees and guardians.
Specifically, if the account is registered in the name of a corporation or
association, the written request must be accompanied by a corporate
resolution signed by the authorized person. A redemption request for
accounts registered in the name of a legal trust must have a copy of the
title and signature page of the trust agreement on file or be accompanied by
the trust agreement and signed by the trustee or trustees. If the trustee's
name is not registered on the account, a copy of the trust document
certified within the last 60 days is required.
If there is doubt as to what documents or instructions are necessary in
order to redeem shares, please write or call the Fund (314) 727-5305 prior
to submitting the redemption request. A redemption request will not become
effective until all documents have been received in proper form by the Fund.
Redemption cannot be accomplished by telegraphing the Fund. The redemption
price is the net asset value next computed after the time of receipt by the
Fund of the written request in the proper form set forth above.
All redemptions received in good order will be processed immediately upon
receipt. Share redemption orders are effected at the net asset value next
determined after receipt of the order in proper form by the Fund. The Fund
will return redemption requests that contain restrictions as to the time or
date redemptions are to be effected. The Fund ordinarily will make payment
for redeemed shares within seven days after receipt of a request in proper
form, except as provided by the rules of the Securities and Exchange
Commission. Redemption proceeds to be wired normally will be wired on the
next business day after a net asset value is determined. There is a $10.00
charge to wire the redemption proceeds. The Fund reserves the right to hold
payment up to 15 days or until satisfied that investments made by check have
been collected. During the period prior to the time the shares are
redeemed, dividends on such shares will accrue and be payable, and an
investor will be entitled to exercise all other rights of beneficial
ownership. Once a shareholder has placed a telephone redemption, it may not
be modified or canceled.
The Fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposit in the mail or with
such services redemption requests does not constitute receipt by the Fund.
Do not mail letters by overnight courier to the Post Office Box address.
Correspondence mailed by overnight courier should be sent to Ryback
Management Corporation, 7711 Carondelet, Suite 700, St. Louis, Missouri
63105.
Signature Guarantees
The following redemption requests must be in writing and must have
signatures 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.
Redemptions from IRA accounts must be in writing, but do not require
signature guarantee (unless one of the above circumstances applies). IRA
account redemptions must also be accompanied by Internal Revenue Service
Form W-4P. IRA redemptions requests not accompanied by Form W-4P. will be
subject to withholding.
Redemption by Telephone
A shareholder may redeem shares of the Fund by prepaid telephone call to the
Fund 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 Fund and have not requested an address change in the
preceding three months. The Fund reserves 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.
The Fund 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 FUND 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 Fund has failed to follow procedures such as the above.
Systematic Withdrawal Plan
A systematic withdrawal plan is available to any holder of shares of the
Fund whose total account value is at least $15,000 and who wishes to
withdraw fixed amounts of money from his investment 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.
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 shares
of a Fund at net asset value.
Shareholders may participate in the systematic withdrawal plan by signing a
form provided on request. 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.
Automatic Clearing House Payments
A shareholder may obtain the proceeds from a redemption by Automatic
Clearing House (ACH) funds if he or she has previously established ACH
privileges with the Trust and has proved the necessary information. ACH is
a convenient electronic means of cash movement that is used by thousands of
individual and corporations. Under normal circumstances, proceeds will be
posted to the shareholder's bank account the evening of the second businees
day following the date of redemption; however, the Fund has up to seven days
to disburse the proceeds. Currently, there are no fees for this service.
EXCHANGING AN INVESTMENT FROM THE FUND
TO ANOTHER SERIES OF LINDNER INVESTMENTS
General
Subject to any applicable minimum initial investment requirements, a
shareholder may exchange shares of the Fund for Investor Shares of any other
identically registered Series of 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 Series of Lindner Investments being acquired must be
qualified for sale in the shareholder's state of residence.
(2) Once a shareholder has made an exchange request by telephone or mail,
it is irrevocable and may not be modified or canceled.
(3) 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.
(4) 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").
(5) 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.
(6) 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.
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 Fund.
The initial minimum investment for an IRA Plan account for which Star Bank,
N.A., 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 fee and other information about an IRA Plan
are disclosed in Plan documents including a Disclosure Statement that must
be obtained from the Fund 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.
DETERMINATION OF NET ASSET VALUE AND
USE OF AMORTIZED COST METHOD OF VALUATION
The net asset value of a share of the Fund is determined by dividing the
total value of the net assets of the Fund by the total number of shares
outstanding at that time. The net asset value of the shares is expected by
management of the Trust to remain at $1.00 per share. Net assets of the
Fund are determined by deducting the liabilities of the Fund from its total
assets. The net asset value is determined as of the close of trading on the
New York Stock Exchange on each day that the Exchange is open for
unrestricted trading and when the Federal Reserve Banks are open for
business.
Portfolio securities are valued on an amortized cost basis, whereby a
security is initially valued at is acquisition cost. Thereafter, a constant
straight-line amortization is assumed each day regardless of the impact of
fluctuating interest rates. Pursuant to Rule 2a-7 under the 1940 Act, the
Board of Trustees has established procedures designed to stabilize the net
asset value per share at $1.00. Under most conditions, management of the
Trust believes that this will be possible, but there can be no assurance
that they can do so on a continuous basis. In connection with its use of
the amortized cost method of valuation and in order to hold itself out as a
"money market" fund, the Fund will comply with the applicable provisions of
Rule 2a-7, and in particular will comply with the following: (1) the Fund
will maintain a dollar-weighted average portfolio maturity appropriate to
its objective of maintaining a stable net asset value per share and
specifically will limit the dollar weighted average portfolio maturity of
the Fund to not more than 90 days and the remaining maturity of each
portfolio security to not more than 397 days (with certain exceptions
permitted by the rules of the Securities and Exchange Commission); (2) the
Fund will limit its portfolio investments to those instruments which its
Board of Trustees determines to present minimal credit risks, and are
otherwise in accordance with the Fund's investment objectives and
restrictions; and (3) the Fund will adhere to the portfolio diversification
requirements set forth in Rule 2a-7. Calculations are done periodically to
compare the value of the Fund's portfolio at amortized cost as compared to
current market values. In the event that the per share net asset value
should deviate from $1.00 by 1/2 of 1% or more, the Board of Trustees will
promptly consider what action, if any, should be taken.
DIVIDENDS AND DISTRIBUTIONS
On each business day that the New York Stock Exchange is open, the Fund's
net investment income will be declared at the close of the Exchange as a
daily dividend to shareholders of record prior to such close. Shareholders
will receive dividends in additional shares of the Fund unless they elect to
receive cash. Reinvestment or payment of dividends will be effected monthly
at the net asset value of the Fund on the date effected and will include
fractional shares if necessary. If cash payment is requested, checks will
be mailed within five business days after the last day of each month. If a
shareholder wishes to redeem his entire shareholdings in the Fund, all
dividends accrued to the time of redemption will be paid to him at that
time.
TAXES
Federal
The Fund will elect to be taxed as a "regulated investment company" under
Subchapter M of the Internal Revenue Code (the "Code"). Dividends (other
than distributions of long-term capital gains) are taxable to shareholders
as ordinary income, whether received in shares or cash. The Fund does not
expect to incur any long-term gains on investments. Because none of the
Fund's net investment income is expected to be derived from dividends, no
part of any distribution will be eligible for the dividends received
deduction for corporations.
Federal income tax may be required to be withheld at a rate of 31% of
distributions ("backup withholding") if a shareholder fails to furnish the
Fund with such shareholder's taxpayer identification number under oath.
Dividends to shareholders who are non-resident aliens may be subject to a
30% United States withholding tax unless a reduced rate of withholding
exemption is provided by treaty. Non-resident investors are urged to
consult their own tax advisers concerning the applicability of the United
States withholding tax.
A regulated investment company is required to pay a nondeductible 4% excise
tax to the extent it is not deemed to have distributed 98% of its ordinary
income and 98% of its net capital gain income, determined on an annual
basis. The Fund intends to distribute substantially all of its net
investment income prior to each year end, does not expect to have capital
gain income, and therefore does not expect to be subject to this excise tax.
State and Local Tax
The Fund may be subject to state or local taxes in jurisdictions in which
the Fund may be deemed to be doing business. In addition, in those states
or localities which have income tax laws, the treatment of the Fund and its
shareholders under such laws may differ from treatment under Federal income
tax laws. Shareholders should consult their own tax advisers concerning
these matters. In addition, shareholders should review with their tax
adviser the effect of investments by the Fund in repurchase agreements;
several states treat the income received by a mutual fund from repurchase
agreements as income from sources other than securities of the United States
Government or its agencies or instrumentalities, and such income may be
subject to state income or intangibles taxes.
The foregoing discussion of tax consequences is based on tax laws and
regulations in effect on the date of this Prospectus, which are subject to
change by legislative or administrative action.
MANAGEMENT OF THE TRUST
The Fund is one of seven separate series of Lindner Investments (the
"Trust"), which is an open-end management investment company registered
under the 1940 Act. The business and affairs of the Trust are managed under
the direction of its Board of Trustees. Information about the Trustees and
executive officers of the Trust may be found in the Fund's Statement of
Additional Information.
Investment Adviser and Subadviser
Ryback Management Corporation (the "Adviser" or "Ryback Management") serves
as investment adviser to each Fund. The Adviser is a Michigan corporation
formed in 1992. Under its Advisory Contract with the Trust relating to
the Fund, the Adviser is subject to the general supervision of the Trust's
Board of Trustees and manages the Fund in conformance with the stated
policies of the Fund. In this regard, it is the responsibility of the
Adviser to make investment decisions for the Fund and to place the purchase
and sale orders for the Fund transactions of the Fund. The Fund pays a fee
to the Adviser that is computed daily and payable monthly, at an annual rate
of 0.20% of the Fund's average net assets. 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 March 31,
1996, owned 77.5% 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 22.5% of the stock of the Adviser is
owned by Eric Ryback, the President of the Adviser. As of March 31, 1996,
the Adviser managed over $3.5 billion of assets.
The Adviser has entered into a Subadvisory Agreement with Star Bank, N.A.
("Star Bank" or the "Subadviser"), a national banking association. The
Subadviser is was founded in 1863 and is the largest bank and trust
organization of StarBanc Corporation. Star Bank's expertise in trust
administration, investments and estate planning ranks it among the most
predominant trust institutions in Ohio, with assets of $21.6 billion as of
December 31, 1995. Star Bank has managed commingled funds since 1957. As
of December 31, 1995, Star Bank managed nine common trust funds and
collective investment funds having a market value in excess of $279 million
As a part of its regular banking operations, Star Bank may make loans to
public companies. Thus, it may be possible from time to time for the Fund
to hold or acquire securities of companies that are also borrowing clients
of Star Bank. Both the Adviser and the Subadviser believe that any such
relationship will not be a factor in the selection of portfolio securities
four the Fund. The Subadviser's business address is 425 Walnut Street,
Cincinnati, Ohio 45202.
The Fund pays a proportionate part of all of its other costs and expenses,
including interest, taxes, fees of Trustees who are not interested persons
of the Trust, the 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),
the 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.
Custodian
Star Bank serves as custodian for all of the Series of Lindner Investments,
including the Fund, for which it is compensated under a separate agreement.
Its fees are computed on the basis of the total amount of assets under
custody from all of the different series of Lindner Investments. Star Bank
also receives compensation from the Fund for costs associated with clearing
redemption drafts, and for its standard bank charges for processing lock box
deposits, processing redemption drafts, and performing other banking
services for the Fund.
Administrator, Transfer Agent and Dividend Disbursing Agent
Ryback Management is the administrator of the Fund and its transfer agent
and dividend disbursing agent. As administrator, Ryback Management
administers the Fund's corporate affairs, subject to the supervision of the
Fund's Trustees and, in connection therewith, furnishes the Fund with office
facilities, together with ordinary clerical and shareholder services.
Ryback Management has authorized any of its directors, officers, and
employees who have been elected as officers or Trustees of the Fund to serve
in the capacities to which they have been elected. All services furnished
to the Fund by Ryback Management may be furnished through the medium of any
of its directors, officers, or employees. Ryback Management bears the
salaries and expenses of all of its personnel providing services to the Fund
and all expenses incurred by Ryback Management in connection with
administering the ordinary course of the Fund's business, other than those
assumed by the Fund.
The Administrative Services Agreement between the Fund and Ryback Management
provides for compensation to Ryback Management for its services as
administrator of an amount equal on an annual basis to 0.20% of the Fund's
average net assets. Ryback also serves the Fund as its transfer and
dividend disbursing agent, for which it is compensated under a separate
agreement. Its fees for these services are equal to $0.8333 per shareholder
account per month, and are paid monthly.
Doug T. Valassis and Eric E. Ryback, Chairman and President, respectively,
and Trustees of the Fund, presently serve as the Chairman and President,
respectively, of Ryback Management.
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.
Fund Expenses
The Fund is responsible for the payment of its expenses. These include, for
example, fees payable to the Adviser or expenses otherwise incurred by the
Fund in connection with the management of the investment of the Fund's
assets, the fees and expenses of Star Bank as the Fund's Custodian and of
Ryback Management as its transfer and dividend disbursing agent, the fees
payable to Ryback Management under the Administrative Services Agreement,
the fees and expenses of Trustees who are not affiliated with the Adviser,
and various other business expenses of the Fund. The Statement of
Additional Information describes in more detail the fees and expenses borne
by the Fund.
EFFECT OF BANKING LAWS
The Glass-Steagall Act and other banking laws and regulations presently
prohibit a bank holding company registered under the federal Bank Holding
Company Act of 1956, as amended, or any affiliate of such a bank holding
company, from sponsoring, organizing or controlling a registered open-end
investment company continuously engaged in the issuance of its shares, and
from issuing, underwriting, selling or distributing securities in general.
Such laws and regulations do not prohibit such a bank holding company or its
affiliates from acting as an investment adviser, transfer agent or custodian
to such an investment company or from purchasing shares of such an
investment company as agent for and upon the order of their customers. The
Fund's Subadviser, Star Bank, is subject to such laws and regulations.
