Rule 497(c)
Reg. No. 33-66712
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
(800) 995-7777
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
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TABLE OF CONTENTS
ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . .1
LINDNER INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .3
WITHHOLDING CERTIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . .5
PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
EXCHANGING AN INVESTMENT FROM THE FUNDTO ANOTHER SERIES OF LINDNER
INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
INDIVIDUAL RETIREMENT ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 11
DETERMINATION OF NET ASSET VALUE ANDUSE OF AMORTIZED COST METHOD OF
VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DIVIDENDS AND DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . 12
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
MANAGEMENT OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . 13
EFFECT OF BANKING LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PERFORMANCE AND YIELD INFORMATION. . . . . . . . . . . . . . . . . . . . . 15
CERTAIN OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
COUNSEL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management fee . . . . . . . . . . . . . . . . . . . . . . . . . . .0.15%
12b-1 distribution fee . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Other expenses, after fee waiver (1) . . . . . . . . . . . . . . . . . 0.35%
----
Total . . . . . . . . . . . . . . . . . . . . . . . . . . 0.50%
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(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 Operating Expenses to be not more
than 0.50% of the Fund's average net assets during the year. Assuming
average net assets of $50 million for the first year of the Fund's
operations, without this fee waiver Other Expenses are estimated to be 0.40%
of average net assets and Total Operating Expenses are estimated to be 0.55%
of average net assets. Ryback Management can terminate this fee waiver at
any time, in its sole discretion.
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
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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
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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. The phone number of the Fund is (800) 995-
7777.
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
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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
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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 5% 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 and 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 an order
is received in proper form and accepted by the Fund. The net asset value
for each day is computed at 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. See "Determination of Net Asset Value and Use of Amortized Cost
Method of Valuation".
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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 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 #042-000-013
Trust Funds, Account #485776660
Credit to Lindner Government Money Market Fund
[Shareholder account name(s)]
[Shareholder account number]
If a wire purchase is to be an initial purchase, please call the Fund
(800) 995-7777 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
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investing directly with the Fund. Direct purchase or sale of shares of the
Fund may be made without a sales or redemption charge.
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 falls on a
weekend or holiday, the account will be debited on the following business
day. Shareholders may participate in the Automatic Investment Plan by
signing a form provided on request. Requests to participate in the
Automatic Investment plan and inquiries regarding the same should be made to
Lindner Investments, P.O. Box 11208, St. Louis, Missouri 63105. All
requests to change or discontinue the Automatic Investment Plan must be
received in writing fifteen (15) days prior to the next scheduled debit
date.
Payroll Deduction
Many employers today provide for payroll deduction. This allows
employees to direct a portion of their pay to the investment option of their
choice via Automatic Clearing House (ACH) funds. 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
Upon request, 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
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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 Lindner Government Money Market Fund,
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 (800) 995-7777 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 redemption requests 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 requested a 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 of redemption requests does
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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 Lindner Government Money Market Fund, 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 federal income tax withholding.
Redemption by Telephone
A shareholder may redeem shares of the Fund by telephone call to the Fund
at (800) 995-7777 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.
In addition to the requirements described in the preceding paragraph, the
Fund will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
telephonic instructions, providing written confirmations of all such
transactions, and/or tape recording all telephonic instructions, IF
PROCEDURES SUCH AS THE ABOVE ARE NOT FOLLOWED, RYBACK MANAGEMENT CORPORATION
AND THE 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 the 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
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exhaust the account. Each redemption of shares may result in a gain or loss
that must be reported on the shareholder's income tax return. Establishment
of a systematic withdrawal account constitutes an election by the
shareholder to reinvest all income dividends payable on his or her 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 Fund.
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 provided the necessary information. ACH
is a convenient electronic means of cash movement that is used by thousands
of individuals and corporations. Under normal circumstances, proceeds will
be posted to the shareholder's bank account the evening of the second
business 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 telephone 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 as such 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").
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(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, the Fund 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 federal
income tax withholding.
Star Bank, N.A., serves as Custodian under IRA Plans. The Custodian's
fee and other information about an IRA Plan are disclosed in Plan documents
including a Disclosure Statement that must be obtained from the 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 Government Money Market Fund, 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 its 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
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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 and the Federal
Reserve Banks are 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 or her entire shareholdings in the Fund, all dividends accrued to the
time of redemption will be paid to the shareholder 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
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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 the 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 its transactions of the Fund. The Fund pays a
fee to the Adviser that is computed daily and payable monthly, at an annual
rate of 0.15% 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 June 1, 1996, the
Adviser managed over $3.8 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 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
for the Fund. The Subadviser's business address is 425 Walnut Street,
Cincinnati, Ohio 45202.
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
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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.
The Fund pays a proportionate part of all other costs and expenses of the
Trust, 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.
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
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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 the kind, quality and maturity of the instruments
held in the Fund, 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.
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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
Government Money Market Fund at 7711 Carondelet, St. Louis, Missouri 63105,
or by calling (800) 995-7777.
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.
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[BACK COVER]
LINDNER INVESTMENTS
7711 Carondelet Avenue, Suite 700
P.O. Box 11208
St. Louis, Missouri 63105
INVESTMENT ADVISER
Ryback Management Corporation
CUSTODIAN
Star Bank, N.A.
