As filed with the Securities and Exchange Commission on February 1, 1996
Registration Nos. 33-66712, 811-7932
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 8 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 10 [X]
LINDNER DIVIDEND FUND, LINDNER GROWTH FUND
LINDNER BULWARK FUND, LINDNER UTILITY FUND,
LINDNER/RYBACK SMALL-CAP FUND and LINDNER INTERNATIONAL FUND
of
LINDNER INVESTMENTS
(Exact Name of Registrant as Specified in Charter)
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Address of Principal Executive Office)
(314) 727-5305
Registrant's Telephone Number, Including Area Code
Eric E. Ryback, President
Ryback Management Corporation
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Name and Address of Agent for Service)
Copy to:
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
It is proposed that this filing will become effective (check appropriate
box):
[ ] Immediately upon filing pursuant to Rule 485(b), or
[ ] On , 199 pursuant to Rule 485(b), or
[ ] 60 days after filing pursuant to Rule 485(a), or
[X] On April 2, 1996 pursuant to Rule 485(a).
The Registrant has previously registered an indefinite number of shares
pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Registrant filed its Rule 24f-2 Notice for the fiscal year ended June 30,
1995, on August 16, 1995.
<PAGE>
Cross Reference Sheet
Pursuant to Rule 481(a)
Form N-1A Part A Item Location in Prospectus
Item 1. Cover Page............................ Cover Page
Item 2. Synopsis.............................. Fund Expenses
Item 3. Condensed Financial Information....... Financial Highlights;
Fund Expenses; Performance
Item 4. General Description of Registrant..... Lindner Investments;
Investment Objectives;
Risk Factors
Item 5. Management of the Fund................ Management of the Trust
Item 5a. Management's Discussion of Fund
Performance........................ Performance
Item 6. Capital Stock and Other Securities.... Dividends, Distributions and
Taxes; Purchase of Shares
and Shareholder Inquiries;
Redemption of Shares; Other
Information
Item 7. Purchase of Securities Being Offered.. Purchase of Shares and
Shareholder Inquiries;
Pricing of Shares for
Purchase or Redemption;
Distribution and Service
Plan; Automatic Investment
Plan; Systematic Withdrawal
Plan; Individual Retirement
Accounts
Item 8. Redemption or Repurchase.............. Redemption of Shares;
Systematic Withdrawal Plan
Item 9. Pending Legal Proceedings............. Not Applicable
Location in Statement of
Form N-1A Part B Item Additional Information
Item 10. Cover Page........................... Cover Page
Item 11. Table of Contents.................... Table of Contents
Item 12. General Information and History...... Not Applicable
Item 13. Investment Objectives and Policies... Investment Objectives and
Policies
Item 14. Management of the Fund............... Management of the Trust
Item 15. Control Persons and Principal
Holders of Securities............ Control Persons and
Principal Holders of
Securities
Item 16. Investment Advisory and Other
Services.......................... Investment Advisory and
Other Services
Item 17. Brokerage Allocation and Other
Practices......................... Brokerage Allocation
Item 18. Capital Stock and Other Securities... Not Applicable
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered........ Purchase, Redemption and
Pricing of Securities
Item 20. Tax Status........................... Not Applicable
<PAGE>
Item 21. Underwriters......................... Not Applicable
Item 22. Calculation of Performance Data...... Additional Performance
Information
Item 23. Financial Statements................. Financial Statements
Form N-1A Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment to
the Registration Statement.
<PAGE>
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH SERIES OF
LINDNER INVESTMENTS WHICH A PROSPECTIVE INVESTOR SHOULD KNOW BEFORE
INVESTING. IT IS IMPORTANT THAT YOU READ IT CAREFULLY BEFORE YOU TO DECIDE
TO INVEST. THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION ABOUT EACH SERIES OF LINDNER
INVESTMENTS DATED APRIL 2, 1996, HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AND IS INCORPORATED INTO THIS PROSPECTUS BY REFERENCE.
A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE WITHOUT
CHARGE, UPON REQUEST TO THE ADDRESS OR TELEPHONE NUMBER LISTED BELOW.
LINDNER INVESTMENTS:
Investor Shares
and
Institutional Shares
of
LINDNER DIVIDEND FUND LINDNER BULWARK FUND
LINDNER GROWTH FUND LINDNER/RYBACK SMALL-CAP FUND
LINDNER UTILITY FUND LINDNER INTERNATIONAL FUND
7711 Carondelet Ave.
P.O. Box 11208
St. Louis, Missouri 63105
(314) 727-5305
Lindner Investments (the "Trust") is a no-load, open-end management
investment company presently consisting of two series whose primary
investment objective is the production of current income-- Lindner Dividend
Fund and Lindner Utility Fund, and four series whose primary investment
objective is capital appreciation--Lindner Growth Fund, Lindner Bulwark
Fund, Lindner/Ryback Small-Cap Fund and Lindner International Fund
(individually a "Fund" and collectively the "Funds"). See "Investment
Objectives" and "Investment Restrictions," herein, for more detailed
information. By this Prospectus, the Trust is offering two classes of
shares of each series--Investor Shares and Institutional Shares, which are
identical except as to services offered to and expenses borne by each class.
Investor Shares are offered to the public without any sales charge, load or
12b-1 fees. Institutional Shares bear certain costs pursuant to a
Distribution and Service Plan adopted in accordance with Rule 12b-1 under
the Investment Company Act of 1940, and are offered to financial and other
institutions for the benefit of fiduciary, agency or custodial accounts.
EACH FUND MAY INVEST ITS ASSETS IN HIGH YIELD, HIGH RISK, DOWN-GRADED DEBT
SECURITIES COMMONLY REFERRED TO AS "JUNK BONDS." IN ADDITION, LINDNER
GROWTH FUND AND LINDNER BULWARK FUND MAY BORROW FOR INVESTMENT PURPOSES,
WITHIN PRESCRIBED LIMITS. There is no assurance that each Fund's objectives
will be met or that there will not be losses in any given investment. Each
Fund is managed by Ryback Management Corporation (the "Adviser" or "Ryback
Management") and represents a separate investment portfolio with its own
investment policies and objectives. The Trust may offer additional series
or classes of shares in order to meet a range of investment needs. Any
additional series of the Trust will also represent a separate investment
portfolio with its own investment policies and objectives.
(continued)
<PAGE>
(cover continued)
SHARES OF THE FUNDS ARE NOT BANK DEPOSITS AND ARE NOT FEDERALLY INSURED
BY, GUARANTEED BY, OBLIGATIONS OF OR OTHERWISE SUPPORTED BY THE U.S.
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD, OR ANY OTHER GOVERNMENTAL AGENCY.
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 APRIL 2, 1996
<PAGE>
TABLE OF CONTENTS
Page
Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . 3
Financial Highlights . . . . . . . . . . . . . . . . . . . . . 4
Lindner Investments . . . . . . . . . . . . . . . . . . . . . 9
Investment Objectives . . . . . . . . . . . . . . . . . . . . 9
Investment Restrictions . . . . . . . . . . . . . . . . . . . 17
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . 17
Management of the Trust . . . . . . . . . . . . . . . . . . . 27
Dividends, Distribution and Taxes . . . . . . . . . . . . . . 29
Withholding Certification . . . . . . . . . . . . . . . . . . 31
Purchase of Shares and Shareholder Inquiries . . . . . . . . . 32
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . 34
Pricing of Shares for Purchase or Redemption . . . . . . . . . 37
Exchanging an Investment from One Fund to Another . . . . . . 38
Distribution and Service Plan . . . . . . . . . . . . . . 39
Automatic Investment Plan . . . . . . . . . . . . . . . . . . 40
Payroll Deduction . . . . . . . . . . . . . . . . . . . . . . 40
Systematic Withdrawal Plan . . . . . . . . . . . . . . . . . . 40
Individual Retirement Accounts . . . . . . . . . . . . . . . . 41
Performance . . . . . . . . . . . . . . . . . . . . . . . . . 41
Other Information . . . . . . . . . . . . . . . . . . . . . . 43
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Appendix - Description of Bond Ratings . . . . . . . . . . . . 45
LINDNER DIVIDEND FUND is a diversified fund whose investment objective is
the production of current income through investments in common stocks,
convertible and non-convertible preferred stocks, corporate bonds and debt
securities issued or guaranteed by the United States that provide a yield
higher than that paid on either the Standard & Poor's Composite Average of
500 stocks or on passbook savings accounts. Capital appreciation is a
secondary objective of the Dividend Fund.