Star Bank believes that it may perform the services of a Subadviser to the
Fund without violating the Glass-Steagall Act or other applicable banking
laws or regulations. Changes in either federal or state laws and
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of laws and regulations, could prevent Star
Bank from continuing to perform all or a part of the services provided to
the Fund. In such event, changes in the operations of the Fund may occur,
and the Board of Trustees of the Trust would then consider alternative
arrangements with a subadviser and other means of continuing available
investment services.
PERFORMANCE AND YIELD INFORMATION
From time to time, in advertisements or in reports to shareholders, the
performance and yield of the Fund may be quoted and compared to those of
other mutual funds with similar investment objectives and to stock or other
relevant indices or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual
funds. For example, the yield of the Fund may be compared to the Donoghue's
Treasury Money Fund Average, which is an average compiled by IBC/Donoghue's
Money Fund Report, a widely recognized independent publication that monitors
the performance of Government Money Market funds, or to the average yields
reported by the Bank Rate Monitor for Government Money Market deposit
accounts offered by the 50 leading banks and thrift institutions in the top
five standard metropolitan statistical areas. Performance and yield data as
reported in national financial publications including, but not limited to,
Money Magazine, Forbes, Barron's, The Wall Street Journal and The New York
Times, or in publications of a local or regional nature, may also be used in
comparing the performance and yield of the Fund.
The "yield" of the Fund will refer to the income generated in the Fund over
a seven-day period identified in the advertisement. This income is
annualized, i.e., the income during a particular week is assumed to be
generated each week over a 52-week period and is shown as a percentage of
the investment. The Fund may also advertise its "effective yield" which is
calculated similarly but, when annualized, income is assumed to be
reinvested, thereby making the "effective yield" slightly higher because of
the compounding effect of the assumed reinvestment.
The Fund's yield is based on historical earnings and will fluctuate and
should not be considered as representative of future performance. Since
yields fluctuate, yield data cannot necessarily be used to compare an
investment in the Fund's shares with bank deposits, savings accounts and
similar investment alternatives which often provide an agreed or guaranteed
fixed yield for a stated period of time. Performance and yield are
generally functions of kind and quality of the instruments held in the Fund,
Fund maturity, operating expenses, and market conditions. The fees which
may be imposed by Institutions or other financial intermediaries on their
customers for cash management and other services are not reflected in the
Fund's calculations of yield.
CERTAIN OTHER MATTERS
The Declaration of Trust of Lindner Investments permits the Trustees to
issue an unlimited number of full and fractional to issue shares and to
create an unlimited number of series of shares ("Series"). Each share is
entitled to one vote on all matters submitted for a vote, and shares have
equal voting rights, except that only shares of a particular Series are
entitled to vote on matters affecting only that Series. Shares do not have
cumulative voting rights.
The Trustees are responsible for the management of the business and affairs
of the Fund. The Trustees meet quarterly to review the performance of the
Fund with the administrator and with the Adviser. Extensions of the
Advisory Agreement and the Administrative Services Agreement are subject to
Trustee approval annually. The Trustees also select the Fund's independent
auditors annually.
The Fund does not as a rule hold annual meetings. The term of office of
each Trustee is of unlimited duration, subject to certain removal
procedures, including certain procedures which may be initiated by
shareholders. Further information about such procedures is contained in the
Statement of Additional Information. Trustees may appoint their own
successors, provided that the appointment of Trustees who are not
"interested persons" as defined in the Investment Company Act of 1940 is
committed to the discretion of those Trustees who are also not interested
persons. No appointment of a Trustee by other Trustees may be made if such
appointment would create a body of Trustees more than one-third of which has
not been elected by the shareholders of the Fund, and a special meeting of
shareholders must be called to elect Trustees if at any time less than a
majority of the current Trustees has been elected by shareholders of the
Fund.
Under the laws of certain jurisdictions, the shareholders of a business
trust may, under certain circumstances, be held personally liable for its
obligations. Therefore, the Declaration of Trust for the Fund contains an
express disclaimer of shareholder liability for acts or obligations of the
Fund and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Fund or the
Trustees. In addition, upon payment of any such liability, a shareholder
will be entitled to reimbursement from the general assets of the Fund in
which that shareholder has an interest. In the event the Fund was unable to
meet its obligations, the remaining Funds would assume the unsatisfied
obligation of that Fund. The Trustees intend to conduct the operations of
the Fund, with the advice of counsel, in such a way so as to avoid, as far
as possible, ultimate liability of the shareholders for liabilities of the
Fund or any of its Funds.
The Trust will send annual and semi-annual reports of the Fund to its
shareholders. The financial statements appearing in the annual report will
be audited by independent accountants. In addition, Ryback Management, as
transfer agent, will send to each shareholder having an account directly
with the Fund 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 distributions paid. All
securities and cash of the Fund will be held by the Custodians. Ryback
Management will act as dividend disbursing and transfer agent for the Fund.
Inquiries regarding the Fund 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 the Fund will
be passed upon by Dykema Gossett PLLC, Detroit, Michigan, counsel to the
Trust.
<PAGE>
<PAGE>
[BACK COVER]
LINDNER INVESTMENTS
7711 Carondelet Avenue, Suite 700
P.O. Box 11208
St. Louis, Missouri 63105
INVESTMENT ADVISER
Ryback Management Corporation
SUB-ADVISER
Star Bank, N.A.
CUSTODIAN
Star Bank, N.A.
COUNSEL
Dykema Gossett PLLC
INDEPENDENT AUDITORS
Deloitte & Touche LLP
ADMINISTRATOR AND 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 July 6, 1996, 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 Fund since the date hereof.
LINDNER GOVERNMENT MONEY MARKET FUND
A Mutual Fund whose
primary objective is
the production of
current income consistent
with preservation of capital
PROSPECTUS DATED JULY 6, 1996
<PAGE>
<PAGE>
LINDNER INVESTMENTS
STATEMENT OF ADDITIONAL INFORMATION
for
LINDNER GOVERNMENT MONEY MARKET FUND
This Statement of Additional Information ("Statement of Additional
Information" or "SAI") is meant to be read in conjunction with the
Prospectus of Lindner Investments (the "Trust"), dated July 6, 1996, for the
Lindner Government Money Market Fund ( the "Fund"), which is a separate
series of the Trust; this SAI is incorporated by reference in its entirety
into such Prospectus. The Fund 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 Fund should be made solely upon the information
contained herein. Copies of the Prospectus for the Fund may be obtained by
writing or calling Lindner Investments. Capitalized terms used but not
defined herein have the same meanings as in the Prospectus.
July 6, 1996
<PAGE>
<PAGE>
TABLE OF CONTENTS
Introduction..................................... 2
Investment Objectives and Policies............... 3
Management of the Trust ......................... 9
Investment Advisory and Other Services .......... 10
Brokerage Allocation ............................ 11
Performance and Computation of Yield; Determination
of Net Asset Value per Share and of Net
Investment Income; Expenses.................... 12
Purchase of Shares .............................. 15
Exchanging an Investment in the Fund to Another
Series of Lindner Investments ................. 17
Redemption of Shares............................. 19
Effect of Banking Laws .......................... 20
Certain Other Matters............................ 20
Financial Statements............................. 21
INTRODUCTION
This Statement of Additional Information supplements the description
of the Lindner Government Money Market Fund (the "Fund") contained in the
prospectus relating to the Fund (the "Prospectus") and provides additional
information about the Fund and its activities which may be of interest to
investors. The following brief summary of the Fund's organization and
management is provided for convenience. This Statement of Additional
Information is not a prospectus and should be read in conjunction with the
Prospectus which has been filed with the Securities and Exchange Commission
and is available upon oral or written request, without charge, to the Fund
at 7711 Carondelet Avenue, Suite 700, St. Louis, Missouri, 63015; telephone:
(314) 727-5305.
The Fund
The Fund is a separate series of Lindner Investments, a Massachusetts
business trust (the "Trust"). The Fund is an open-end, diversified
management investment company. It is not a bank, nor does it offer
fiduciary or trust services. The Trust currently offer six other series of
shares (the "Series"), each of which constitutes separate series and has its
own separate portfolio of investment securities and its own investment
objectives and policies. This Statement of Additional Information does not
discuss any of the other Series of the Trust, and a separate Statement of
Additional Information is available for this purpose. At the date of this
Statement of Additional Information, the Fund's shares of beneficial
interest ("shares") are comprised of one class only; in the future, the
Trust may consider the creation of a separate class of shares for the Fund,
as it has done for its six other Series.
Management of the Fund
Ryback Management Corporation (the "Adviser" or "Ryback Management") is the
investment adviser and administrator the Fund. Ryback Management also
serves as the Fund's Transfer Agent and Dividend Disbursing Agent, and
receives compensation from the Fund for these services in addition to fees
as investment adviser and administrator. Star Bank, N.A. ("Star Bank"), a
national banking association, serves as the Fund's Custodian. The Adviser
has also entered into a Subadvisory Agreement with Star Bank, pursuant to
which Star Bank serves as the subadviser for the Fund; fees paid to Star
Bank under this arrangement are paid by the Adviser and not the Fund. The
Adviser and Star Bank are subject to the overall management and supervisory
responsibility of the Trust's officers and its Board of Trustees.
INVESTMENT OBJECTIVES AND POLICIES
As stated in the Prospectus, the investment objective of the Fund is to
provide a high level of current income consistent with the preservation of
capital and liquidity. A description of the types of securities purchased
by the Fund is contained in the Prospectus under the caption "Investment
Objectives and Policies". While there is no assurance that the Fund will
achieve its objective, it endeavors to do so by following the investment
policies described herein.
Investment Policies
The Fund pursues its investment objective by investing only in a portfolio
of U.S. government securities maturing in thirteen months or less, and in
repurchase agreements collateralized by U.S. government securities
("Government Money Market Securities"). The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days' or less. Unless otherwise indicated, the investment
policies of the Fund may be changed by the Board of Trustee of the Trust
without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.
United States Government Securities. The Fund invests in United States
Government securities. These instruments are either issued or guaranteed by
the U.S. Government, its agencies and instrumentalities. These securities
include issues of the United States Treasury, such as bills, notes and
bonds, and issues of agencies and instrumentalities of the U.S. Government
which are established under the authority of an Act of Congress. Issues of
such agencies and instrumentalities may include, for example, securities
issued by the Government National Mortgage Association, the Tennessee Valley
Authority, the Farmers Home Administration, Federal Home Loan Banks, Federal
Intermediate Credit Banks, Federal Land Banks, Federal Housing
Administration, the Federal National Mortgage Association, the Federal Home
Loan Mortgage Corporation, the Farm Credit System, and the Student Loan
Marketing Association. Some of these securities, such as U.S. Treasury
bills, notes and bonds, are supported by the full faith and credit of the
U.S. Treasury; others, such as obligations of the Federal National Mortgage
Association, are not full faith and credit obligations of the U.S. Treasury
but are supported to a limited extent by the discretionary authority of the
U.S. Treasury to make loans to the issuer; and others, such as securities
issued by the Federal Home Loan Banks, are sponsored by the U.S. Government
but are supported only by the credit of the instrumentality itself. No
assurance can be given that the U.S. Government would provide financial
support to its sponsored instrumentalities if it is not obligated to do so
by law. The Fund will invest in the securities of such an instrumentality
only when it is satisfied that the credit risk with respect to such
instrumentality is minimal. The Fund does not invest in obligations insured
by the Federal Deposit Insurance Corporation.
Repurchase Agreements. The Fund will also engage in repurchase agreement
transactions, and the Fund's portfolio may from time to time entirely
comprise securities subject to repurchase agreements. Under the terms of a
typical repurchase agreement, the Fund acquires an underlying debt
obligation for a relatively short period (usually not more than one week)
subject to an obligation of the seller to repurchase, and the Fund to
resell, the obligation at an agreed-upon price and time, thereby determining
the yield during the Fund's holding period. This arrangement results in a
fixed rate of return that is not subject to market fluctuations during the
Fund's holding period. Repurchase agreements are considered loans
collateralized by the underlying securities. The Fund may enter into
repurchase agreements with respect to its portfolio securities with brokers,
dealers, and commercial banks. The Fund will engage in such transactions
only with institutions included on the Federal Reserve System's list of
institutions, commonly referred to as "primary dealers", with whom the
Federal Reserve open market desk will do business. Under each repurchase
agreement the selling institution will be required to maintain the value of
the securities subject to the repurchase agreement at not less than 102% of
their repurchase price. Repurchase agreements could involve certain risks
in the event of default or insolvency of the other party, including possible
delays or restrictions upon the Fund's ability to dispose of the underlying
securities. The Subadviser, acting under the supervision of the Adviser and
the Trust's Board of Trustees, reviews the credit-worthiness of institutions
with whom the Fund enters into repurchase agreements to evaluate these
risks, and also monitors the status of repurchase agreements to insure that
the value of the collateral equals or exceeds 102% of the amount of the
repurchase obligation and in the event of a shortfall takes such action as
it deems appropriate (which may include a demand for additional collateral
from the selling institution and will include such a demand if the value of
the collateral has fallen below 100% of the amount of the repurchase
obligation).
Lending of Portfolio Securities. The Fund may also lend its portfolio
securities to brokers, dealers, and financial institutions provided that
cash or cash equivalent collateral, or letters of credit to the extent
permitted by law, equal to at least 100% of the market value of the
securities loaned, is maintained by the borrower with the Fund. Any loans
of portfolio securities will be made according to guidelines established by
the Securities and Exchange Commission and the Trust's Board of Trustees.
During the time when securities are on loan, the borrower will pay any
income accrued thereon and the Fund may invest the cash collateral and earn
additional income, or may receive an agreed upon fee from the borrower.
Loans will be subject to termination at the Fund's or the borrower's option.
The Fund may pay reasonable fees to persons unaffiliated with it in
connection with such loans. In determining whether to lend securities to a
particular broker, dealer, or financial institution, the Adviser will
consider all relevant facts and circumstances, including the credit-
worthiness of the broker, dealer, or institution. The Fund will not enter
into any securities lending agreement having a duration greater than one
year; and any securities with maturities in excess of one year that the Fund
may receive as collateral for a particular loan will not become part of the
Fund either at the time of the loan or in the event the borrower defaults on
its obligation to return the loaned securities.