COUNSEL
Dykema Gossett PLLC
INDEPENDENT AUDITORS
Deloitte & Touche LLP
TRANSFER AGENT
Ryback Management Corporation
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the
Statement of Additional Information dated 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.
[LOGO]
LINDNER GOVERNMENT MONEY MARKET FUND
PROSPECTUS JULY 6, 1996
Advised by Ryback Management Corporation
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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 this 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
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TABLE OF CONTENTS
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . .3
MANAGEMENT OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . .7
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . 10
INVESTMENT ADVISORY AND OTHER SERVICES . . . . . . . . . . . . . . . . . . 10
PERFORMANCE AND COMPUTATION OF YIELD; DETERMINATION OF NET ASSETVALUE PER
SHARE AND OF NET INVESTMENT INCOME; EXPENSES . . . . . . . . . . . . . . . 13
PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
EXCHANGING AN INVESTMENT FROM THE FUNDTO ANOTHER SERIES OF LINDNER
INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
EFFECT OF BANKING LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . 19
CERTAIN OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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. The 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:
(800) 995-7777.
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
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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
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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
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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:
1. The Fund will not issue senior securities or borrow money
(including borrowings represented by reverse repurchase
agreements), except from banks for temporary or emergency
purposes and not for investment leveraging, and then only in
amounts not exceeding at any one time 5% of the value of the
Fund's total assets at the time of the borrowings.
2. The Fund will not make short sales of securities, will not
purchase securities on margin and will not purchase or sell
put or call options on securities.
3. The Fund will not underwrite securities of any other issuer.
4. The Fund will not invest more than 20% of its net assets in
repurchase agreements with any one primary dealer.
5. The Fund will 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.
6. The Fund will not purchase or sell commodities or commodity
contracts, nor will it invest in real estate or real estate
mortgage loans.
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7. The Fund will invest only in United States Government
Securities, as described above, and in repurchase
obligations secured by such securities, without regard to
percentage of net assets invested in any particular type of
such securities.
8. The Fund will not make loans to other persons; the purchase
of debt securities and the entering into of repurchase
agreements shall not be considered loans for purposes of
this policy.
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
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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) 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
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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 Director
520 Lake Cook Road, of the of the Trust. Chairman and
Suite 325 Board and Treasurer of the Adviser since
Deerfield, IL 60015 Trustee 1992. President and Chief
Executive Offficer of Franklin
Enterprises, Inc., a private
investment firm, for more than last
five years.
Eric E. Ryback, 44* President Since 1993, Trustee and President
7711 Carondelet Ave. and Trustee of the Trust. President and a
Suite 700 Director of the Adviser since 1992.
St. Louis, MO 63105 Prior to 1993 and for more than
five years was Vice President of
Lindner Fund, Inc. ("LFI") and
Lindner Dividend Fund, Inc.
("LDFI") and Vice President of
Lindner Management Corporation
("LMC"), the 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 of
Suite 700 LFI, LDFI and, prior to 1993, LMC.
St. Louis, MO 63105 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 from
7711 Carondelet Ave. 1992 to 1995. Previously served as
Suite 700 research assistant to LFI and LDFI
St. Louis, MO 63105 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 Corporation,
Vianna, VA 22181 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 been
3 Middlebrook Lane employed by Anheuser-Busch, Inc.,
St. Louis, MO 63141 and is currently serving as
Assistant to the Vice President,
Field Sales. Also owns Hart
Communications, Inc., a research,
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strategic planning and image
development firm.
Donald J. Murphy, 52 Trustee For more than past five years has
970 E. Deerpath Rd. served as President and Chief
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 &
Jenner & Block Block, Chicago, Illinois, for more
One IBM Place than the past five years.
Chicago, IL 60611
Peter S. Horos, 47 Trustee Investment Manager, Allstate Life
All State Insurance Company, Northbrook,
All State Plaza Illinois, for more than the past
Northbrook, IL 60062 five years.
Dennis P. Nash, 44 Trustee Vice President, Nellis Feed
Nellis Feed Company Company, a feed ingredient broker,
899 Skokie Blvd. for more than the past five years.
Northbrook, IL 60062
_____________
* Messrs. Ryback and Valassis are interested persons of the Funds, as
defined by the Investment Company Act of 1940.
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.
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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 June 1, 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 June 1, 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 June 1, 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 ............ 06,834 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
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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 0.15% 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 June 1, 1996, the
Adviser managed over $3.8 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.
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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 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.
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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
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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.
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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.
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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 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
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to the Post Office Box address. Overnight courier delivery should be sent
to Lindner Government Money Market Fund, 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 # 042-000-013
Trust Funds, Account # 485776660
Credit to Lindner Government Money Market Fund
[shareholder account number and the account name]
If a wire purchase is to be an initial purchase, please call the Fund
(800) 995-7777 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 charge.
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 falls on a
weekend or holiday, the account will be debited on the following business
day. Shareholders may participate in the Automatic Investment Plan by
signing a form provided on request. Requests to participate in the
Automatic Investment plan and inquiries regarding the same should be made to
Lindner Government Money Market Fund, 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) funds. ACH
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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
Government Money Market Fund, 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 telephone 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 as such, 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.
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(6) If the request is made by a corporation, partnership, trust, fiduciary,
agent or unincorporated association, the Fund 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
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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
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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 July 1, 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.
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