LINDNER GROWTH FUND is a diversified fund whose investment objective is long
term capital appreciation through investments in common stocks or securities
convertible into common stocks. The production of current income is a
secondary objective of the Growth Fund.
LINDNER UTILITY FUND is a diversified fund whose investment objective is the
production of current income through investments in securities of domestic
and foreign public utility companies. Capital appreciation is a secondary
objective of the Utility Fund.
LINDNER BULWARK FUND is a non-diversified fund whose investment objective is
capital appreciation through investments in undervalued securities and
precious metal investments that are believed to have demonstrated a record
of capital preservation during periods of economic distress. The Bulwark
Fund will select investments which have historically maintained their value
when fixed income and equity markets are generally declining. The
production of current income is a secondary objective of the Bulwark Fund.
2
<PAGE>
LINDNER/RYBACK SMALL-CAP FUND is a diversified fund whose investment
objective is capital appreciation. The production of current income is a
secondary objective of the Small-Cap Fund. In furtherance of these
objectives, the Small-Cap Fund will invest substantially all its assets in
common stocks or securities convertible into common stocks, and will invest
at least 65% of its total assets in companies with a market capitalization
of not more than $750 million.
LINDNER INTERNATIONAL FUND is a diversified fund whose investment objective
is capital appreciation through investments in common stocks and securities
convertible into or exchangeable for common stocks of companies that are
organized and have their principal business activities and interests outside
the United States. The International Fund will ordinarily invest at least
65% of its total assets in such securities, and intends to be widely
diversified across securities of many corporations located in three or more
foreign countries. The production of current income is a secondary
objective of the International Fund.
FUND EXPENSES
Lindner Investments (the "Trust") will offer Investor Shares in the Funds
on a no-load basis, without any front-end or back-end sales commission,
without any 12b-1 plan charges, and without any redemption fee. The Trust
will offer Institutional Shares in the Funds to broker-dealers, banks,
retirement plan sponsors, other finanical intermediaries and financial
planners also on a no-load basis, without any front-end or back-end sales
commission or any redemption fee, but the Institutional Shares will pay a
distribution and service fee, pursuant to a Distribution and Service Plan
adopted pursuant to Rule 12b-1, in an amount not to exceed 0.25% of the
average daily net assets of the Institutional Shares outstanding from time
to time.
Shareholder Transaction Expenses
(Applicable to each series of shares offered by Lindner Investments)
Maximum sales load imposed on purchases . . . . . . . . . . . . NONE
Maximum sales load imposed on reinvested dividends . . . . . . NONE
Deferred sales load . . . . . . . . . . . . . . . . . . . . . . NONE
Redemption fee . . . . . . . . . . . . . . . . . . . . . . . . NONE
Exchange fee. . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Wire transfer fee (per requested transaction,
subject to change based upon charges incurred
or levied by the Fund's Custodian for outgoing
wires) (see "Purchase of Shares and Shareholder
Inquiries" and "Redemption of Shares") . . . . . . . . . $10
3
<PAGE>
Annual Fund Operating Expenses
(as a percentage of average net assets)
Total
Fund
Management 12b-1 Other Operating
Fees Fee Expenses Expenses
---------- ----- -------- ---------
Lindner Dividend Fund
Investor Shares 0.52% None 0.09% 0.61%
Institutional Shares<F1> 0.52% 0.25% 0.09% 0.86%
Lindner Growth Fund
Investor Shares 0.43% None 0.11% 0.54%
Institutional Shares<F1> 0.43% 0.25% 0.11% 0.79%
Lindner Utility Fund
Investor Shares 0.69% None 0.35% 1.04%
Institutional Shares<F1> 0.69% 0.25% 0.35% 1.29%
Lindner Bulwark Fund
Investor Shares 0.99% None 0.28% 1.27%
Institutional Shares<F1> 0.99% 0.25% 0.28% 1.52%
Linder/Ryback Small-Cap Fund
Investor Shares 0.70% None 0.95% 1.65%
Institutional Shares<F1> 0.70% 0.25% 0.95% 1.90%
Lindner International Fund<F2>
Investor Shares 1.00% None 0.40% 1.40%
Institutional Shares<F1> 1.00% 0.25% 0.40% 1.65%
- ----------------
<F1> The Trust began offering Institutional Shares in April 1996. Amount
shown are estimates.
<F2> Commenced operations January 1, 1995. Amounts shown are estimates.
Example
You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return, with redemption at the end of each time period:
1 year 3 years 5 years 10 years
------ ------- ------- --------
Lindner Dividend Fund
Investor Shares $ 6 $20 $ 34 $ 76
Institutional Shares $ 9 $27 $ 48 $106
Lindner Growth Fund
Investor Shares $ 6 $17 $ 30 $ 68
Institutional Shares $ 8 $25 $ 44 $ 98
Lindner Utility Fund
Investor Shares $11 $33 $ 57 $127
Institutional Shares $13 $41 $ 71 $156
Lindner Bulwark Fund
Investor Shares $13 $40 $ 70 $153
Institutional Shares $15 $48 $ 83 $181
Lindner/Ryback Small-Cap Fund
Investor Shares $17 $52 $ 90 $195
Institutional Shares $19 $60 $103 $222
Lindner International Fund
Investor Shares $14 $44 $ 77 $168
Institutional Shares $17 $52 $ 90 $195
4
<PAGE>
The purpose of the above table is to assist investors in understanding the
various costs and expenses that an investor in each Fund will bear, directly
or indirectly. For a more complete discussion of the expenses connected
with an investment in each Fund and the services provided to the Funds, see
"Management of the Funds." THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF THE PAST OR FUTURE PERFORMANCE OR EXPENSES OF ANY FUND.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
FINANCIAL HIGHLIGHTS
(for a share outstanding throughout the period)
The information contained in the tables below for the Investor Shares of
all Funds has been extracted from financial statements audited by Deloitte &
Touche LLP, independent auditors, whose unqualified report appears in the
Lindner Investments Annual Report to Shareholders for the fiscal year ended
June 30, 1995. This information should be read in conjunction with each
Fund's audited financial statements, and the notes relating thereto,
appearing in such Annual Report, which are incorporated by reference into
the Statement of Additional Information. A copy of such Annual Report may
be obtained upon request. Information concerning the Institutional Shares
of all Funds is not available because the Trust only began offering
Institutional Shares in April 1996.