When-Issued and Delayed Delivery Transactions. The Fund may purchase
securities on a when-issued or delayed delivery basis. These transactions
are arrangements in which the Fund purchases securities with payment and
delivery scheduled for a future time. The seller's failure to complete
these transactions may cause the Fund to miss a price or yield considered to
be advantageous. Settlement dates may be a month or more after entering
into these transactions, and the market values of the securities purchased
may vary from the purchase prices. Accordingly, the Fund may pay more or
less than the market value of the securities on the settlement date. The
Fund may dispose of a commitment prior to settlement if the Subadviser deems
it appropriate to do so. In addition, the Fund may enter into transactions
to sell its purchase commitments to third parties at current market values
and simultaneously acquire other commitments to purchase similar securities
at later dates. The Fund may realize short-term profits or losses upon the
sale of such commitments.
Investment Limitations
The following investment restrictions have been declared by the Fund to be
"fundamental investment policies", which means that they may not be changed
without approval by holders of a "majority" of the outstanding shares (as
defined in the 1940 Act) of the Fund:
--The Fund may not borrow money (including borrowings represented by
reverse repurchase agreements), except from banks for temporary or
emergency purposes, and then only in amounts not exceeding at any
one time 20% of the value of the Fund's total assets at the time of
the borrowings.
--The Fund may not invest more than 20% of its net assets in
repurchase agreements with any one primary dealer.
--The Fund may not invest more than 10% of its net assets in
securities restricted as to disposition under the federal securities
laws or which are otherwise considered to be "illiquid" investments,
such as restricted securities, securities having no readily
available market quotations and repurchase agreements with
maturities of more than seven days.
In order to permit the sale of shares of the Fund in certain states, the
Trustees may, in their sole discretion, adopt more restrictive limitations
than those described above. Should the Trustees determine after doing so
that any such more restrictive policy is no longer in the best interest of
such Fund and its shareholders, the Fund may cease offering shares in the
state involved, and the Trustees may revoke the more restrictive
limitations. Moreover, if the states involved shall no longer require any
such more restrictive limitations, the Trustees may, in their sole
discretion, revoke them.
The Government Money Market Securities in which the Fund invests are traded
primarily in the over-the-counter market. Where possible, the Fund will
deal directly with dealers who make a market in the securities involved
except in those circumstances where better prices and execution are
available elsewhere. Such dealers usually are acting as principal for their
own account. On occasion, securities may be purchased directly from the
issuer.
Under the Investment Company Act of 1940, persons affiliated with the Fund
are prohibited from dealing with the Fund as principals in the purchase and
sale of securities unless a permissive order allowing such transactions is
obtained from the Securities and Exchange Commission. Since
over-the-counter transactions are usually principal transactions, affiliated
persons of the Fund, including the Subadviser, may not serve as dealers for
the Fund in connection with such transactions. The Subadviser, in addition,
will not serve as the Fund's broker in over-the-counter transactions
conducted on an agency basis. The Fund will not purchase securities from
any underwriting syndicate of which the Subadviser is the manager.
The Fund will not write, purchase, or sell puts (except as permitted by Rule
2a-7 under the Investment Company Act of 1940), calls, straddles, spreads,
or combinations thereof. Shareholders will be notified in writing prior to
any change of this policy.
Determination of Maturity
As described in the Prospectus, a security will not be purchased by the Fund
unless its maturity is 397 days or less from the date of purchase, and the
dollar-weighted average maturity of the Fund will not exceed 90 days. The
maturity of the Fund investment security is determined pursuant to Rule 2a-7
under the Investment Company Act of 1940. Rule 2a-7 provides that the
maturity of an instrument will be deemed to be the period remaining until
the date noted on the face of the instrument as the date on which the
principal amount must be paid or, in the case of an instrument called for
redemption, the date on which the redemption payment must be made, except as
follows:
(i) Certain U.S. Government Instruments. An instrument that is
issued or guaranteed by the United States Government or an agency
thereof which has a variable rate of interest readjusted no less
frequently than every 762 days will be deemed to have a maturity
equal to the period remaining until the next readjustment of the
interest rate.
(ii) Variable Rate Instruments. A "variable rate instrument"
(defined as an instrument the terms of which provide for
establishment of a new interest rate on set dates and which, upon
such adjustment, can reasonably be expected to have a market value
that approximates its par value), the principal amount of which is
scheduled on the face of the instrument to be paid in 397 calendar
days or less, will be deemed to have a maturity equal to the period
remaining until the next readjustment of the interest rate.
(iii) Variable Rate Instruments Subject to Demand Feature. A
variable rate instrument that is subject to a demand feature will be
deemed to have a maturity equal to the longer of the period
remaining until the next readjustment of the interest rate or the
period remaining until the principal amount can be recovered through
demand.
(iv) Floating Rate Instruments Subject to Demand Feature. A
"floating rate instrument" (defined as an instrument the terms of
which provide for adjustment of the interest rate whenever a
specified interest rate changes and which, at any time, can
reasonably be expected to have a market value that approximates its
par value) that is subject to a demand feature will be deemed to
have a maturity equal to the period remaining until the principal
amount can be recovered through demand.
(v) Repurchase Agreements. A repurchase agreement will be
treated as having a maturity equal to the period remaining until the
date on which the repurchase of the underlying securities is
scheduled to occur, or where no date is specified but the agreement
is subject to demand, the notice period applicable to a demand for
the repurchase of the securities.
(vi) Fund Lending Agreements. The Fund lending agreement will be
treated as having a maturity equal to the period remaining until the
date on which the loaned securities are scheduled to be returned, or
where no date is specified but the agreement is subject to demand,
the notice period applicable to a demand for the return of the
loaned securities.
A "demand feature" is defined in Rule 2a-7 as a put that entitles the holder
to receive the principal amount of the underlying security or securities and
which may be exercised either (a) at any time on no more than 30 days'
notice or (b) at specified intervals not exceeding 397 days and upon no more
than 30 days' notice.
Because the Fund intends to utilize the procedures specified in Rule 2a-7 to
determine the maturity of its Fund instruments, further revision of Rule
2a-7 or pronouncements clarifying or interpreting the scope of its
application may affect the Fund's method for determining maturity of its
Fund instruments.
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.
Position(s)
Held With Principal Occupation(s)
Name, Address and Age The Trust During Past 5 Years
- --------------------- --------- -----------------------
Doug T. Valassis, 44* Chairman Since 1993, Chairman and
520 Lake Cook Road of the Board Director of the Trust. Chairman
Suite 325 and Trustee and Treasurer of the Adviser
Deerfield, IL 60015 since 1992. President and
Chief Executive Officer of
Franklin Enterprises, Inc.,
a private investment firm,
for more than last five years.
Eric E. Ryback, 44* President Since 1993, Trustee and
7711 Carondelet Ave. and Trustee President of the Trust.
Suite 700 President and Director of the
St. Louis, MO 63105 of the Adviser since 1992.
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 investment adviser
to LFI and LDFI.
Robert A. Lange, 51 Senior Vice Served for more than past five
7711 Carondelet President years as Senior Vice President
Suite 700 of LFI, LDFI and, prior to
St. Louis, MO 63105 1993, LMC. Since 1993, serves
as Senior Vice President of the
Adviser.
Brian L. Blomquist, 37 Admin. Vice Served for more than past five
7711 Carondelet Ave. President, years as Administrative Vice
Suite 700 Secretary and President and Secretary of LFI,
St. Louis, MO 63105 Treasurer LDFI and, prior to 1993 LMC.
Since 1993, has served as Vice
President - Operations,
Treasurer and Assistant
Secretary of the Adviser and
Treasurer of the Trust.
Lawrence G. Callahan, 36 Vice President Vice President of LFI and LDFI
7711 Carondelet Ave. 1992 to 1995. Previously
Suite 700 served as research assistant to
St. Louis, MO 63105 LFI and LDFI for more than five
years. Since 1993, serves as
Vice President of the Adviser.
Terrence P. Fitzgerald, 40 Trustee Vice President, Development
2407 Stryker Avenue Director, The Mills
Vienna, VA 22181 Corporation, since January
1996; Senior Counsel, The May
Department Stores, from April
1993 until December 1995; Vice
President, May Realty, Inc.,
from April 1990 until April
1993.
Marc P. Hartstein, 43 Trustee For more than five years has
3 Middlebrook Lane been employed by
St. Louis, MO 63141 Anheuser-Busch, Inc., 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, 52 Trustee For more than past five years,
970 E. Deerpath Rd. has served as President and
Lake Forest, IL 60045 Executive Officer of Murcom
Financial, Ltd., a private
investment firm.
Robert L. Byman, 50 Trustee Partner in the law firm of
Jenner & Block Jenner & Block, Chicago,
One IBM Place Illinois, for than the past
Chicago, IL 60611 five years.
Peter S. Horos, 47 Trustee Investment Manager, Allstate
All State Insurance Company, Northbrook,
All State Plaza Illinois, for more than the
Northbrook, IL 60062 past five years.
Dennis P. Nash, 44 Trustee Vice President, Nellis Feed
Nellis Feed Company Company, a feed ingredient
899 Skokie Blvd. broker, for more than the past
Northbrook, IL 60062 five years.
______________
* Messrs. Ryback and Valassis are interested persons of the Funds, as
defined by the Investment Company Act of 1940.
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 remuneration from the Trust or such other mutual fund as
officers or employees of the Trust or of any such other mutual funds.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Shareholders of the Fund will vote separately, as a separate series of the
Trust, 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 April 30, 1996, no person beneficially owned, either directly or
indirectly, more than 25% of the voting securities of the Trust or any
Series, nor had the Trust or any other person acknowledged or asserted the
existence of control over the Trust, nor had there been any adjudication
under the Investment Company Act of 1940 that control over the Trust or any
Series exists. In addition, at April 30, 1996, 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.
As of April 30, 1996, the officers and Trustees of the Trust, as a group,
owned the following amounts of shares in each Series (other than the Fund,
which had no shareholders at such date):
Name of No. of
Fund Shares % of Total
- ------- ------ ----------
Lindner Dividend Fund--
Investor Shares .......... 87,872 shs. 0.12%
Institutional Shares ..... 0 shs. 0%
Lindner Growth Fund--
Investor Shares .......... 106,834 shs. 0.18%
Institutional Shares ..... 0 shs. 0%
Lindner Utility Fund
Investor Shares .......... 16,273 shs. 0.85%
Institutional Shares ..... 0 shs. 0%
Lindner Bulwark Fund
Investor Shares .......... 48,917 shs. 1.22%
Institutional Shares ..... 0 shs. 0%
Lindner/Ryback Small-Cap Fund
Investor Shares .......... 40,388 shs. 2.90%
Institutional Shares ..... 0 shs. 0%
Lindner International Fund
Investor Shares .......... 19,528 shs. 24.82%
Institutional Shares ..... 0 shs. 0%
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
Ryback Management is controlled by three irrevocable trusts u/t/a dated
October 14, 1992 (the "Valassis Trusts"), which as of April 30, 1996, held
77.5% 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 Trust".
The Adviser is a Michigan corporation formed in 1992. Under the Trust's
Advisory Agreement with the Adviser with respect to the Fund, the Adviser
provides the Fund with investment advisory services in conformance with the
stated policies of the Fund and is subject to the general supervision of the
Trust's Board of Trustees. The Fund pays a fee to the Adviser that is
computed daily and payable monthly, at an annual rate of 0.20% of the Fund's
average net assets. 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. As of April 30, 1996,
the Adviser managed over $3.5 billion of assets.
Subadviser
The Adviser has entered into a Subadvisory Agreement with Star Bank, N.A.
(the "Subadviser"), a national banking association. Under the Subadvisory
Agreement, it is the responsibility of the Subadviser to make investment
decisions for the Fund and to place the purchase and sale orders for the
portfolio transactions of the Fund, subject to the supervision of the
Adviser and the Board of Trustees of the Trust. As compensation for these
services, the Adviser pays a fee to the Subadviser that is computed daily
and payable monthly, at an annual rate of 0.10% of the first $250,000,000 of
the Fund's average net assets and at an annual rate of 0.08% of the Fund's
assets in excess of $250,000,000. The Subadviser is was founded in 1863 and
is the largest bank and trust organization of StarBanc Corporation. Star
Bank's expertise in trust administration, investments and estate planning
ranks it among the most predominant trust institutions in Ohio, with assets
of $21.6 billion as of December 31, 1995. Star Bank has managed commingled
funds since 1957. As of December 31, 1995, Star Bank managed nine common
trust funds and collective investment funds having a market value in excess
of $279 million As a part of its regular banking operations, Star Bank may
make loans to public companies. Thus, it may be possible from time to time
for the Fund to hold or acquire securities of companies that are also
borrowing clients of Star Bank. Both the Adviser and the Subadviser believe
that any such relationship will not be a factor in the selection of
portfolio securities four the Fund. The Subadviser's business address is
425 Walnut Street, Cincinnati, Ohio 45202.
Custodian
Star Bank, N.A., serves as custodian of all cash and domestic securities of
all of the Series of the Trust, including the Fund, for which it is
compensated under a separate agreement. Star Bank receives a monthly fee
based on monthly average net assets of all Series of the Trust (including
the Fund), 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 all Series on the basis of their net asset
values. Star Bank also receives compensation from the Fund for costs
associated with clearing redemption drafts, and for its standard bank
charges for processing lock box deposits, processing redemption drafts, and
performing other banking services for the Fund.
Administrator
Ryback Management is the administrator of the Fund and as such it
administers the Fund's corporate affairs, subject to the supervision of the
Fund's Trustees and, in connection therewith, furnishes the Fund with office
facilities, together with ordinary clerical and shareholder services.
Ryback Management has authorized any of its directors, officers, and
employees who have been elected as officers or Trustees of the Fund to serve
in the capacities to which they have been elected. All services furnished
to the Fund by Ryback Management may be furnished through the medium of any
of its directors, officers, or employees. Ryback Management bears the
salaries and expenses of all of its personnel providing services to the Fund
and all expenses incurred by Ryback Management in connection with
administering the ordinary course of the Fund's business, other than those
assumed by the Fund. The Administrative Services Agreement between the
Fund and Ryback Management provides for compensation to Ryback Management
for its services as administrator of an amount equal on an annual basis to
0.20% of the Fund's average net assets.