5
<PAGE>
<TABLE>
<CAPTION>
LINDNER DIVIDEND FUND<F1>
INVESTOR SHARES Four
Months
Ended
Period Ended February 28(29) June 30
--------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993<F2> 1994 1995 1995
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) from
Investment Operations:
Net Asset Value Beginning
of Period ................ $24.90 $24.49 $21.19 $23.17 $22.69 $21.56 $24.27 $27.01 $27.63 $24.96
Net Investment Income ...... 1.85 1.68 1.71 2.02 1.92 2.15 1.72 1.88 1.93 0.95
Net Realized and Unrealized
Gains (Losses) on Invest-
ments .................... 3.17 (1.95) 1.65 (0.30) (1.17) 2.55 2.98 1.06 (2.13) 1.05
Total from Investment
Operations ............... 5.02 (0.27) 3.36 1.72 0.75 4.70 4.70 2.94 (0.20) 2.00
Distributions:
Dividends from Net Invest-
ment Income .............. 2.17 1.87 1.32 2.19 1.86 1.99 1.86 1.74 1.90 0.96
Distributions from Net
Realized Gains from Invest-
ment Transactions ........ 3.26 1.16 0.06 0.01 0.02 0.00 0.10 0.58 0.57 0.00
Total Distributions ........ 5.43 3.03 1.38 2.20 1.88 1.99 1.96 2.32 2.47 0.96
Net Asset Value, End of
Period ..................... 24.49 21.19 23.17 22.69 21.56 24.27 27.01 27.63 24.96 26.00
Total Return <F3> ............ 22.20% -0.51% 16.21% 7.48% 3.84% 22.91% 20.28% 11.19% -0.44% 8.12%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets ....... 1.00% 1.04% 0.97% 0.87% 0.87% 0.80% 0.74% 0.64% 0.61% 0.21%
Ratio of Net Investment
Income to Average Net
Assets ................... 7.43% 7.43% 7.57% 8.90% 8.98% 9.75% 7.10% 7.01% 7.76% 2.43%
Portfolio Turnover Rate .... 56.04% 16.52% 2.30% 5.47% 3.36% 24.01% 13.50% 43.20% 29.79% 11.00%
Net Assets, End of Period
(in Millions) ............ $66 $52 $97 $142 $163 $266 $1,016 $1,532 $1,697 $1,903
- -------------
<F1> Historical performance information is for Lindner Dividend Fund, Inc. ("LDFI"), the predecessor of the Lindner
Dividend Fund series of the Trust. The Lindner Dividend Fund series of the Trust succeeded to all of the assets and
liabilities of LDFI on June 29, 1995, pursuant to a reorganization approved by the shareholders of LDFI on June 29,
1995.
<F2> On January 29, 1993, Lindner Dividend Fund changed financial advisors to Ryback Management Corporation from
Lindner Management Corporation.
<F3> Total return for periods of less than one year is not annualized. Total return is the percentage increase in
value for a period, assuming initial investment at net asset value on the day before the start of the period and
assuming all dividends and distributions were reinvested and a redemption at the net asset value on the last day of
the period.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
LINDNER GROWTH FUND<F1>
INVESTOR SHARES
Period Ended June 30
--------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993<F2> 1994 1995
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) from
Investment Operations:
Net Asset Value Beginning
of Period ................. $19.00 $21.16 $19.15 $17.74 $19.66 $19.42 $17.72 $20.10 $22.32 $22.42
Net Investment Income ....... 1.26 0.89 0.66 0.85 0.85 0.75 0.57 0.50 0.38 0.43
Net Realized and Unrealized
Gains (Losses) on Invest-
ments ..................... 1.88 2.68 0.52 1.94 0.66 (0.88) 2.47 2.40 0.71 2.66
Total from Investment
Operations ................ 3.14 3.57 1.18 2.79 1.51 (0.13) 3.04 2.90 1.09 3.09
Distributions:
Dividends from Net Invest-
ment Income ............... 0.11 1.49 0.98 0.69 0.91 0.86 0.66 0.53 0.46 0.34
Distributions from Net
Realized Gains from Invest-
ment Transactions ......... 0.87 4.09 1.61 0.18 0.84 0.71 0.00 0.15 0.53 1.84
Total Distributions ......... 0.98 5.58 2.59 0.87 1.75 1.57 0.66 0.68 0.99 2.18
Net Asset Value, End of
Period ...................... 21.16 19.15 17.74 19.66 19.42 17.72 20.10 22.32 22.42 23.33
Total Return <F3> ............. 17.42% 22.69% 7.48% 16.51% 7.89% -0.23% 17.58% 14.87% 4.83% 14.89%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets ........ 0.58% 0.89% 1.07% 0.92% 0.74% 0.83% 0.80% 0.80% 0.65% 0.54%
Ratio of Net Investment
Income to Average Net
Assets .................... 5.83% 4.56% 3.76% 4.93% 4.84% 4.64% 3.05% 2.52% 1.69% 1.89%
Portfolio Turnover Rate ..... 32.52% 39.33% 20.93% 17.81% 19.24% 12.96% 11.37% 18.71% 37.92% 24.63%
Net Assets, End of Period
(in Millions) ............. $391 $406 $404 $535 $716 $783 $978 $1,278 $1,528 $1,446
- -----------------
<F1> Historical performance information is for Lindner Fund, Inc. ("LFI"), the predecessor of the Lindner Growth
Fund series of the Trust. The Lindner Growth Fund series of the Trust succeeded to all of the assets and
liabilities of LFI on June 29, 1995, pursuant to a reorganization approved by the shareholders of LDFI on June 29,
1995.
<F2> On January 29, 1993, Lindner Growth Fund changed financial advisors to Ryback Management Corporation from
Lindner Management Corporation.
<F3> Total return for periods of less than one year is not annualized. Total return is the percentage increase in
value for a period, assuming initial investment at net asset value on the day before the start of the period and
assuming all dividends and distributions were reinvested and a redemption at the net asset value on the last day of
the period.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
LINDNER LINDNER LINDNER/RYBACK LINDNER
UTILITY BULWARK SMALL-CAP INTERNATIONAL
FUND <F1> FUND <F2> FUND <F3> FUND <F4>
INVESTOR SHARES
Period Ended June 30
-----------------------------------------------------
1994 1995 1994 1995 1994 1995 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) from
Investment Operations:
Net Asset Value Beginning
of Period .................. $10.00 $10.02 $7.00 $7.17 $5.00 $4.79 $9.00
Net Investment Income ........ 0.05 0.39 0.01 0.11 0.01 (0.03) 0.07
Net Realized and Unrealized
Gains (Losses) on Invest-
ments ...................... (0.01) 0.84 0.16 (0.10) (0.22) 0.71 0.02
Total from Investment
Operations ................. 0.04 1.23 0.17 0.01 (0.21) 0.68 0.09
Distributions:
Dividends from Net Invest-
ment Income ................ 0.02 0.39 0.00 0.05 0.00 0.01 0.00
Distributions from Net
Realized Gains from Invest-
ment Transactions .......... 0.00 0.09 0.00 0.04 0.00 0.00 0.00
Total Distributions .......... 0.02 0.48 0.00 0.09 0.00 0.01 0.00
Net Asset Value, End of
Period ....................... $10.02 $10.77 $7.17 $7.09 $4.79 $5.46 9.09
Total Return <F5> .............. 0.39% 12.51% 2.43% 0.10% -4.20% 14.32% 1.00%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets ......... 1.30% 1.04% 0.66% 1.27% 0.96% 1.65% 1.26%
Ratio of Net Investment
Income to Average Net
Assets 0.76% 3.02% 0.26% 2.45% 0.52% -0.57% 1.02%
Portfolio Turnover Rate 44.95% 190.70% 0.89% 34.98% 5.03% 158.62% 0.00%
Net Assets, End of Period
(in Millions) $11 $18 $31 $65 $5 $8 $0.3
<F1> Operations commenced on October 4, 1993.
<F2> Operations commenced on January 24, 1994.
<F3> Operations commenced on February 11, 1994.
<F4> Operations commenced on January 1, 1995.
<F5> Total return for periods of less than one year is not annualized. Total return is the percentage increase in
value for a period, assuming initial investment at net asset value on the day before the start of the period and
assuming all dividends and distributions were reinvested and a redemption at the net asset value on the last day of
the period.
</TABLE>
8
<PAGE>
LINDNER INVESTMENTS
Lindner Investments (the "Trust") is an open-end no-load management
investment company, an arrangement whereby a number of persons invest in a
company which itself invests in securities and other assets. This kind of
arrangement is commonly called a mutual fund. The Trust was organized under
the laws of the Commonwealth of Massachusetts on July 20, 1993, and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Trust's principal office is located at 7711 Carondelet Avenue,
St. Louis, Missouri 63105.
The Trust presently offers two classes of shares--Investor Shares and
Institutional Shares (each such class being referred to as a "Class")--in
each of six separate investment portfolios (each such portfolio being
referred to as a "Series"). 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 Classes are identical, except that Institutional Shares are subject
to an annual distribution and service fee at the rate 0.25% of value of the
average daily net assets of Institutional Shares. The fee is payable for
advertising, marketing and distributing the Institutional Shares and for
ongoing services relating to the maintenance of shareholder accounts for
Institutional Shares pursuant to the Distribution and Service Plan adopted
in accordance with Rule 12b-1 under the Investment Company Act of 1940. See
"Distribution and Service Plan" and "Fund Expenses". The distribution and
service fee paid by Institutional Shares will cause Institutional Shares to
have a higher expense ratio which will result in the payment of lower
dividends than those paid on Investor Shares.
WHEN USED IN THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL
INFORMATION WITH RESPECT TO INSTITUTIONAL SHARES, THE TERMS "INVESTOR" AND
"SHAREHOLDER" REFER TO THE INSTITUTION PURCHASING INSITUTIONAL SHARES AND DO
NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY
PURCHASE OR HOLD INSTITUTIONAL SHARES. Such institutions have agreed to
transmit copies of this Prospectus and all relevant Fund materials,
including any proxy materials and annual and semi-annual reports, to each
individual or entity for whose account the institution purchases
Institutional Shares, to the extent required by law.
INVESTMENT OBJECTIVES
The investment objectives of each Fund are described below. Differences in
objectives and policies among the Funds, differences in the degree of
acceptable risk, tax considerations and the judgment of the portfolio
manager are among the factors that can be anticipated to affect the
investment return of each Fund. As a result of such differences, the
performance results of each Fund may differ even though more than one Fund
may utilize similar investment techniques. Each Fund's investment objective
may not be changed without the approval of the holders of a
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majority of the outstanding shares of each Fund, which is defined in the
1940 Act to mean the lesser of (a) 67% of the shares of the Fund at a
meeting at which more than 50% of the shares are present in person or by
proxy or (b) more than 50% of the outstanding shares of the Fund.
LINDNER DIVIDEND FUND
The primary investment objective of Lindner Dividend Fund is the production
of current income. Capital appreciation is a secondary objective of the
Dividend Fund and, although a factor in investment decisions, will be sought
only in situations in which it is compatible with the primary objective.
The Dividend Fund will invest in any or all of the following kinds of
securities, named in order of preference, with each portfolio security
designed to yield substantial investment income: (1) Common stocks paying
substantial dividends which the Adviser expects to be maintained or
increased; (2) Preferred stocks or bonds convertible into common stock; (3)
Other preferred stocks or bonds; (4) Debt securities issued or guaranteed by
the United States or its agencies or instrumentalities; (5) Securities sold
by companies or institutional investors in private placement transactions
which qualify as "Rule 144A Securities"; and (6) Securities issued by real
estate investment trusts ("REITS").
Under normal circumstances, dividend-paying common or preferred stocks will
constitute at least 65% of the Dividend Fund's total assets. For temporary
defensive purposes, however, investments in common stocks will be
substantially reduced or eliminated when the Adviser considers market or
economic conditions to be unfavorable for investment in common stocks.
Preferred stocks may be reduced or eliminated when the Adviser expects
long-term interest rates to increase. Under the circumstances described
above, these stock investments will be replaced with bonds or other debt
instruments whose interest rates and maturities are expected to provide
optimum income consistent with some protection of principal. The Dividend
Fund does not intend to purchase securities for short-term trading purposes,
but it will make changes in its portfolio to improve income or appreciation,
without regard to the length of time the security has been held.
In selecting bonds for investment, the Adviser weighs the current yield and
yield to maturity against the issuer's financial condition and earnings, but
is not limited as to investment quality. A portion of the Dividend Fund's
assets are currently invested in high-yield, high-risk debt securities
(commonly referred to as "junk bonds"). The Dividend Fund will not invest
more than 35% of its total assets in junk bonds at any time, based upon
market value at the time of investment. See "Risk Factors - Common Risks -
High Risk/High Yield, Low-Rated Securities."
LINDNER GROWTH FUND
The primary investment objective of the Lindner Growth Fund is long-term
capital appreciation. The production of current income, although a factor
in portfolio selection, is secondary to the Growth Fund's primary objective.
In furtherance of these objectives, the Growth Fund will invest
substantially all its assets in common stocks or securities convertible into
common stocks, without regard to quality or rating.
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Derivative securities, such as warrants, will not be purchased but may be
retained if they are received as distributions from the issuers of
securities held by the Growth Fund. The Growth Fund may also invest to a
limited degree in (i) nonconvertible preferred stocks and debt securities
without regard to quality or rating (but the Growth Fund will not invest
more than 10% of its total assets in junk bonds at any time), (ii) Rule 144A
Securities and (iii) securities issued by REITs. For temporary defensive
purposes, when the Adviser considers market or economic conditions to be
unfavorable to investments in common stocks, the Growth Fund may invest all
or any portion of its assets for defensive purposes in short-term United
States Government securities or other short-term debt securities, including
junk bonds. Such unfavorable conditions particularly include interest rate
levels or stock price-to-earnings ratios in excess of historical norms.
LINDNER UTILITY FUND
The primary investment objective of Lindner Utility Fund is the production
of current income. Capital appreciation is a secondary objective. The
Utility Fund will invest in any or all of the following kinds of securities,
named in order of preference, with each portfolio security intended, over
time, to yield substantial investment income: (1) Common stocks of domestic
and foreign public utilities, including, but not limited to, gas, electric,
telecommunications, cable television, water and energy utilities
("Utilities"); (2) Preferred stocks or bonds convertible into common stock
issued by Utilities; (3) Other preferred stocks or bonds issued by
Utilities; (4) Common stocks, preferred stocks and bonds convertible into
common stock and other preferred stocks and bonds issued by companies other
than utilities, including up to 35% of total assets in junk bonds if it
believes that doing so will result in capital appreciation or produce income
on idle cash; (5) Debt securities issued or guaranteed by the United States
or its agencies or instrumentalities; and (6) Securities sold by companies
or institutional investors in private placement transactions which qualify
as "Rule 144A" securities.
In accordance with its primary objective of producing current income,
substantially all of the Utility Fund's investments will be income producing
and, under normal circumstances, at least 65% of the Utility Fund's total
assets will be invested in common or preferred stocks issued by Utilities.
Under some circumstances, the Utility Fund may purchase securities not
paying dividends or interest at the time of purchase in anticipation that
the issuer of such securities will begin or resume the payment of dividends
or interest, as the case may be, in the foreseeable future.