Transfer Agent and Dividend Disbursing Agent
Under the Transfer Agency Agreement between the Trust and Ryback Management
with respect to the Fund, Ryback Management maintains shareholder records
and keeps such accounts, books, records, or other documents as the Fund is
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 Fund's shares, mails the Fund's prospectuses and proxy
statements to the Fund's shareholders, and disburses dividend payments. For
these services Ryback Management is paid a fee of $0.8333 per shareholder
account per month, and this fee is paid monthly.
The Transfer Agency Agreement may be terminated by the Trust or Ryback
Management upon 60 days' notice, and 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 its 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 Transfer Agency
Agreement is terminated for either of the foregoing reasons, the Trust's
trustees will 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.
Doug T. Valassis and Eric E. Ryback, Chairman and President, respectively,
and Trustees of the Fund, presently serve as the Chairman and President,
respectively, of Ryback Management.
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.
BROKERAGE ALLOCATION
Placement of the Fund's orders to buy and sell portfolio securities is the
responsibility of the Subadviser. Policies underlying the allocation of
brokerage are subject to review by the Adviser and the Trust's Board of
Trustees. In the allocation of such orders and the resulting commissions,
the following factors are considered:
--The Subadviser's past experience, in dealing with various brokers,
of attaining the Fund's objectives of good execution at the most
favorable price;
--The services furnished by the broker in providing price
quotations;
--The part, if any, played by the broker or dealer in bringing the
security involved to the Subadviser's attention and providing
information, research and analysis with respect thereto; and
--Commission rates (see discussion below).
It is the policy of the Subadviser 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 Subadviser 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 Fund by a broker
include calling attention to a security and providing information about
investment opportunities over and above that otherwise publicly available.
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 Subadviser's activities and
facilities, but does not reduce its expenses. The Subadviser's authority to
incur such fees is subject to policy review by the Adviser and the Trust's
Board of Trustees. The Subadviser executes transactions for the Fund only
with unaffiliated dealers, but such dealers may be customers of other
divisions of the Subadviser. The Subadviser may make bulk purchases of
securities for the Fund and for other customer accounts (including its own
investment funds), in which case the Fund will be charged a pro rata share
of the transaction costs incurred in making the bulk purchase. The Fund
will not purchase securities from or sell Fund securities to the Subadviser.
PERFORMANCE AND COMPUTATION OF YIELD; DETERMINATION OF NET ASSET
VALUE PER SHARE AND OF NET INVESTMENT INCOME; EXPENSES
From time to time, in advertisements or in reports to shareholders, the
performance and yield of the Fund may be quoted and compared to those of
other mutual funds with similar investment objectives and to stock or other
relevant indices or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual
funds. For example, the yield of the Fund may be compared to the Donoghue's
Treasury Money Fund Average, which is an average compiled by IBC/Donoghue's
Money Fund Report, a widely recognized independent publication that monitors
the performance of Government Money Market funds, or to the average yields
reported by the Bank Rate Monitor for Government Money Market deposit
accounts offered by the 50 leading banks and thrift institutions in the top
five standard metropolitan statistical areas. Performance and yield data as
reported in national financial publications including, but not limited to,
Money Magazine, Forbes, Barron's, The Wall Street Journal and The New York
Times, or in publications of a local or regional nature, may also be used in
comparing the performance and yield of the Fund.
The Fund's yield is based on historical earnings and will fluctuate and
should not be considered as representative of future performance. Since
yields fluctuate, yield data cannot necessarily be used to compare an
investment in the Fund's shares with bank deposits, savings accounts and
similar investment alternatives which often provide an agreed or guaranteed
fixed yield for a stated period of time. Performance and yield are
generally functions of kind and quality of the instruments held in the Fund,
Fund maturity, operating expenses, and market conditions. The fees which
may be imposed by Institutions or other financial intermediaries on their
customers for cash management and other services are not reflected in the
Fund's calculations of yield.
Computation of Yield
The Fund's standard yield quotations as they appear in advertising and sales
materials, and as disclosed in the Prospectus, are calculated by a standard
method prescribed by rules of the Securities and Exchange Commission. Under
that method, the yield quotation is based on a recent seven-day period and
computed as follows: the Fund's average daily net investment income per
share during the seven-day period is divided by the average daily price per
share (expected to remain constant at $1.00) during the period. The result
is then multiplied by 365 with the resulting annualized yield figure
carried to the nearest one-hundredth of one percent. "Effective Yield" is
computed in the same manner except that when annualized the income earned by
the Fund is assumed to be reinvested, thus resulting in a higher return
because of the compounding effect. The Fund's average daily net investment
income for this purpose consists of accrued income on such Fund's investment
securities, plus or minus amortized purchase discount or premium, less
accrued expenses. Realized capital gains or losses and unrealized
appreciation or depreciation of the Fund's investment securities are not
included in the calculation. Any fee charged to all shareholder accounts,
such as a fixed monthly shareholder service fee, will be included in the
accrued expenses of the Fund (the Fund does not currently expect to charge
such fees), and the average price per share of the Fund will include any
changes in net asset value during the seven-day period.
Because the Fund values its Fund on an amortized cost basis, it does not
believe that there is likely to be any material difference between net
income for dividend and standardized yield quotation purposes.
The yield on the Fund will fluctuate daily as the income earned on the
investments of the Fund changes at certain times. Accordingly, there is no
assurance that the yield quoted on any given occasion will remain in effect
for any period of time. The yield should not be compared to other open-end
investment companies, or to bank time deposits and other debt securities
which provide for a fixed yield for a given period of time and which may
have a different method of computation.
Determination of Net Asset Value Per Share
As stated in the Prospectus, the net asset value of the Fund is determined
as of 3:00 p.m., Central time, on each business day, defined as days on
which both the New York Stock Exchange and The Federal Reserve Bank are open
for business. The New York Stock Exchange is closed on each of the
following holidays: New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Thanksgiving Day, and Christmas Day. For the purpose of
determining the price at which shares of the Fund are issued and redeemed,
the net asset value per share is calculated by: (a) valuing all securities
and instruments of such Fund as set forth below; (b) deducting the Fund's
liabilities, all of which are allocated to the separate Funds either
directly, if applicable, or in such manner as the Trustees shall deem fair
and equitable; and (c) dividing the resulting amount by the number of shares
outstanding. As discussed below, it is the intention of the Fund to
maintain a net asset value per share of $1.00 for the Fund.
The Fund values its investment securities based upon their amortized cost in
accordance with Rule 2a-7 of the Securities and Exchange Commission under
the Investment Company Act of 1940. This involves valuing a security at its
cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the security. While this method provides certainty
in valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Fund would receive if
it sold the securities.
Pursuant to Rule 2a-7, the Fund is required to maintain a dollar-weighted
average Fund maturity of 90 days or less, to purchase securities having
remaining maturities of 397 days or less only, to invest only in securities
determined by the Trustees to present minimal credit risks and to invest
only in securities which are "eligible securities" as defined in Rule 2a-7.
A discussion of the manner in which the maturity of investment securities is
determined is set forth under the caption "Investment Objective and Policies
- - Determination of Maturity" in this Statement of Additional Information.
The Trustees have established procedures designated to stabilize, to the
extent reasonably possible, the Fund's price per share as computed for the
purpose of sales and redemptions at $1.00. These procedures include review
of the investment holdings by the Trustees, at such intervals as they may
deem appropriate, to determine whether the Fund's net asset value calculated
by using available market quotations deviates from $1.00 per share based on
amortized cost. The extent of any deviation will be examined by the
Trustees. If the deviation exceeds 1/2 of 1%, the Trustees will promptly
consider what action, if any, will be initiated.
In the event the Trustees determine that a deviation exists which may result
in material dilution or other unfair results to investors or existing
shareholders, they have agreed to take such corrective actions as they deem
necessary and appropriate. These actions may include selling investment
securities prior to maturity to realize capital gains or losses or to
shorten the Fund's average maturity, withholding dividends, splitting,
combining, or otherwise recapitalizing outstanding shares or establishing a
net asset value per share by using available market quotations.
Determination of Net Investment Income
The Fund calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Fund consists of (1)
accrued interest income plus or minus amortized purchase discount or
premium, (2) plus or minus all realized gains and losses on Fund assets, and
(3) minus accrued expenses allocated to that Fund. Expenses of the Fund are
accrued each day. As the Fund's investment securities are normally valued
at amortized cost, unrealized gains or losses on such securities based on
their market values will not normally be recognized. However, should the
net asset value deviate significantly from market value, the Trustees could
decide to value the securities at market value and then unrealized gains and
losses would be included in net investment income.
Expenses
Expenses for which the Fund is responsible and for which an accrual is made
to the extent necessary include, for example: (a) the fees payable to Ryback
Management Corporation, as the Fund's Adviser (which includes the fees
payable by Ryback Management to Star Bank, N.A., as Subadviser), or expenses
otherwise incurred by the Fund in connection with the management of the
investment of the Fund's assets, (b) the fees and expenses of Star Bank,
N.A., as the Fund's Custodian, (c) the administration fee payable to Ryback
Management as the Fund's provider of shareholder administrative services,
(d) the fees payable to Ryback Management as the Transfer and Dividend
Disbursing Agent for the Fund, (e) a pro rata portion (based on the Fund's
net assets in relation to the net assets of all other series of the Trust)
of the fees and expenses of Trustees who are not affiliated with The
Adviser, (f) a pro rata portion (based on the Fund's net assets in relation
to the net assets of all other series of the Trust) of the expenses of the
Fund's legal counsel and auditors, (g) brokers' commissions and any issue or
transfer taxes chargeable to the Fund in connection with its securities
transactions, (h) all taxes and corporate fees payable by the Fund to
governmental agencies, (i) the fees and expenses involved in registering and
maintaining registrations of the Fund and of its shares with the Securities
and Exchange Commission and registering the Fund as a broker or dealer and
qualifying its shares under state securities laws, including the preparation
and printing of the Fund's registration statements and prospectuses and (j)
expenses of an extraordinary nature which are not incurred in the ordinary
course of the Fund's business.
The organizational expenses of the Fund will be advance paid by the Adviser,
for which it will be reimbursed over a 60-month period following
commencement of the Fund's operations, unless the Adviser elects at some
future time to waive its rights to such reimbursement. If additional Series
are added to the Fund, the organizational expenses will be allocated among
the Series in a manner deemed equitable by the Trustees.
PURCHASE OF SHARES
Applications for the purchase of shares may be made to Lindner Government
Money Market Fund, P.O. Box 11208, St. Louis, MO, 63105. The Board of
Trustees has established $2,000 as the minimum initial purchase and $100 as
the minimum for any subsequent purchase, except in the case of dividend
reinvestment. The Fund may elect to waive the minimums for custodial
accounts. Purchase of shares will be made in full and fractional shares
computed to two decimal places. Due to the fixed expenses incurred by the
Fund in maintaining individual accounts, the Fund reserves the right to
redeem accounts that fall below the $2,000 minimum required investment due
to shareholder redemption. In order to exercise this right, the Fund will
give advance written notice of at least 30 days to the accounts below such
minimum.
The price per share, which is expected by management to remain constant at
$1.00 per share, will be the net asset value next computed after the time
the order is received in proper form and accepted by the Fund. See
"Determination of Net Asset Value and Use of Amortized Cost Method of
Valuation". The net asset value for a particular day is applicable to all
orders for the purchase of shares received at or before the close of trading
on the New York Stock Exchange ("Exchange") on that day (usually 4:00 p.m.,
Eastern time). Applications for purchase of shares received after the close
of trading on the Exchange will be based on the net asset value as
determined as of the close of trading on the next day the Exchange is open.
Generally, shares of the Fund will not be purchased on days when the Federal
Reserve Banks are closed.
The Fund's transfer agent, Ryback Management, will credit the shareholder's
account with the number of shares purchased. Written confirmations are
issued for all purchases of Fund shares. Certificates representing Fund
shares purchased will not be issued.
Purchase by Mail
To open an account by mail, simply complete an application and, together
with a check made payable to Lindner Government Money Market Fund, mail it
to P.O. Box 11208, St. Louis, MO 63105. All applications to purchase shares
are subject to acceptance or rejection by authorized officers of the Fund
and are not binding until accepted. Applications will not be accepted
unless they are accompanied by payment in U.S. funds. Payment should be
made by check drawn on a U.S. bank, savings and loan or credit union. The
Custodian will charge a $15 fee against a shareholder's account for any
payment check returned to the Custodian for insufficient funds, and the
investor involved will be responsible for any loss incurred by the Fund. It
is the policy of the Fund not to accept applications under circumstances or
in amounts considered disadvantageous for shareholders. For example, if an
individual previously tried to purchase shares with a bad check, or the
proper social security number or taxpayer identification number is omitted,
the Fund reserves the right not to accept future applications from that
individual. Any accounts (including custodial accounts) opened without a
proper social security number or taxpayer identification number may be
liquidated and distributed to the owner(s) of record on the first business
day following the 60th day of investment, net of the back-up withholding tax
amount.
The Fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposit in the mail or with
such services of purchase applications does not constitute receipt by the
Fund. Correspondence intended for overnight courier should not be sent to
the Post Office Box address. Overnight courier delivery should be sent to
Lindner Investments, 7711 Carondelet Avenue, Suite 700, St. Louis, Missouri
63105.
Purchase by Federal Wire Transfer
To purchase additional shares of the Fund by federal wire transfer, please
send to:
Star Bank, N.A.
ABA #
Trust Funds, Account #
Credit to Lindner Government Money Market Fund
[your account number and the title of the account]
If a wire purchase is to be an initial purchase, please call the Fund (314)
727-5305 with the appropriate account information prior to sending the wire
to insure proper credit. Monies received after the close of the New York
Stock Exchange will be valued at the net asset value next determined by the
Fund.
Shares of the Fund may be purchased or sold through certain broker-dealers,
financial institutions or other service providers ("Processing
Intermediaries"). When shares of the Fund are purchased in this way, the
Processing Intermediary, rather than its customer, may be the shareholder of
record. Processing Intermediaries may use procedures and impose
restrictions in addition to or different from those applicable to
shareholders who invest in the Fund directly. An investor intending to
invest in the Fund through a Processing Intermediary should read the program
materials provided by the Processing Intermediary in conjunction with this
Prospectus. Processing Intermediaries may charge fees or other charges for
the services they provide to their customers. Investors who do not wish to
receive the services of a Processing Intermediary, or pay the fees that may
be charged for such services, may want to consider investing directly with
the Fund. Direct purchase or sale of shares of the Fund may be made without
a sales or redemption.