For temporary defensive purposes, however, investments in common stocks may
be substantially reduced or eliminated if the Adviser considers market or
economic conditions to be unfavorable for investment in common stocks and
investment in preferred stocks may be reduced or eliminated if the Adviser
expects long-term interest rates to increase. Under the circumstances
described above, these stock investments will be replaced
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with bonds or other debt instruments, including junk bonds (but only up to
35% of total assets), whose interest rates and maturities are expected to
provide optimum income consistent with the protection of principal.
Investments in high-yield debt securities made for temporary defensive
purposes will generally emphasize those with short-term maturities in order
to protect principal and reduce the Fund's exposure to the price volatility
of these types of debt securities.
LINDNER BULWARK FUND
The primary investment objective of Lindner Bulwark Fund is capital
appreciation through investments in undervalued securities and precious
metal investments that are believed to have demonstrated a record of capital
preservation during periods of economic distress. The production of current
income is a secondary objective. The Bulwark Fund will seek to invest in
sectors and investments intended to protect against the erosion of the value
of financial assets.
The Bulwark Fund intends to operate in a manner that will cause it to be
classified as a "non-diversified" investment company, which means that at
any time, or from time to time, the Bulwark Fund may have a portfolio
investment in securities of a single issuer or corporation that represents
more than 10% of the outstanding voting stock of such issuer or corporation.
To the extent that the Bulwark Fund invests in this manner, an investment in
the Bulwark Fund may involve greater risks than an investment in other types
of "diversified" mutual funds due to risks associated with that particular
issuer.
The Bulwark Fund will invest in any or all of the following securities and
engage in any or all of the following investment activities: (1) Publicly
traded common stocks of domestic and foreign companies engaged in the
production of precious metals and other natural resources; (2) Publicly
traded common stocks of domestic and foreign companies which can maintain
value during inflationary periods such as companies with undervalued liquid
assets, proprietary market positions, pricing flexibility and high returns
on invested capital; (3) Publicly traded preferred stocks or bonds
convertible into common stock issued by such companies; (4) Other publicly
traded preferred stocks or bonds issued by such companies, including
securities issued by REITs which are listed on a national securities
exchange or eligible to be quoted in the Nasdaq Stock Market; (5) Short
sales of securities in order to profit from declines in stock prices; (6)
Securities sold by companies or institutional investors in private placement
transactions which qualify as Rule 144A Securities; (7) All or portions of
secured or unsecured loans originally made by banks, insurance companies or
other financial institutions; (8) Debt securities issued or guaranteed by
the United States or its agencies or instrumentalities including mortgage
securities and derivatives; (9) Gold, silver or platinum bullion, or other
precious metals and precious metal options and futures; and (10) Options and
futures on any security or index.
In addition, during the period that there has been a decline of more
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than 10% in either the Standard & Poor's 500-stock Index or the Nasdaq
Composite Index from their respective 12-month high points, the Bulwark Fund
will concentrate its investments by investing more than 25% of its total
assets in securities of domestic and foreign companies engaged in the
production of precious metals or other natural resources. While
concentrated in this manner, the Bulwark Fund will be subject to a greater
extent to the higher than normal price volatility of such types of
investments. However, the Adviser believes that concentration in such types
of securities will better preserve capital in situations of a general market
decline. At present, the Bulwark Fund is not concentrated in these types of
investments. At any time the Adviser deems it advisable for temporary
defensive purposes or to meet redemptions, the Bulwark Fund may hold all its
assets in cash or cash equivalents, which include liquid short-term United
States government securities.
As among the several categories of investments described above, the Bulwark
Fund may invest up to 35% of its assets in bonds and other forms of debt
securities including high-risk, high-yield debt securities ("junk bonds") if
it believes that doing so will result in capital appreciation or income on
idle cash. See "Risk Factors - Common Risks - High-Risk/High-Yield,
Low-Rated Securities."
LINDNER/RYBACK SMALL-CAP FUND
The primary investment objective of Lindner/Ryback Small-Cap Fund is capital
appreciation. The production of current income, although a factor in
portfolio selection, is secondary to the Small-Cap Fund's primary objective.
In furtherance of these objectives, the Small-Cap Fund intends to invest
substantially all its assets in common stocks or securities convertible into
common stocks, and will invest at least 65% of its total assets in companies
with a market capitalization of not more than $750 million. Market
capitalization means the total market value of a company's outstanding
common stock.
The Small-Cap Fund may invest in any or all of the following kinds of
securities: (1) Common stocks or securities convertible into common stocks;
(2) Non-convertible preferred stocks or bonds without regard to quality or
rating; (3) Debt securities issued or guaranteed by the United States or its
agencies or instrumentalities; (4) Securities sold by companies or
institutional investors in private placement transactions which qualify as
Rule 144A Securities; and (5) Securities issued by REITs which are listed on
a national securities exchange or eligible to be quoted in the Nasdaq Stock
Market.
Derivative securities, such as warrants, will not be purchased but may be
retained if they are received as distributions from the issuers of
securities held by the Small-Cap Fund. Under temporary market or economic
conditions which the Adviser considers unfavorable to investments in common
stocks, the Small-Cap Fund may invest all or any portion of its assets for
defensive purposes in short-term United States Government securities.
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As among the several categories of investments described above, the
Small-Cap Fund may invest up to 20% of its assets in bonds and other forms
of debt securities including high-risk, high-yield debt securities ("junk
bonds") if it believes that doing so will result in capital appreciation or
income on idle cash. See "Risk Factors - Common Risks -
High-Risk/High-Yield, Low-Rated Securities."
LINDNER INTERNATIONAL FUND
The primary investment objective of Lindner International Fund is capital
appreciation. The production of current income, although a factor in
portfolio selection, is secondary to the International Fund's primary
objective. In furtherance of these objectives, the International Fund
intends to ordinarily invest at least 65% of its total assets in common
stocks and securities convertible into or exchangeable for common stocks of
companies that are organized and have their principal business activities
and interests outside the United States. The International Fund will invest
only in convertible securities that are rated "B" or better by Standard and
Poor's Corporation or Moody's Investors Service, Inc. (or if unrated, those
deemed by the Adviser to be of comparable quality). The International Fund
will not invest more than 20% of total assets in convertible securities that
are rated below investment grade or, if unrated, are deemed by the Adviser
to be below investment grade (i.e., junk bonds), based on market value at
the time of investment. The International Fund intends to be widely
diversified across securities of many corporations located in three or more
foreign countries. The International Fund will invest in emerging markets
which may not yet fully reflect the potential of the developing economy.
There are no prescribed limits on geographic asset distribution and the
International Fund has the authority to invest in securities traded in
securities markets of any country in the world. In appropriate
circumstances, such as when a direct investment by the International Fund in
the securities of a particular country cannot be made, or when the
securities of another investment company are more liquid than its underlying
portfolio securities, the International Fund may, consistent with the
provisions of the 1940 Act, invest in the securities of closed-end
investment companies that invest in foreign securities. As a shareholder of
another investment company, the International Fund may indirectly bear
advisory and service fees that are in addition to the fees the International
Fund pays to its Adviser and other service providers.
The International Fund intends to invest principally in the securities of
financially strong companies that are believed to present opportunities for
growth within expanding international economies and markets through
increased earning power and improved utilization or recognition of assets.
Investment may be made in equity securities of companies of any size,
whether or not traded on a recognized securities exchange. It may invest in
companies whose earnings are believed by the Adviser to be in a relatively
strong growth trend, or in companies in which significant further growth is
not anticipated but whose market value is thought by the Adviser to be
undervalued. It may invest in
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small and relatively less well-known companies, which may have more
restricted product lines or more limited financial resources than larger,
more established companies and may be more severely affected by economic
downturns or other adverse developments. Trading volume of these companies'
securities may also be low and their market values volatile.
Although it is the policy of the International Fund to purchase and hold
securities for capital appreciation, changes in the portfolio of the
International Fund generally will be made whenever its portfolio manager
believes they are advisable. Portfolio changes may result from liquidity
needs, securities having reached a price or yield objective, anticipated
changes in interest rates or the credit standing of an issuer, or by reason
of economic or other developments not foreseen at the time of the investment
decision. Because the investment changes usually will be made without
reference to the length of time a security has been held, a significant
number of short-term transactions may result.
To a limited extent, the International Fund may engage in short-term
transactions if such transactions further its primary investment objective.
The International Fund may sell one security and simultaneously purchase
another of comparable quality or simultaneously purchase and sell the same
security to take advantage of short-term differentials in bond yields or
otherwise purchase individual securities in anticipation of relatively
short-term price gains. The rate of portfolio turnover will not be a
determining factor in the purchase and sale of such securities, and the
portfolio turnover rate of the International Fund may exceed 100%, which is
higher than most equity mutual funds. However, the Adviser does not expect
the annual portfolio turnover rate of the International Fund to exceed 150%.
To the extent short-term trading results in the realization of short-term
capital gains, shareholders will be taxed on such gains at ordinary income
tax rates. However, certain tax rules may restrict the International Fund's
ability to sell securities in some circumstances when the security has been
held for less than three months. Increased portfolio turnover necessarily
results in correspondingly higher costs including brokerage commissions,
dealer mark-ups and other transaction costs on the sale of securities and
reinvestment in other securities, and may result in the acceleration of
taxable gains.
For temporary defensive purposes, when the Adviser considers market or
economic conditions to be unfavorable to investments in common stocks, the
International Fund may invest all or any portion of its assets for defensive
purposes in short-term United States Government securities or in short-term
foreign government, government agency and in other government entity
securities as well as other investment grade short-term securities,
including repurchase agreements.
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INVESTMENT RESTRICTIONS
The investment restrictions listed below are among the restrictions that
have been adopted by the Funds as fundamental policies. See "Investment
Objectives and Policies" in the Statement of Additional Information.
FOREIGN SECURITIES
Under normal circumstances, Lindner International Fund expects to invest at
least 65% of its assets in foreign securities. For Lindner Utility Fund and
Lindner Bulwark Fund, holdings in foreign securities will be limited to 35%
of each Fund's net assets, including a limit of 10% of each Fund's net
assets in securities primarily traded in the markets of any one country. As
an operating policy, Lindner Growth Fund and Lindner/Ryback Small-Cap Fund
may invest up to 25% of net assets in foreign securities; however, these
limitations are not fundamental policies and may be changed without the
consent of the holders of the majority of such Fund's outstanding voting
securities. See "Risk Factors - Foreign Securities."
ILLIQUID SECURITIES
Lindner Utility Fund and Lindner/Ryback Small-Cap Fund are prohibited from
investing in illiquid securities. All other Funds may invest up to 15% of
their net assets in securities that are considered illiquid. However, Rule
144A Securities are generally not considered illiquid securities and all
Funds may invest up to 25% of net assets in Rule 144A Securities.
DIVERSIFICATION
All Funds except Lindner Bulwark Fund qualify as a "diversified" investment
company under the 1940 Act, which means that these Funds will not purchase a
security of any single issuer (except U.S. Government securities) if (i) it
would cause the Fund to own more than 10% of the voting securities of that
issuer or (ii) it would cause the Fund's holdings of that issuer to amount
to more than 5% of its total assets. As a fundamental policy, Lindner
Bulwark Fund also will not invest in the securities of any single issuer
(except U.S. Government securities) if it would cause the Bulwark Fund's
holding of that issuer to amount to more than 5% of the Bulwark Fund's total
assets. However, the Bulwark Fund may acquire more than 10% of the voting
securities of a single issuer. In such event, an investment in the Bulwark
Fund may present a greater risk to the holder since the Bulwark Fund's
performance would be more closely tied to that of such issuer company.
CONCENTRATION
Except as set forth below, the Funds may not invest more than 25% of total
assets in securities of issuers within any one industry. Lindner Dividend
Fund may invest up to 40% of its total assets in securities of electric and
gas utilities (but not more than 25% of its total assets in either one of
these industries). Lindner Utility Fund will invest more than 25% of its
assets in Utilities, and will, under normal circumstances, have at least 65%
of its assets so invested. In
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addition, Lindner Bulwark Fund will concentrate its investments by investing
more than 25% of its total assets in securities of domestic and foreign
companies engaged in the production of precious metals or other natural
resources when there has been a decline of more than 10% in either the
Standard & Poor's 500 Composite Stock Price Index or the Nasdaq Composite
Index from their respective 12-month high points.
SHORT SALES
Except for Lindner Bulwark Fund, none of the Funds may engage in short sales
of securities unless they own or have the right to acquire, without the
payment of further consideration, an approximately equal amount of such
securities ("short sales against the box"). On the other hand, Lindner
Bulwark Fund may engage in short sales of securities with a total market
value of up to 25% of the Bulwark Fund's total assets, excluding short sales
against the box as described above.
REAL ESTATE
None of the Funds may purchase or sell interests in real estate. However,
Lindner Dividend Fund, Lindner Growth Fund and Lindner Bulwark Fund may each
invest up to 25% of their total assets in REITs whose shares are listed for
trading on a national securities exchange or eligible to be quoted in the
Nasdaq Stock Market, while Lindner/Ryback Small-Cap Fund and Lindner
International Fund are limited to investing in REITs to no more than 15% of
total assets.
BORROWING
Lindner Dividend Fund, Lindner Utility Fund, Lindner/Ryback Small-Cap Fund
and Lindner International Fund may not borrow money, except from banks for
temporary or emergency purposes and not for investment leveraging, provided
that bank borrowings in the aggregate may not exceed 5% of the total assets.
On the other hand, Lindner Growth Fund and Lindner Bulwark Fund may borrow
from banks for any purpose, including investment leveraging, but borrowing
may not exceed 12-1/2% of total assets in the case of Lindner Growth Fund or
20% of total assets in the case of Lindner Bulwark Fund (including the
amount borrowed) at the time of such borrowing.
If a percentage restriction for any Fund is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a
change in values of portfolio investments or the amount of total or net
assets of that Fund will not be considered a violation of any of the
foregoing restrictions.
RISK FACTORS
For a further discussion of investment techniques and the risks associated
with them, see the Statement of Additional Information.
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COMMON RISKS
Rule 144A Securities. As noted above, some of the securities purchased by
the Funds may be in the form of securities sold by issuers or institutional
investors in private placement transactions which qualify as "Rule 144A
securities." Rule 144A securities are subject to certain legal or
contractual restrictions on their resale, which might prevent their sale at
a time when a sale would otherwise be desirable. The National Association
of Securities Dealers ("NASD") maintains a computerized market in certain
Rule 144A securities (known as the "PORTAL Market"). For many other Rule
144A securities there is an active secondary trading market maintained by
large, national broker-dealers who provide continuous bid and asked
quotations for such securities. The Adviser limits the investments of each
Fund in Rule 144A securities to those which are traded in the PORTAL Market
or for which such national broker-dealers make a market. In the opinion of
the Trust's Board of Trustees, these limitations on investments in Rule 144A
securities make such investments liquid rather than illiquid in nature.
Notwithstanding such determination, Rule 144A securities bear an additional
risk of lesser liquidity under adverse market conditions.