Automatic Investment Plan
An Automatic Investment Plan is available to a shareholder of the Fund who
wishes to invest a specific amount of money on an automatic basis. A
shareholder may authorize the Fund 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 fall 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. Lindner Investments
will accept a shareholder's direct deposit in amounts of at least $100 for
the purchase shares of the Fund. Shareholders who wish to use Payroll
Deduction to invest need to obtain the proper instructions from the Fund.
Request to participate in Payroll Deduction and inquiries regarding the same
should be made to Lindner Investments, P.O. Box 11208, St. Louis, Missouri,
63105.
EXCHANGING AN INVESTMENT FROM THE FUND
TO ANOTHER SERIES OF LINDNER INVESTMENTS
General
Subject to any applicable minimum initial investment requirements, a
shareholder may exchange shares of the Fund for Investor Shares of any other
identically registered Series of 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 Series of Lindner Investments being acquired must be
qualified for sale in the shareholder's state of residence.
(2) Once a shareholder has made an exchange request by telephone or mail,
it is irrevocable and may not be modified or canceled.
(3) 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.
(4) 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").
(5) 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.
(6) 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.
REDEMPTION OF SHARES
The Prospectus describes the requirements for effecting redemption by oral
or written request, by systematic withdrawal, and by use of redemption
drafts.
The Fund may suspend the right of redemption or delay payment more than
seven days (a) during any period when the New York Stock Exchange is closed
(other than a customary weekend and holiday closing), (b) when trading on
the New York Stock Exchange is restricted, or an emergency exists as
determined by the Securities and Exchange Commission or the Fund so that
disposal of the Fund's investments or determination of the net asset values
of the Fund is not reasonably practicable, or (c) for such other periods as
the Securities and Exchange Commission by order may permit for protection of
the Fund's shareholders.
EFFECT OF BANKING LAWS
The Glass-Steagall Act and other banking laws and regulations presently
prohibit a bank holding company registered under the federal Bank Holding
Company Act of 1956, as amended, or any affiliate of such a bank holding
company, from sponsoring, organizing or controlling a registered open-end
investment company continuously engaged in the issuance of its shares, and
from issuing, underwriting, selling or distributing securities in general.
Such laws and regulations do not prohibit such a bank holding company or its
affiliates from acting as an investment adviser, transfer agent or custodian
to such an investment company or from purchasing shares of such an
investment company as agent for and upon the order of their customers. The
Fund's Subadviser, Star Bank, is subject to such laws and regulations.
Star Bank believes that it may perform the services of a Subadviser to the
Fund without violating the Glass-Steagall Act or other applicable banking
laws or regulations. Changes in either federal or state laws and
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of laws and regulations, could prevent Star
Bank from continuing to perform all or a part of the services provided to
the Fund. In such event, changes in the operations of the Fund may occur,
and the Board of Trustees of the Trust would then consider alternative
arrangements with a subadviser and other means of continuing available
investment services.
CERTAIN OTHER MATTERS
Liability of Trustees and Others
The Declaration of Trust provides that the Trustees, officers, employees,
and agents of the Fund will not be liable to the Fund or to a shareholder,
nor will any such person be liable to any third party in connection with the
affairs of the Fund, except as such liability may arise from his or its own
bad faith, willful misfeasance, gross negligence, or reckless disregard of
duties. It also provides that all third parties shall look solely to the
Fund property for satisfaction of claims arising in connection with the
affairs of the Fund. With the exceptions stated, the Declaration of Trust
provides that a Trustee, officer, employee, or agent is entitled to be
indemnified against all liability in connection with the affairs of the
Fund.
Description of Series and Shares
The Declaration of Trust provides that the Fund shall be comprised of
separate series of shares ("Series"). The proceeds of sale of each Series
will be invested in separate portfolios of securities. The Trustees are
authorized to create an unlimited number of Series and, with respect to each
Series, to issue an unlimited number of full and fractional shares of a
single class and to divide or combine the shares into a greater or lesser
number of shares without changing the proportion of beneficial interests in
the Series.
All shares have equal voting rights, except that only shares of a particular
Series are entitled to vote on matters concerning only that Series. Each
issued and outstanding share is entitled to one vote, to participate equally
in dividends and distributions declared by the respective Series, and, upon
liquidation or dissolution, to share in the net assets of such Series
remaining after satisfaction of outstanding liabilities. In the event a
Series should be unable to meet its obligations, the remaining Series would
assume the unsatisfied obligations of that Series. All shares issued and
outstanding are fully paid and nonassessable by the Fund. The Fund is not
required to issue share certificates.
The shares of each Series have no preference, preemptive, conversion or
similar rights. In the event the Trustees create one or more additional
Series, shareholders may be given the right to exchange shares of the Fund
for shares of such other Series.
Rule 18f-2 under the Investment Company Act of 1940 provides that any matter
required to be submitted by the provisions of that Act or applicable state
law, or otherwise, to the holders of the outstanding voting securities of an
investment company such as the Fund shall not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each class affected by the matter. Rule 18f-2 further
provides that a class shall be deemed to be affected by a matter unless it
is clear that the interests of each class in the matter are identical or
that the matter does not affect any interest of the class. Under the Rule,
the approval of an investment advisory agreement or any change in investment
policy would be effectively acted upon with respect to a class of shares
only if approved by a majority of the outstanding voting securities of such
class. However, the Rule also provides that the ratification of independent
public accountants, the approval of principal underwriting contracts, and
the election of Trustees are not subject to the separate voting requirements
and may be effectively acted upon by shareholders of the investment company
voting without regard to class.
As permitted by Massachusetts law, the Trustees may determine not to hold
shareholders meetings for the election of Trustees, subject, however, to the
requirement that a special meeting of shareholders be called for the purpose
of electing Trustees within 60 days if at any time less than a majority of
the current Trustees have been elected by shareholders of the Fund. Because
shares do not have cumulative voting rights, 50% of the voting shares can,
if they choose, elect all Trustees being selected while the holders of the
remaining shares would be unable to elect any Trustees. The Trustees will
call a special meeting of shareholders for the purpose of voting on the
question of removal of a Trustee or Trustees if shareholders of record of
10% or more of the Fund's outstanding shares make a written request so to
do. Any 10 or more shareholders who have been shareholders for more than 6
months and who hold in the aggregate the lesser of 1% of the outstanding
shares or shares with a net asset value of $25,000 may advise the Trustees
that they wish to communicate with other shareholders for the purpose of
obtaining signatures requesting Trustees to call such a meeting. The
Trustees must thereupon afford access to the list of Fund shareholders or
offer to mail such solicitations at the shareholder's cost. If a majority
of the Trustees object to the contents of the solicitation, the Trustees may
request a determination of the Securities and Exchange Commission as to the
obligation to mail such material.
Any change in the Declaration of Trust, the Advisory Agreement, the
Administrative Services Agreement or the Transfer Agency Agreement, if it
has the effect of increasing costs, or in the fundamental investment
restrictions of the Fund must be approved by a majority of the shareholders
before it can become effective. A "majority" means the vote of the lesser
of (1) 67% of the shares of the Fund or the applicable Fund present at a
meeting if the holders of more than 50% of the outstanding shares are
present in person or by proxy, or (2) more than 50% of the outstanding
shares of the Fund.
On May 15, 1996, the shareholders of the Fund unanimously ratified and
approved the Administrative Services Agreement, the Advisory Agreement, the
Subadvisory Agreement and the Transfer Agency Agreement.
Counsel
The legality of the shares offered by the Fund has been passed upon by
Dykema Gossett PLLC, Detroit, Michigan, counsel to the Trust.
Registration Statement
The Prospectus and this Statement of Additional Information omit certain
information contained in the Registration Statement filed with the
Securities and Exchange Commission. Copies of the Registration Statement,
including items omitted therefrom and from the Prospectus, may be obtained
from the Commission by paying the charges prescribed under its rules and
regulations.
Statements contained in the Prospectus and herein as to the contents of any
contact or other document referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement of which the
Prospectus and this Statement of Additional Information form a part, each
such statement being qualified in all respects by such reference.
FINANCIAL STATEMENTS
Financial statements of the Fund, together with a report thereon by the
Fund's independent auditors, will be contained in the Fund's Annual Report
to Shareholders that will be sent to shareholders of the Fund pursuant to
Section 30(d) of the Investment Company Act of 1940 and filed with the
Securities and Exchange Commission.
PART C
OTHER INFORMATION
Item 24. Financial Statement and Exhibits.
(a) Financial Statements: None
(b) Exhibits:
(1) Declaration of Trust, dated July 19, 1993 (previously filed
as Exhibit 1 to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(2) Bylaws (previously filed as Exhibit 2 to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(3) None
(4) Certificate of Designation of Series and Classes of Shares
(previously filed as Exhibit 4 to Post-Effective Amendment
No. 8 and incorporated herein by reference)
(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 (previously filed as Exhibit
5(a) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(b) Advisory and Service Contract, dated as of September 23,
1993, between the Registrant and Ryback Management
Corporation relating to the Lindner Bulwark Fund (previously
filed as Exhibit 5(b) to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(c) Advisory and Service Contract, dated as of December 29,
1994, between the Registrant and Ryback Management
Corporation relating to the Lindner International Fund
(previously filed as Exhibit 5(c) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(d) Advisory and Service Contract, effective as of June 28,
1995, between the Registrant and Ryback Management
Corporation relating to the Lindner Dividend Fund
(previously filed as Exhibit 5(d) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(e) Advisory and Service Contract, effective as of June 28,
1995, between the Registrant and Ryback Management
Corporation relating to the Lindner Growth Fund (previously
filed as Exhibit 5(e) to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(f) Advisory Agreement, dated as of May 20, 1996, between
the Registrant and Ryback Management Corporation, relating
to the Lindner Government Money Market Fund (filed herewith)
(g) Subadvisory Agreement, dated as of May 20, 1996, between
Ryback Management Corporation and Star Bank, N.A., relating
to the Lindner Government Money Market Fund (filed herewith)
(6) None
(7) None
(8) (a) Custody Agreement between the Registrant and Star Bank,
N.A., dated December 7, 1994 (previously filed as Exhibit
8(a) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(b) Global Custody Agreement between the Registrant and
Chase Manhattan Bank, N.A., dated September 28, 1993
(previously filed as Exhibit 8(b) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(9) (a) Agency Agreement, dated September 23, 1993, between the
Registrant and Ryback Management Corporation, as amended on
August 18, 1994 (previously filed as Exhibit 9 to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(b) Transfer Agency Agreement, dated as of May 20, 1996,
between the Registrant and Ryback Management Corporation,
relating to the Lindner Government Money Market Fund (filed
herewith)
(c) Administrative Services Agreement, dated as of May 20,
1996, between the Registrant and Ryback Management
Corporation, relating to the Lindner Government Money Market
Fund (filed herewith)
(10) Opinion of Dykema Gossett PLLC, counsel for the Registrant,
including consent (filed herewith)
(11) None
(12) None
(13) (a) Purchase Agreements, dated as of February 1, 1996,
between the Registrant and the initial holders of
Institutional Shares of each Series of the Registrant
(previously filed as Exhibit 13 to Post-Effective Amendment
No. 8 and incorporated herein by reference)
(b) Purchase Agreement, dated as of May 15, 1996, between
the Registrant and the initial holders of shares of Lindner
Government Money Market Fund (filed herewith)
(14) None
(15) Distribution and Service Plan pursuant to Rule 12b-1
(previously filed as Exhibit 15 to Post-Effective Amendment
No. 8 and incorporated herein by reference)
(16) None
(17) Financial Data Schedules for each Series (EDGAR filing
only)(previously filed as Exhibit 17 to Post-Effective
Amendment No. 9 and incorporated herein by reference)
(18) Lindner Investments Rule 18f-3 Dual-Class Plan (previously
filed as Exhibit 18 to Post-Effective Amendment No. 8 and
incorporated herein by reference)
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 April 12, 1996:
Number of
Title of Class Record Holders
- -------------- --------------
Lindner Dividend Fund, shares of beneficial interest,
par value $0.01 per share--
Investor Shares ............................... 78,740
Institutional Shares .......................... 0
Lindner Growth Fund, shares of beneficial interest,
par value $0.01 per share--
Investor Shares ............................... 54,185
Institutional Shares .......................... 0
Lindner Utility Fund, shares of beneficial interest,
par value $0.01 per share--
Investor Shares ............................... 1,782
Institutional Shares .......................... 0
Lindner Bulwark Fund, shares of beneficial interest
par value $0.01 per share--
Investor Shares ............................... 1,677
Institutional Shares .......................... 0
Lindner/Ryback Small-Cap Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares ............................... 488
Institutional Shares .......................... 0
Lindner International Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares ............................... 101
Institutional Shares .......................... 0
Lindner Government Money Market Fund, shares of
beneficial interest, par value $0.01 per share-- 0
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; (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
Robert Miller Director Vice President and Controller 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.
With respect to the Lindner Government Money Market Fund, Registrant
hereby undertakes to file a post-effective amendment, using financial
statements which need not be certified, within four to six months after the
effective date of this Post-Effective Amendment to its Registration
Statement.
Registrant undertakes to furnish to each person to whom a prospectus
is delivered a copy of Registrant's latest Annual Report to Shareholders for
the Lindner Government Money Market Fund, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Clayton, and State of Missouri, on the 18th day of April, 1996.
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 April 18, 1996.
/S/ DOUG T. VALASSIS Chairman and Trustee
- --------------------------
Doug T. Valassis
/S/ ERIC E. RYBACK President and Trustee
- -------------------------- (Principal Executive Officer)
Eric E. Ryback
/S/ BRIAN L. BLOMQUIST Vice President- Operations, ------
- -------------------------- Secretary and Treasurer
Brian L. Blomquist (Principal Financial and
Accounting Officer)
* Trustee
- --------------------------
Robert L. Byman
* Trustee
- --------------------------
Terence P. Fitzgerald
* Trustee
- --------------------------
Marc P. Hartstein
* Trustee
- --------------------------
Peter S. Horos
* Trustee
- --------------------------
Donald J. Murphy
* Trustee
- --------------------------
Dennis P. Nash
*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
EXHIBIT INDEX
Exhibit
(1) Declaration of Trust, dated July 19, 1993 (previously filed as
Exhibit 1 to Post-Effective Amendment No. 7 and incorporated herein
by reference)
(2) Bylaws (previously filed as Exhibit 2 to Post-Effective Amendment
No. 7 and incorporated herein by reference)
(3) None
(4) Certificate of Designation of Series and Classes of Shares
(previously filed as Exhibit 4 to Post-Effective Amendment No. 8 and
incorporated herein by reference)
(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
(previously filed as Exhibit 5(a) to Post-Effective Amendment No. 7
and incorporated herein by reference)
(b) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Ryback Management Corporation relating to
the Lindner Bulwark Fund (previously filed as Exhibit 5(b) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(c) Advisory and Service Contract, dated as of December 29, 1994,
between the Registrant and Ryback Management Corporation relating to
the Lindner International Fund (previously filed as Exhibit 5(c) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(d) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating to
the Lindner Dividend Fund (previously filed as Exhibit 5(d) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(e) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating to
the Lindner Growth Fund (previously filed as Exhibit 5(e) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(f) Advisory Agreement, dated as of May 20, 1996, between the
Registrant and Ryback Management Corporation, relating to the
Lindner Government Money Market Fund (filed herewith)
(g) Subadvisory Agreement, dated as of May 20, 1996, between Ryback
Management Corporation and Star Bank, N.A., relating to the Lindner
Government Money Market Fund (filed herewith)
(6) None
(7) None
(8) (a) Custody Agreement between the Registrant and Star Bank, N.A.,
dated December 7, 1994 (previously filed as Exhibit 8(a) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(b) Global Custody Agreement between the Registrant and Chase
Manhattan Bank, N.A., dated September 28, 1993 (previously filed as
Exhibit 8(b) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(9) (a) Agency Agreement, dated September 23, 1993, between the
Registrant and Ryback Management Corporation, as amended on August
18, 1994 (previously filed as Exhibit 9 to Post-Effective Amendment
No. 7 and incorporated herein by reference)
(b) Transfer Agency Agreement, dated as of May 20, 1996, between the
Registrant and Ryback Management Corporation, relating to the
Lindner Government Money Market Fund (filed herewith)
(c) Administrative Services Agreement, dated as of May 20, 1996,
between the Registrant and Ryback Management Corporation, relating
to the Lindner Government Money Market Fund (filed herewith)
(10) Opinion of Dykema Gossett PLLC, counsel for the Registrant,
including consent (filed herewith)
(11) None
(12) None
(13) (a) Purchase Agreements, dated as of February 1, 1996, between the
Registrant and the initial holders of Institutional Shares of each
Series of the Registrant (previously filed as Exhibit 13 to
Post-Effective Amendment No. 8 and incorporated herein by reference)
(b) Purchase Agreement, dated as of May 15, 1996, between the
Registrant and the initial holders of shares of Lindner Government
Money Market Fund (filed herewith)
(14) None
(15) Distribution and Service Plan pursuant to Rule 12b-1 (previously
filed as Exhibit 15 to Post-Effective Amendment No. 8 and
incorporated herein by reference)
(16) None
(17) Financial Data Schedules for each Series (EDGAR filing
only)(previously filed as Exhibit 17 to Post-Effective Amendment No.
9 and incorporated herein by reference)
(18) Lindner Investments Rule 18f-3 Dual-Class Plan (previously filed as
Exhibit 18 to Post-Effective Amendment No. 8 and incorporated herein
by reference)
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT (the "Agreement") is made as of May 20,
1996, by and between LINDNER INVESTMENTS, a Massachusetts business trust
(the "Trust"), and RYBACK MANAGEMENT CORPORATION, a Michigan corporation
(the "Adviser").
WHEREAS, the Trust is an open-end management investment company,
registered under the Investment Company Act of 1940 (the "1940 Act"), and
has created a series of shares having its own investment objective, policies
and limitations known as the "Lindner Government Money Market Fund"
(collectively referred to herein as the "Fund");
WHEREAS, the Trust desires to retain the Adviser to render
investment advisory and management services under the terms hereof; and
WHEREAS, the Adviser has been organized to operate as an investment
adviser and desires to provide investment advisory services to the Trust
with respect to the Fund, and is registered as an Investment Adviser under
the Investment Advisers Act of 1940, as amended;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
l. Employment of the Adviser. The Trust hereby employs the Adviser
to act as investment adviser for, and to manage the investment and
reinvestment of the assets of, the Fund in accordance with the investment
objective and policies and limitations for the Fund, and to administer its
affairs to the extent requested by and subject to the supervision of the
Trustees of the Trust for the period and upon the terms herein set forth.
The investment of monies shall be subject to all applicable restrictions of
the Declaration of Trust and Bylaws of the Trust as may from time to time be
in force.
The Adviser accepts such employment and agrees during such period to
render such services and to assume the obligations herein set forth for the
compensation herein provided. Subject to the supervision and direction of
the Trustees, to the restrictions of the Declaration of Trust and Bylaws of
the Trust, as amended from time to time, to the provisions of the 1940 Act
and to the statements relating to the Fund's investment objectives,
investment policies and investment restrictions as the same are set forth in
the currently effective Prospectus and Statement of Additional Information
relating to the shares of the beneficial interest of the Fund under the
Securities Act of 1933, as amended (the "Prospectus"), the services provided
by the Adviser include, but are not be limited to: furnishing continuously
an investment program and determining from time to time which securities
shall be purchased, sold or exchanged and what portion of the assets of the
Fund shall be held in authorized securities or cash; making decisions for
the Fund as to the manner in which voting rights, rights to consent to
action and any other rights pertaining to the Fund's portfolio securities
shall be exercised; implementing investment policies and strategies; and
taking, on behalf of the Fund, all actions which the Adviser deems necessary
to implement the investment policies determined as provided above, and in
particular placing all orders for the purchase or sale of portfolio
securities for the Fund's account with brokers or dealers selected by it,
and to that end, giving instructions to the Custodian of the Fund as to
deliveries of securities and payments of cash for the account of the Fund.
The Adviser shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund. It is understood and
agreed that the Adviser, by separate agreements with the Trust, may also
serve the Fund in other capacities.
2. Compensation of the Adviser. For the services and facilities
described in Section 1, the Fund will pay to the Adviser at the end of each
calendar month, an investment advisory and management fee, computed daily
and payable monthly, at an annual rate of 0.20% of the average net assets of
the Fund. For the month and year in which this Agreement becomes effective
or terminates, there shall be an appropriate proration on the basis of the
number of days that the Agreement is in effect during the month and year,
respectively. The services of the Adviser to the Fund under this Agreement
are not to be deemed exclusive, and the Adviser shall be free to render
similar services or other services to others.
3. Expenses Borne by Fund. In addition to the fee of the
Adviser, the Fund shall assume and pay any expenses for services rendered by
its Custodian, Transfer Agent, Dividend Disbursing Agent and Administrator
for the safekeeping of the Fund's securities or other property, for keeping
its books of account, and for any other charges of such entities. The
Adviser shall not be required to pay, and the Fund shall assume and pay, the
charges and expenses of the Fund's operations, including any compensation of
the Trustees, an administrator or a distributor, charges and expenses of
independent auditors, of legal counsel, any registrar of the Fund, costs of
acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by the Fund, cost of share certificates, if any, and of
reports, membership dues in the Investment Company Institute or any similar
organization, reports and notices to shareholders, other like miscellaneous
expenses and all taxes, costs and fees payable to federal, state or other
governmental agencies or others on account of the registration of securities
issued by the Trust, filing of corporate documents or otherwise. The Fund
shall not pay or incur any obligation for any expenses for which the Fund
intends to seek reimbursement from the Adviser or adjustment of the
Adviser's fee as herein provided without first obtaining the written
approval of the Adviser.
4. Allocation of Brokerage; Calculation of Net Asset Value;
Sub-Adviser. (a) The Adviser shall place all orders for the purchase or
sale of portfolio securities for the accounts of the Fund with brokers or
dealers selected by the Adviser, and to that end the Adviser is authorized
as the agent of the Fund to give instructions to the Custodians of each Fund
as to deliveries of securities and payment of cash for the account of the
Fund. In connection with the selection of such brokers or dealers and the
placing of such orders, the Adviser shall use its best efforts to seek to
execute security transactions at prices that are advantageous to the Fund
and (when a disclosed commission is being charged) at reasonably competitive
commission rates. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e)
of the Securities Exchange Act of 1934) to the Adviser and the Adviser is
expressly authorized to pay any broker or dealer who provides such brokerage
and research services a commission for executing a security transaction
which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Adviser determines
in good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the overall
responsibilities that the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, the Adviser
is authorized to consider, as a factor in the selection of any broker or
dealer with whom purchase or sale orders may be placed, the fact that such
broker or dealer has sold or is selling shares of the Fund, or any other
series of the Fund, or of other investment companies sponsored by the
Adviser or its affiliates.
(b) The net asset value for each class of the Fund's shares
shall be calculated as of 4:00 p.m., Central time, on each day that the New
York Stock Exchange is open for business, and as of such other time or times
as the Trustees may determine in accordance with the provisions of the 1940
Act and the policies and procedures established from time to time by the
Board of Trustees of the Trust. On each day when net asset value is not
calculated, the net asset value of a share of any class of the Fund's shares
shall be deemed to be the net asset value of such a share as of the last day
on which such calculation was made for the purpose of the foregoing
computations.
(b) The Adviser is authorized to employ one or more
organizations or entities to act as a subadviser to the Fund, provided that
any such organization or entity shall be registered as an investment adviser
under the federal Investment Advisers Act of 1940, as amended, and any
applicable state laws, or shall be exempt from such registration in all
respects. If such a subadviser is employed by the Adviser, the Adviser
shall be responsible for insuring that such subadviser adequately performs
all functions and responsibilities of the Adviser which are delegated by the
Adviser to the subadviser, the Adviser shall be permitted to terminate any
agreement for subadvisory services at any time, and to employ another such
subadviser at any time, without prior notice to, or consent or approval by,
the Trust.
5. Permissible Investments. Subject to applicable statutes and
regulations, it is understood that Trustees, officers or agents of the Trust
are or may be interested in the Adviser as officers, directors, agents,
shareholders or otherwise, and that the officers, directors, shareholders
and agents of the Adviser may be interested in the Trust otherwise than as a
director, officer or agent.
6. Limitation on Adviser Liability. The Adviser shall not be
liable for any error of judgment or of law or for any loss suffered by the
Fund in connection with the matters to which this Agreement relates, except
loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement.
7. Term; Termination. This Agreement shall become effective
with respect to the Fund on the date hereof and shall remain in full force
until the second anniversary of the effective date hereof, unless sooner
terminated as hereinafter provided. This Agreement shall continue in force
from year to year thereafter with respect to each Fund, but only as long as
such continuance is specifically approved for each Fund at least annually in
the manner required by the 1940 Act and the rules and regulations
thereunder; provided, however, that if the continuation of this Agreement is
not approved for a Fund, the Adviser may continue to serve in such capacity
for such Fund in the manner and to the extent permitted by the 1940 Act and
the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without cause and without the
payment of any penalty by the Fund or by the Adviser on sixty (60) days'
written notice to the other party. This Agreement may be terminated with
respect to the Fund at any time without the payment of any penalty by the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Fund.
The terms "assignment" and "vote of a majority of the outstanding
voting securities" have the meanings set forth in the 1940 Act and the
rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Adviser to receive payments on any unpaid balance of the compensation
described in Section 2 earned prior to the effective date of such
termination.
8. Severability. If any provision of this Agreement shall be
held or made invalid or unenforceable by a court decision, statute, rule or
otherwise, the remainder shall not be thereby affected.
9. Notices. Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the receipt of
such notice.
10. Limitation of Fund Liability. The Declaration of Trust
establishing Lindner Investments, dated July 19, 1993, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, 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 said Lindner Investments, but
the Fund Estate only shall be liable.
11. Defined Terms. Terms not defined herein shall have the same
meanings as such terms are used in the currently effective prospectus with
respect to shares of the Fund.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed on the day and year first above written.
LINDNER INVESTMENTS
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
RYBACK MANAGEMENT CORPORATION
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT (the "Agreement") is made as of May 20,
1996, between STAR BANK, N.A., a national banking association ("Subadviser")
and RYBACK MANAGEMENT CORPORATION, a Michigan corporation and registered
investment adviser ("Adviser").
WHEREAS, LINDNER INVESTMENTS, a Massachusetts business trust (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"), has registered
shares of beneficial interest in its series known as the "Lindner Government
Money Market Fund" (the "Fund") under the Securities Act of 1933 amended
("1933 Act");
WHEREAS, the Trust has retained the Adviser to render investment
advisory and management service pursuant to an Advisory Agreement of even
date herewith (the "Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the Subadviser
to render investment advisory and management services for the Fund and the
Subadviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints the Subadviser,
and the Subadviser accepts the appointment, to manage the investment and
reinvestment of the assets of the Fund for the period and on the terms set
forth herein.
2. Delivery of Documents. The Adviser has furnished Subadviser
with copies properly certified or authenticated of each of the following
(a) the Trust's Declaration of Trust, as filed with the
Secretary of State of The Commonwealth of Massachusetts on July 20,
1993, and all amendments thereto;
(b) the Trust's Bylaws and all amendments thereto;
(c) the resolutions of the Trust's Board of Trustees authorizing
the appointment of Subadviser and approving this Agreement;
(d) the Post-Effective Amendment to the Trust's Registration
Statement on Form N-1A pursuant to which the Trust has registered
the shares of the Fund under the 1933 Act, including the Prospectus
and the Statement of Additional Information relating to the Fund
(which are collectively referred to herein as the "Prospectus"); and
(e) the Trust's Notification of Registration under the 1940 Act
as filed with the Securities and Commission ("SEC").
The Adviser will furnish Subadviser from time to time with copies of all
amendments of or supplements to the foregoing.