REITs. All of the Funds except the Utility Fund may invest in REITs whose
shares are listed for trading on a national securities exchange or eligible
to be quoted in the Nasdaq Stock Market. REITs are entities that pool
monies raised from investors to purchase commercial, industrial and/or
residential real estate and, in some cases, to make mortgage loans secured
by such properties. As a result, an investor in a REIT has, in effect,
purchased an undivided interest in all of the real estate or mortgage loans
owned by the REIT, thus spreading the investor's risk, much as the purchase
of shares in a mutual fund spreads the investor's risk among securities
issued by several entities. Nevertheless, investment in a REIT carries with
it the risks inherent in any real estate investment including, but not
limited to, declines in real estate values, credit risks relative to the
lessees' or borrowers' ability to pay the underlying lease or mortgage
obligations and risks associated with environmental problems involving the
real estate owned by the REIT.
Typically, the REIT is the owner of the real estate and leases it, pursuant
to long term written leases, to the users thereof or makes a mortgage loan
to the user to enable the user to purchase the property. The rental income
earned by a REIT, less operating and certain other expenses not paid by the
lessees, and interest received on mortgage loans, become the net income of
the REIT, substantially all of which is required under the Internal Revenue
Code to be distributed to the REIT's shareholders, thus avoiding taxation at
the REIT level.
Foreign Securities
Investments in foreign securities, including those of foreign governments,
involve risks that are different in some respects from investments in
securities of U.S. issuers, such as the risk of fluctuations in the value of
the currencies in which they are denominated, a heightened risk of adverse
political and economic
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developments and, with respect to certain countries, the possibility of
expropriation, nationalization of confiscatory taxation or limitations on
the removal of funds or other assets. Securities of some foreign companies
are less liquid and more volatile than securities of comparable domestic
companies. There also may be less publicly available information about
foreign issuers than domestic issuers, and foreign issuers generally are not
subject to uniform accounting, auditing and financial reporting standards,
practices and requirements applicable to domestic issuers. Certain markets
may require payment for securities before delivery. There may be limited
legal recourse against an issuer in the event of an default on a debt
instrument. Delays may be encountered in settling securities transactions
in certain foreign markets and a Fund will incur costs in converting foreign
currencies into U.S. dollars. Bank custody charges are generally higher for
foreign securities. American Depositary Receipts, which are traded on
national securities exchanges in the United States and represent an
ownership interest in a foreign issuer, do not involve the same direct
currency and liquidity risks as foreign securities.
The considerations noted above may be intensified in the case of investments
in developing countries or countries with limited or developing capital
markets. In particular, developing countries may have relatively unstable
governments, economies based on only a few industries and securities markets
that trade a small number of securities. Securities of issuers located in
developing countries may have limited marketability and may be subject to
more abrupt or erratic price fluctuations.
At times, foreign securities may be listed on foreign exchanges or traded in
foreign markets which are open on days (such as Saturday) when a Fund does
not compute its price or accept orders for the purchase, redemption or
exchange of its shares. As a result, the net asset value of a Fund may be
significantly affected by trading on days when shareholders cannot make
transactions.
The share price of a Fund that invests in foreign securities will reflect
movements of both the prices of the portfolio securities and the currencies
in which such securities are denominated. A Fund's foreign investments may
cause changes in share price that have a low correlation with movements in
the U.S. markets. Because most foreign securities will be denominated in
foreign currencies, or otherwise will have values that depend on the
performance of foreign currencies relative to the U.S. dollar, the relative
strength of the U.S. dollar may be an important factor in performance,
depending on the extent of a Fund's foreign investments.
The current investment policy for the International Fund provides that it
may conduct foreign currency exchange transactions on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign exchange currency market,
or on a forward basis to "lock in" the U.S. Dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying transactions, the International Fund attempts to protect itself
against possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the applicable foreign
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currency during the period between the date the security is purchased or
sold and the date such payments are made or received.
Lindner International Fund is permitted to enter into forward contracts for
hedging purposes. When the Adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar (or sometimes against another currency), the International Fund is
permitted to enter into forward contracts to sell, for a fixed-dollar or
other currency amount, foreign currency approximating the value of some or
all of its portfolio securities denominated in that currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible. The future value of such
securities in foreign currencies changes as a consequence of market
movements in the value of those securities between the date the contract is
entered into and the date it expires.
High-Risk/High-Yield, Low-Rated Securities ("Junk Bonds"). The Appendix to
this Prospectus contains a description of ratings assigned to corporate debt
securities by Standard & Poor's Corporation ("S&P") and Moody's Investors
Services, Inc. ("Moody's"). The respective ratings assigned by S&P and
Moody's express each organization's opinion as to the timely payment of
principal and interest. Generally, securities that are rated lower than BBB
by S&P or Baa by Moody's (or bonds that are unrated) are considered to be
below investment grade. Securities rated lower than investment grade may be
of predominately speculative character and the issuer's ability to make
timely payments of principal and interest may be subject to material
contingencies. The absence of a rating for any particular security may be
caused by an application for rating not being submitted, the issue belonging
to a group of securities or companies that are not rated as a matter of
policy, there being a lack of essential data pertaining to the issue or the
issue having been privately placed.
In selecting high-risk, high-yield securities, the Adviser will supplement
assigned ratings, if any, with independent and ongoing review of credit
quality. The Adviser will consider numerous factors in reaching an
investment decision, including the yield, the issuer's creditworthiness,
overall rate of return, strength of management, responsiveness to business
conditions, and current and anticipated results of operations.
High-Risk, high-yield securities are subject to certain risks that may not
be present with investments in investment grade bonds, including not only
credit risk, but also potentially greater market volatility and less
liquidity. Many issuers of high-yield securities have recently been
affected by adverse economic and market conditions. Further economic
downturn or a significant rise in interest rates is likely to adversely
affect the high-yield market, affecting both price and liquidity. In
addition, further economic downtown would likely affect the ability of
issuers to pay principal and interest, thereby causing an increased default
rate.
Yields and market values of high-risk, high-yield securities will fluctuate
over time, reflecting not only changing interest rates but the
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market's perception of credit quality and the outlook for economic growth.
When economic conditions appear to be deteriorating, lower rated securities
are likely to decline in value due to heightened concern over credit
quality, regardless of prevailing interest rates.
Under adverse economic conditions, the liquidity of the secondary market for
high-risk, high-yield securities may be significantly reduced. Even under
normal conditions, the market for high-yield securities may be less liquid
than the market for investment grade securities. There are fewer securities
dealers in the high-yield market, and purchasers of high-yield securities
are concentrated among a smaller group of securities dealers and
institutional investors. In periods of reduced market liquidity, the market
for high-yield securities may become more volatile and there may be
significant disparities in the prices quoted for high-yield securities by
various dealers. Under conditions of increased volatility and reduced
liquidity, it would become more difficult for the Fund to value its
portfolio securities accurately because there might be less reliable,
objective data available.
Prices for high-risk, high-yield securities may also be affected by
legislative and regulatory developments. For example, federal rules
promulgated in reaction to the savings and loan crises require that savings
and loans gradually reduce their holdings of high-yield securities.
Congress has also periodically considered legislation to restrict or
eliminate the corporate tax deduction for interest payments or to regulate
corporate restructurings such as takeovers, mergers or leveraged buyouts.
Such legislation may significantly depress the prices of outstanding
high-yield securities.