3. Management. The Subadviser will: (i) manage the investment
and reinvestment of the Fund's assets in accordance with the applicable
investment objectives, policies and limitations set forth in the Fund's
Prospectus; (ii) be subject to the supervision of the Adviser and the
Trust's Board of Trustees; (iii) place orders for the purchase or sale of
securities for the Fund's account with brokers or dealers selected by the
Subadviser; and (iv) provide compliance monitoring with respect to Rule
2a-7(c) and (d) of the 1940 Act and Subchapter M of the Internal Revenue
Code of 1986, as amended. The Subadviser is authorized as the agent of the
Fund to give instructions to the Custodian of the Fund as to the deliveries
of securities and payments of cash for the account of the Fund. The
Subadviser shall have access to such reports and records of the Fund it
deems necessary to perform it services hereunder.
Except as specifically stated in this Section 3, the Subadviser
shall not be responsible for providing (i) compliance monitoring, reporting
or testing; (ii) record maintenance or preparation; or (iii) accounting, tax
or other services to the Fund.
In connection with the selection of brokers or dealers and the
placing of orders, the Subadviser will seek for the Fund best execution of
orders. The Subadviser shall not be deemed to have acted unlawfully or to
have breached any duty, created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Subadviser determined in good faith, that the charges
are reasonable in view of any research or other services provided to the
Subadviser by such broker or dealer.
4. Compensation of the Subadviser. For the services to be provided
by the Subadviser hereunder, the Adviser will pay to the Subadviser at the
end of each calendar month, an investment advisory and management fee,
computed daily and payable monthly, at an annual rate of 0.10% of the first
$250,000,000 of average net assets of the Fund, and at an annual rate of
0.08% of the average net assets of the Fund in excess of $250,000,000. For
the month and year in which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the number of days
that the Agreement is in effect during the month and year, respectively.
The services of the Subadviser under this Agreement are not to be deemed
exclusive, and the Subadviser shall be free to render similar services or
other services to others.
5. Calculation of Net Asset Value. The Subadviser shall calculate
the market value of all portfolio securities held on behalf of the Fund as
of 3:00 p.m., Central Time, on each day that the New York Stock Exchange and
the Federal Reserve Bank are open for business, and as of such other time or
times as the Adviser may determine in accordance with the provisions of the
1940 Act and the policies and procedures established from time to time by
the Board of Trustees of the Trust. On each day when net asset value is not
calculated, the net asset value of a share of any class of the Fund's shares
shall be deemed to be the net asset value of such a share as of the last day
on which such calculation was made for the purpose of the foregoing
computations.
6. Limitation on Subadviser Liability. The Subadviser shall
not be liable for any error of judgment or of law or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates,
except loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Subadviser in the performance of its
obligations and duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
7. Duration and Termination. This Agreement shall become
effective with respect to the Fund on the date hereof and remain in full
force until May 20, 1987, unless sooner terminated as hereinafter provided.
This Agreement shall continue in force from year to year thereafter with
respect to the Fund, but only as long as such continuance is specifically
approved at least annually in the manner required by the 1940 Act and the
rules and regulations thereunder; provided, however, that if the
continuation of this Agreement is not approved for the Fund, the Subadviser
may continue to serve in such capacity in the manner and to the extent
permitted by the 1940 Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Management Agreement
and may be terminated at any time with respect to the Fund or any other
series of the Trust which hereafter become subject to this Agreement without
the payment of any penalty by the Adviser or by the Subadviser on sixty (60)
days' written notice to the other party. The Trust may effect termination
with respect to the Fund or any other series without payment of any penalty
by action of the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund or such other series on sixty (60)
days' written notice to the Adviser and the Subadviser.
This Agreement may be terminated with respect to the Fund or any
other series at any time without the payment of any penalty by the Board of
Trustees of the Trust, by vote of a majority of the outstanding voting
securities of such series or by the Adviser in tho event that it shall have
been established by a court of competent jurisdiction that the Subadviser or
any officer or director of the Subadviser has taken any action which results
in a breach of the covenants of the Subadviser sot forth herein.
The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings sea forth in the 1940 Act and the
rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Subadviser to receive payments on any unpaid balance of the compensation
described in Section 4 earned prior to such termination.
8. Severability If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
9. Notices. Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the receipt of
such notice.
10. Governing Law. This Agreement shall be construed in
accordance with applicable federal law and the laws of the State of
Missouri.
11. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by a written instrument
signed on behalf of each of the parties.
12. Entire Agreement. This Agreement is the entire contract
between the parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject matter hereof.
IN WITNESS WHEREOF, the Adviser and the Subadviser have caused, this
Agreement to be executed as of the day and year first above written.
RYBACK MANAGEMENT CORPORATION
By:
Eric E. Ryback, President
STAR BANK, N.A.
By:
Its:
TRANSFER AGENCY AGREEMENT
This TRANSFER AGENCY AGREEMENT (the "Agreement") is made as of May
20, 1996, between RYBACK MANAGEMENT CORPORATION, a Michigan corporation
("RMC"), having its principal office and place of business at 7711
Carondelet, Suite 700, St. Louis, Missouri 63105, and LINDNER INVESTMENTS, a
Massachusetts business trust (the "Trust"), having its office at 7711
Carondelet, Suite 700, St. Louis, Missouri 6310
The Trust is registered with the Securities and Exchange Commission
(the "Commission") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and intends to
offer a series of its shares to be known as "Lindner Government Money Market
Fund" (the "Fund"). RMC is registered with the Commission as a transfer
agent pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.
The parties hereto pursuant to the terms hereof enter into the
following Agreement:
Section 1. Appointment As Agent. The Trust hereby appoints RMC to
serve as transfer agent and dividend disbursing agent for the Fund and RMC
agrees to provide such services as provided herein. As transfer agent, RMC
agrees to furnish to each shareholder a statement which shows all activity
in the shareholder's account, including purchases, redemptions, and
reinvestment of dividends, since the last such statement, such statements to
be mailed at such intervals as may be reguested by the Trust: and on behalf
of the Trust, to forward any inquiries or correspondence from or with
shareholders to such persons as the Trust may designate from time to time.
Further, RMC regularly will furnish the Trust with current shareholder lists
and information necessary to keep the shares in balance with the Trust's
records. RMC shall provide such computer services as may be required to
maintain a record of the status of each shareholder account, including
dividends accrued to such account on a daily basis, and shall provide
terminal facilities for processing of shareholder purchase and redemption
requests as well as maintenance of customer data. The mailing of all
financial statements, statements, notices and prospectuses to shareholders
is to be performed by RMC, subject to reimbursement for out of pocket
expenses, as provided in Section 2.
Section 2. Fees for Services of the Agent. As compensation for all
services rendered and to be rendered by RMC pursuant to this Agreement, the
Trust shall pay to RMC a monthly fee equal to $0.8333 multiplied by the
number of shareholder accounts on the date as of which each monthly mailing
of shareholder statements is to be made (plus $0.8333 for each duplicate
statement mailed); or if no such monthly mailing is to be made, as of the
last day of each calendar month. The Trust will reimburse RMC for any
direct out-of-pocket expenses for forms and mailing costs used in performing
its functions, except that customary out-of-pocket expenses (including
postage) incurred in connection with the periodic mailing of shareholder
account statements on a basis no more frequently than once per month shall
be borne by RMC and not reimbursed by the Trust.
Section 3. Measure of Conduct of Agent. RMC shall use its best
judgment and knowledge in rendering the services to be rendered by it
hereunder, but shall incur no liability for services rendered, nor for
instructions or recommendations given or acts or failure to act hereunder,
except for willful misfeasance, bad faith and gross negligence in the
performance of such services, or reckless disregard of its obligations.
Section 4. Amendment and Termination of Agreement. This Agreement
shall commence on the date first above written and shall continue until
terminated as hereafter provided, and may be modified or amended from time
to time by mutual agreement between the parties hereto. This Agreement may
be terminated at any time by sixty (60) days' written notice given by one
party to the other.
Section 5. Specific Provisions Concerning RMC Acting as Transfer
Agent.
(a) Recording of Shares. RMC, as Transfer Agent, is authorized,
empowered and directed to record units of beneficial interest of the Fund
("shares"), including shares of original issue, in such names and for such
number of shares as shall be directed by the Trust. The recording of
ownership of shares of the Fund may be integrated with RMC's accounting and
record keeping systems in any manner deemed appropriate by RMC, provided
that any such system shall be capable of accurate and timely recording of
ownership of Fund shares; and provided further that notwithstanding such
integration, each listing of ownership of Fund shares so recorded pursuant
to any integrated system shall constitute a register of ownership of Fund
shares. Upon receipt of a purchase order for the purchase of shares and
sufficient information to enable RMC to establish a shareholder account, and
after confirmation of receipt or crediting of monies for the order from the
Custodian for the Fund (the "Custodian"), RMC shall issue and credit the
account of the shareholder with shares in the manner described in the Fund's
then current Prospectus. Upon receipt of a redemption order, RMC shall
redeem the number of shares indicated thereon from the redeeming
shareholders account and receive from the Custodian and disburse to the
redeeming shareholder the redemption proceeds therefor, or arrange for
direct payment of redemption proceeds to such shareholder by the Custodian,
in accordance with such procedures and controls as are mutually agreed upon
from time to time by and among the Trust, RMC, and the Custodian.
(b) Refusal or Delay of Transfers; Guaranties; Proof Of
Ownership: Particular Action or Instructions. RMC as Transfer Agent may
refuse or delay to record an issuance or redemption of shares unless and
until it shall have been satisfied in its sole discretion that the requested
issuance or redemption is authorized, in which case it may require such
evidence and/or guaranty as shall be satisfactory to it until it shall have
been satisfied in its discretion as to the power, authority and capacity of
any person whose act may be relied upon to effect the issuance or redemption
requested.
RMC shall incur no liability for the refusal in good faith to record
an issuance or redemption which it, in its judgment, deems improper or
unauthorized.
RMC as Transfer Agent is authorized to take or suffer any action in
accordance with instructions in writing signed by an officer of the Trust in
recording shares, notwithstanding any irregularity or lack of power,
authority or capacity of some party to the transaction, and without any
further inquiry concerning or examination into any facts, acts or
instruments. RMC as Transfer Agent, upon receipt of instructions in writing
from an officer of the Trust, will address and mail to the shareholders such
notices, proxy material, financial statements, and other printed matter as
the Trust may desire to send.
RMC as Transfer Agent shall make available to the Trust, and to such
persons responsible for administration of Trust affairs as the Trust may
designate, computerized access to the current list of the registered holders
of shares as shown by the Transfer Agent's records.
In case of any demand upon RMC for inspection of the records of
ownership of shares of the Trust, RMC shall endeavor to notify the Trust and
to secure instructions from an officer of the Trust to permit or to refuse
to permit such inspection. In the absence of instructions to the contrary,
RMC will be authorized to exhibit such records to any duly accredited
representative of any Federal or State governmental authority upon request
of such representative, or pursuant to order of a court. RMC reserves the
right, however, to exhibit such records to any person in case it is advised
by its legal counsel that it may be held liable for the failure to exhibit
such records to such person.
Section 6. Specific Provisions Concerning RMC Acting as Dividend
Disbursing Agent. RMC will act as Dividend Disbursing Agent for the Fund.
As Dividend Disbursing Agent it will, as agent for each shareholder,
reinvest all dividends and distributions for the shareholder in additional
full and fractional shares of the Fund, or, if a proper election has been
filed by the shareholder, shall distribute such distributions and dividends,
on the date upon which the dividend or distribution is to be paid, and of
the record date as of which the list is to be taken of persons entitled to
receive such dividend or distribution. The Trust shall cause to be
deposited with RMC prior to 12:00 Noon, Central Time, on the day on which
the dividend or distribution is to be paid the amount of money necessary for
the payment of such dividend or distribution, without which deposit RMC will
not be under any obligation to distribute such dividend or distribution.
Dividend checks shall be of a form and size compatible for use on
the mechanical equipment of RMC. A sufficient supply of such checks must be
in the possession of RMC on the record date. Any portion of monies
deposited with RMC for the payment of a dividend or distribution, which
shall remain unclaimed by the person or persons entitled thereto at the end
of three years from the payment date of such dividend or distribution, shall
be returned to the Trust, to be held by the Trust for the same purpose as if
held by RMC, and thereafter any person entitled to payment out of said Trust
shall look only to the Trust for payment thereof, although such person say
have in his possession the dividend check drawn by RMC as Transfer Agent and
Dividend Disbursing Agent for the amount payable. If a shareholder shall
report to RMC that any such check so mailed has been lost, stolen or
destroyed and that he has not received the proceeds thereof and if the check
has not been paid, then, upon execution of an indemnity agreement in form
satisfactory to RMC and the Trust, RMC may stop payment upon such check and
may issue and deliver to such shareholder a new check for like amount. Such
indemnity agreement may be in the form of an endorsement upon the new check.
RMC may defer the issue of the new check for a period of 30 days or more.
RMC shall prepare and file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to shareholders or
their authorized representatives such returns and information relating to
dividends and distributions paid by the Trust as are required to be so
prepared, filed and mailed by applicable laws, rules and regulations, or
such substitute form of notice as may from time to time be permitted or
required by the Internal Revenue Service or other appropriate taxing
authorities. On behalf of the Trust, RMC shall pay on a timely basis to the
appropriate Federal authorities any taxes required by applicable Federal tax
laws to be withheld by the Trust on dividends and distributions paid by the
Trust.
Section 7. General. RMC shall be protected in acting upon any
paper or document believed by it to be genuine and to have been signed by
the proper person or persons and shall not be held to have notice of any
change of authority of any person, until receipt of written notice thereof
from the Trust.
RMC represents that it has and is currently registered as a transfer
agent with the Commission and has complied with the regulations of the
appropriate federal agency for registered transfer agents. RMC agrees that
it will continue to be registered as a transfer agent with the appropriate
federal agency for the duration of this Agreement. Should RMC fail to be
registered with the appropriate federal agency as a transfer agent at any
time during this Agreement, the Trust may, on written notice to RMC,
immediately terminate this Agreement.
The Trust assumes full responsibility and will indemnify RMC and
save it harmless from and against any and all actions or suits, whether
groundless or otherwise, and from and against any and all losses, damages,
costs, chargos, counsel fees, payments, expenses and liabilities arising out
of the agency relationship, where RMC has acted in good faith and with due
diLigence and without negligence. RMC shall not be under any obligation to
prosecute any action or suit in respect of the agency relationship which, in
its sole judgment, may involve it in expense or liability. In any action or
suit the Trust shall, as often as requested, furnish RMC with satisfactory
indemnity against any expense or liability growing out of such action or
suit by or against RMC in its agency capacity.
Unless othervise expressly limited by the resolution of appointment
or by subsequent Trust action, the appointment of RMC as Transfer Agent and
Dividend Disbursing Agent will be construed to cover the full amount of each
Fund of authorized shares of the Trust as the same shall from time to time
be constituted. RMC shall not register or record any shares of the Fund in
excess of the number of shares which the Trust has theretofore authorized
RMC so to register and record. RMC shall maintain records for each Fund
showing for each shareholder's account such historical information and
shareholder data as may be requested by the Trust. RMC shall furnish the
Trust state by state registration reports, such periodic and special reports
as the Trust may reasonably request, and such other information, including
shareholder lists and statistical information concerning accounts, as may be
agreed upon from time to time between the Trust and RMC. Any such records
required to be maintained by Rule 31a-1 under the 1940 Act shall be
preserved for the periods prescribed in Rule 31a-2. Records may be
inspected by the Trust at reasonable times. Records and documents shall be
retained six years from the year of creation, during the first two of which
such documents will be in readily accessible form. At the end of the six
year period, such records and documents will either be turned over to the
Trust or destroyed, in accordance with the Trusts authorization.
In the event of equipment failures beyond RMC's control, RMC shall,
at no additional expense to the Trust, take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto. RMC
shall enter into and shall maintain in effect with appropriate parties one
or more agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
At any time RMC may apply to any officer of the Trust for
instructions, and may consult with legal counsel for the Trust or its own
legal counsel, at the expense of the Trust, in respect of any matter arising
in connection with the agency, and it shall not be liable for any action
taken or not taken or suffered by it in good faith in accordance with such
instructions or with the opinion of counsel. However, nothing in this
paragraph shall be construed as imposing upon RMC any obligation (i) to seek
such directions or advice, or (ii) to act in accordance with such directions
or advice when received, unless, under the terms of another provision of
this Agreement, the same is a condition to RMC's properly taking or omitting
to take such action. The Trust will hold RMC harmless against the claim or
demand of any person as a result of action taken or not taken upon
instructions from the Trust.
The Declaration of Trust establishing the Trust, dated July 19,
1993, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, 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 said Lindner Investments, but the Trust Estate only shall be
liable.
This Agreement shall be governed by the laws of the State of
Michigan, without reference to principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on behalf of each of them by their duly authorized officers the
date and year first above written.
RYBACK MANAGEMENT CORPORATION
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
LINDNER INVESTMENTS
By: /S/ DOUG T. VALSASIS
Doug T. Valassis, Chairman
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made as
of May 20, 1996, between LINDNER INVESTMENTS, a trust organized under the
laws of Massachusetts (the "Trust"), and RYBACK MANAGEMENT CORPORATION, a
Michigan corporation ("RMC").
The Trust is registered with the Securities and Exchange Commission
(the "Commission") under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), as an open-end management investment company and
its Board of Trustees has determined that it will be in the best interests
of the Trust and its shareholders to offer shares of its series known as the
"Lindner Government Money Market Fund" (the "Fund") for sale in a continuous
offering which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"). RMC is registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended, and is also engaged in the
business of providing administrative services to several other mutual funds
which are currently offered by the Trust. The Trust and RMC wish to enter
into an agreement with each other with respect to the administration of the
Fund. In consideration of the premises, the parties agree as follows:
Section 1. Appointment as Administrator. The Trust hereby appoints
RMC to act as administrator for the benefit of the Fund and its shareholders
to provide information and services for existing and potential holders of
shares of beneficial interest in the Fund. RMC shall provide such office
space and equipment, telephone facilities, personnel, literature
distribution, advertising and promotion as is necessary or beneficial for
providing information and services to potential and existing holders of
shares and to assist in servicing accounts of such holders. Such services
and assistance may include, but not be limited to, establishment and
maintenance of shareholder accounts and records, processing purchase and
redemption transactions, automatic investment in shares of the Fund of cash,
answering routine client inquiries regarding the Fund, assistance to
shareholders in changing dividend options, account designations and
addresses, investigating, selecting and conducting relations with
custodians, depositories, transfer agents, dividend disbursing agents, other
shareholder service agents, accountants, attorneys, underwriters, brokers
and dealers, corporate fiduciaries, insurers, banks and such other persons
in any such other capacity deemed to be necessary or desirable, other than
those operations which are to be managed by the Trust's Adviser pursuant to
that certain Advisory Agreement of even date herewith (the "Advisory
Agreement"), furnishing advice and recommendations with respect to such
other aspects of the business and affairs of the Fund as it shall determine
to be desirable and such other services as the Trust may reasonably request.
Section 2. Duties of the Trust. The Trust shall furnish to RMC
copies of all information, financial statements and other documents which
RMC may reasonably request for use in connection with the distribution of
shares of the Trust. The Trust shall make available to RMC such number of
copies of the Prospectus for each Fund as RMC shall reasonably request. The
Trust shall take, from time to time, all necessary action to register shares
of each Fund under the Securities Act to the end that there will be
available for sale such number of shares as the Trust may reasonably expect
to sell. The Trust shall use its best effort to qualify and maintain the
qualification of an appropriate number of shares of the Fund for sale under
the securities laws of such states as RMC and the Trust may approve. Any
such qualification may be withheld, terminated or withdrawn by the Trust at
any time in its discretion and the expense of qualification and maintenance
of qualification shall be borne by the Trust. RMC shall furnish such
information and other material relating to its affairs and activities as may
be required by the Trust in connection with such qualifications. The Trust
will furnish to RMC, in reasonable quantities upon request by RMC, copies of
annual and interim reports of the Fund.
Section 3. Duties of RMC. In connection with the sale of shares of
the Fund, RMC shall use its best efforts in all respects duly to conform
with the requirements of all federal and state laws and regulations and the
regulations of the National Association of Securities Dealers, Inc. (the
"NASD") relating to the sale of such securities. Neither RMC nor any other
person is authorized by the Trust to give any information or to make any
representations other than those contained in the prospectus for the Fund or
any sales literature specifically approved by the Trust for use with respect
to the Fund. RMC shall adopt and follow procedures, as approved by the
Trust, for the confirmation of sales to investors and selected dealers, the
collection of amounts payable by investors on such sales, and the
cancellation of unsettled transactions, as may be necessary to comply with
the requirements of the NASD, as such requirements may from time to time
exist.
Section 4. Acceptance of Appointments. RMC accepts such
appointments and agrees during such period to render such services and to
assume the obligations herein sct forth for the compensation herein
provided. RMC shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust. It is understood and
agreed that RMC, by separate agreement with the Trust, may also serve the
Trust in other capacities.
Section 5. Payment of Expenses. The Trust shall bear all of its
costs and expenses, including fees and disbursements of its counsel and
auditors, in connection with the preparation and filing of any required
registration statements and prospectuses under the Investment Company Act,
the Securities Act, and all amendments and supplements thereto, and the
expense of preparing, printing, mailing and otherwise distributing
prospectuses, annual or interim reports and proxy materials to its
shareholders. After the prospectuses and annual and interim reports have
been prepared, set in type and mailed to shareholders, RMC shall bear the
costs and expenses of printing and distributing any copies thereof which are
used in connection with the offering of the shares. RMC shall bear the
costs and expenses of preparing, printing and distributing any supplementary
sales literature used by RMC in connection with the offering of the shares
for sale. Any expenses of advertising incurred in connection with such
offering will also be the obligation of RMC. The Trust shall bear the cost
and expenses of qualification of the shares for sale, and, if necessary or
advisable in connection therewith, of qualifying the Trust as a broker or
dealer, in such states of the United States or other jurisdictions as shall
be selected by the Trust and RMC, and the cost and expenses payable to each
such state for continuing qualification therein until the Trust decides to
discontinue such qualification.
Section 6. Compensation. For the services and facilities described
herein, the Trust will pay to RMC at the end of each calendar month an
administration fee computed at an annual rate of 0.20% of the average net
assets of the Series for such month. For the month and year in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement is in effect
during the month and year, respectively. The services of RMC to the Trust
under this Agreement are not to be deemed exclusive, and RMC shall be free
to render similar services or other services to others so long as its
services hereunder are not impaired thereby. The Trust shall assume and pay
all charges and expenses of its operations not specifically assumed or
otherwise to be provided by RMC under this Agreement.
Section 7. Determination of Net Asset Value. The net asset value
for the Fund, and each class of shares within the Fund, if more than one,
shall be calculated as of 3:00 p.m., Central Time, on each day that the New
York Stock Exchange is open for business, and as of such other time or times
as the Trustees may determine in accordance with the provisions of the
Investment Company Act. On each day when net asset value is not calculated,
the net asset value of a share of the Fund or class of stock of the Fund
shall be deemed to be the net asset value of such a share as of the last day
on which such calculation was made for the purpose of the foregoing
computations.
Section 8. Indemnification. (a) The Trust shall indemnify and hold
harmless RMC and each person, if any, who controls RMC against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or
expense and reasonable counsel fees incurred in connection therewith),
arising by reason of any person acquiring any shares, which may be based
upon the Securities Act, or on any other statute or at common law, on the
ground that the registration statement or related Prospectus of the Fund, as
from time to time amended and supplemented, or the annual or interim reports
to shareholders of the Fund, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading, unless such
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Trust in connection therewith by or on behalf
of RMC; provided, however, that in no case (i) is the indemnity of the Trust
in favor of RMC and any such controlling persons to be deemed to protect RMC
or any such controlling persons thereof against any liability to the Trust
or its security holders to which RMC or any such controlling persons would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Trust to be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against RMC or any such controlling persons,
unless RMC or such controlling persons, as the case may be, shall have
notified the Trust in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim
shall have been served upon RMC or such controlling persons (or after RMC or
such controlling persons shall have received notice of such service on any
designated agent), but failure to notify the Trust of any such claim shall
not relieve it from any liability which it may have to the person against
whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Trust will be entitled to
participate at its own expense in the defense, or, if it so elects to assume
the defense of any suit brought to enforce any such liability, but if the
Trust elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to RMC or such controlling persons or
persons, defendant or defendants in the suit. In the event the Trust elects
to assume the defense of any such suit and retain such counsel, RMC or such
controlling person or persons, defendant or defendants in the suit, shall
bear the fees and expenses of any additional counsel retained by them, but,
in case the Trust does not elect to assume the defense of any such suit, it
will reimburse RMC or such controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Trust shall promptly notify RMC of the commencement
of any litigation or proceedings against it or any of its officers or
Trustees in connection with the issuance or sale of any of the shares.
(b) RMC shall indemnify and hold harmless the Trust and each of
its Trustees and officers and each person, if any, who controls the Trust
against any loss, liability, claim, damage, or expense described in the
foregoing indemnity contained in subsection (a) of this Section, but only
with respect to statements or omissions made in reliance upon, and in
conformity with, information furnished to the Trust in writing by or on
behalf of RMC for use in connection with the registration statement or
related prospectus of any Fund, as from time to time amended, or the annual
or interim reports to shareholders of any Fund. In case any action shall be
brought against the Trust or any persons so indemnified in respect of which
indemnity may be sought against RMC, RMC shall have the rights and duties
given to the Trust, and the Trust and each person so indemnified shall have
the rights and duties given to RMC by the provisions of subsection (a) of
this Section 8.
Section 9. Duration and Termination of this Agreement. This
Agreement shall become effective as of the date first above written and
shall remain in force until the second anniversary of such effective date
and thereafter, but only so long as such continuance is specifically
approved at least annually by (i) the Trustees of the Trust, or by the vote
of a majority of the outstanding voting securities of the Trust, and (ii) a
majority of those Trustees who are not parties to this Agreement and have no
direct or indirect interest in the operation of this Agreement, or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval.
Section 10. Amendments. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved (i) by the
Trustees of the Trust, or if such amendment provides for an increase in the
amount to be spent for distribution, by the vote of a majority of
outstanding voting securities of the Trust, and (ii) by a majority of those
Trustees who are not parties to this Agreement and have no direct or
indirect interest in the operation of this Agreement, or interested persons
of any such party, which vote must be cast in person at a meeting called for
the purpose of voting on such approval.
Section 11. Definitions of Certain Terms. The terms "vote of a
majority of the outstanding voting securities", "assignment", "interested
person" and "affiliated person", when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act.
Section 12. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Missouri and the applicable
provisions of the Investment Company Act. To the extent the applicable law
of the State of Missouri or any of the provisions herein, conflict with the
applicable provisions of the Investment Company Act, the latter shall
control.
Section 13. Personal Liability. The Declaration of Trust
establishing Lindner Investments, dated July 19, 1993, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, 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 said Lindner Investments, but
the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
RYBACK MANAGEMENT CORPORATION
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
LINDNER INVESTMENTS
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman
19 April 1996
Lindner Investments
7711 Carondelet Avenue, Suite 700
St. Louis, Missouri 63105
Re: Post-Effective Amendment No. 11 to Form N-1A;
Amendment No. 13 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, as permitted
by Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Trust has designated an additional series of its shares to
be known as the "Lindner Government Money Market Fund" (the "Fund"), and is
proposing to file the above Post-Effective Amendment (the "Post-Effective
Amendment") to the Trust's Registration Statement previously filed under the
1933 Act in order to register shares of the Fund.
We have served as counsel to the Trust in connection with such
registration of the Fund's 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 the Lindner Government Money Market Fund to be registered and sold
pursuant to the Post-Effective Amendment 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 the 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
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 Lindner Government Money Market Fund
(the "Fund"), a series of the Trust, with its initial capital, the
Fund hereby sells to Ryback and Ryback hereby purchases from the
Fund one thousand (1,000) shares (the "Shares") of beneficial
interest in the Fund at $1.00 per share. The Trust hereby
acknowledges receipt from Ryback of $1,000 in full payment for such
Shares.
2. Ryback represents and warrants to the Trust 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 the Shares.
3. Ryback hereby agrees that it will not redeem the Shares
prior to the time that the Trust has completed the amortization of
its organizational expenses relating to the Fund. 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 as of
the 15th day of May, 1996.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
ERIC E. RYBACK