For the fiscal year ended June 30, 1995, based on the dollar weighted
average of credit rating of all bonds held during the fiscal year, computed
on a monthly basis, the Dividend Fund held 5.66% of its total investments in
bond rated B by S&P; 4.19% in bonds rated B+ by S&P; 0.72% in bonds rated B-
by S&P; 1.99% in bonds rated BB by S&P; 0.81% in bonds rated BB+ by S&P;
4.20% in bonds rated BB- by S&P; 0.78% in bonds rated BBB by S&P; 0.93% in
bonds rated BBB- by S&P; 0.18% in bonds rated CCC+ by S&P; 0.62% in bonds
rated D by S&P; and 7.93% in unrated bonds. (Bonds rated by both S&P and
Moody's are reflected in the foregoing data using the Moody's credit
rating.) Accordingly, based on the dollar weighted average of credit
ratings of all bonds held during such fiscal year, computed on a month
basis, the Fund held 28.01% of its total investments in high-yield
securities.
Lending of Securities. To realize additional income, each of the Funds
except Lindner Utility Fund may lend their portfolio securities to brokers,
dealers and other financial institutions pursuant to agreements requiring
the loans to be continuously secured by collateral at least equal at all
times to the value of the securities lent, marked-to-market on a daily
basis. The collateral will consist of cash or cash equivalents (e.g.,
United States government securities). While the securities are being lent,
these Funds will continue to receive the equivalent of the dividends or
interest earned on the securities. The risks in lending securities consist
of possible delays in receiving
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additional collateral or in the return of the securities or loss of rights
in the collateral in the event the borrower fails financially. Loans of
securities will only be made to borrowers deemed by the Adviser to be
creditworthy and will not be made unless, in the judgment of the Adviser,
the additional income to be earned through the making of such loans is
sufficient to justify the risk.
General. There is no assurance that any Fund's objectives will be met or
that there will not be substantial losses in any given investment. Also, at
any time, the value of each of the Fund's shares may be more or less than
the investor's cost. The Funds are not intended for investors who have as
their objective assured conservation of capital. The policies of each Fund
prohibit investments in securities issued by a broker-dealer that executes
the Fund's portfolio brokerage transactions.
Each of the Funds anticipates that its annual portfolio turnover rates will
remain below 75%, except that the International Fund may have an annual
portfolio turnover rate in excess of 100% (but the Adviser does not expect
this rate to exceed 150%).
LINDNER DIVIDEND FUND and LINDNER UTILITY FUND
Public Utilities. Public utilities have in the past been a desirable
investment and have historically been relatively stable investments that pay
substantial dividends and involve limited risks. Investments in public
utility securities are, however, subject to certain risks and uncertainties
inherent in such businesses, including, but not limited to, environmental
matters, prices of and availability of fuels, and the risks associated with
the financing, construction and operation of nuclear-powered electric
generating facilities.
In addition, the rates that public utilities may charge customers and the
return they may pay investors are subject to public regulation. Some
utilities continue to encounter difficulties in persuading regulatory
authorities to grant requested rate increases. Voters in some jurisdictions
may also be able to use initiative or referendum measures to limit the rates
utilities charge. The Financial Accounting Standards Board has promulgated
changes in accounting rules which may result in significant write-downs in
asset values and reduction in earnings of some utility companies.
Under normal circumstances, common or preferred stocks will constitute at
least 65% of the Utility Fund's total assets. For temporary defensive
purposes, however, investments in common stocks may be substantially reduced
or eliminated if the Adviser considers market or economic conditions to be
unfavorable for investment in common stocks. Investment in preferred stocks
may be reduced or eliminated if the Adviser expects long-term interest rates
to increase. Under the circumstances described above, these stock
investments will be replaced with bonds or other debt instruments whose
interest rates and maturities are expected to provide optimum income
consistent with the protection of principal.
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LINDNER GROWTH FUND and LINDNER BULWARK FUND
Borrowing by the Funds (Leverage). Lindner Growth Fund and Lindner Bulwark
Fund may, from time to time, borrow from banks or other lending institutions
and pledge their assets in connection with such borrowings. Any investment
gains made with the additional monies in excess of interest paid will cause
the net asset value of the Fund's shares to rise further than would
otherwise be the case. On the other hand, if the investment performance of
the additional securities purchased fails to cover their cost (including
interest paid on the money borrowed), the net asset value of the Fund's
shares will decrease further than would otherwise be the case. This is the
speculative factor known as "leverage". The amount borrowed at any point in
time will not, however, exceed 12-1/2% of the Growth Fund's total assets or
20% of the Bulwark Fund's total assets. If due to market fluctuations or
other reasons the value of the Fund's assets (including the amount borrowed)
less its liabilities (not including any borrowings but including the fair
market value at the time of computation of any securities with respect to
which there are open short positions) falls below three times the Fund's
outstanding bank debt, the Fund is required by the 1940 Act to reduce the
debt to one-third of its assets within three days (not including Sundays and
holidays). To do this, the Fund may have to sell a portion of its
investments at a time when it may be disadvantageous to do so. Further, the
interest paid on money borrowed could exceed the total return realized from
the investment purchased with the borrowed funds.
LINDNER BULWARK FUND
Short Sales. To reduce Lindner Bulwark Fund's exposure to market
volatility, particularly in periods of market decline, the Bulwark Fund may
make short sales, which are transactions in which the Bulwark Fund sells a
security it does not own in anticipation of a decline in the market value of
that security. To complete such a transaction, the Bulwark Fund must borrow
the security to make delivery to the buyer. There are additional risks
associated with the short sale of a security including, theoretically,
unlimited loss on a short sale. However, the Bulwark Fund's short sales
will be broadly diversified and closely monitored. No securities will be
sold short if, after effect is given to any such short sale, the total
market value of all securities sold short would exceed 25% of the value of
the Bulwark Fund's net assets. This limitation does not include short sales
that are "against-the-box", a transaction in which the Bulwark Fund
purchases a security which the Bulwark Fund has previously sold short, and
holds both the long and short position.
Lindner Bulwark Fund may sell a security short if it expects a price
decline, borrowing the same type of security from a broker or other
institutional investor. On short sales, a profit or loss is realized
depending upon whether the market price of the security sold short decreases
or increases between the date of the short sale and the date the borrowed
security must be replaced. All short sales will be fully collateralized.
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Lindner Bulwark Fund will incur a loss upon the short sale of a security if
the price of the security increases between the date of the short sale and
the date the borrowed security is replaced. Short selling is considered a
speculative investment strategy as, unlike in a long purchase where the
investor cannot lose more than the purchase price, there is no theoretical
limit to potential losses on a short sale.
Loans and Loan Participations. Lindner Bulwark Fund may, from time to time,
purchase at a discount from the principal amount due, all or a portion of
one or more secured or unsecured loans originally made to corporations by
banks, insurance companies or other financial institutions. The obligors on
such loans may be in reorganization or financial restructuring. Such
indebtedness will be acquired only after the Bulwark Fund's Adviser makes an
independent analysis and evaluation of the credit risks involved and only
under circumstances where the original lender or some other financial
institution remains obligated to monitor the collateral securing such loan,
if any. Indebtedness of this type bears investment risks similar to
high-yield securities (see "Common Risks - High-Risk/High-Yield, Low-Rated
Securities") but generally are less liquid. Therefore, the Bulwark Fund
will not purchase such commercial loans if, following their purchase, such
loans and other illiquid assets owned by the Bulwark Fund exceed 15% of the
Fund's net assets.
Bullion and Other Precious Metals. Lindner Bulwark Fund may invest not more
than 25% of its total assets in gold, silver or platinum bullion. The
Bulwark Fund will not invest in precious metal options and futures that are
not for hedging purchases if the aggregate initial margins and premiums
exceeds 5% of the Bulwark Fund's net assets. The Bulwark Fund may purchase
precious metals in any form, including bullion and coins, provided that the
Adviser intends to purchase only those forms of precious metals that are
readily marketable and that can be stored in accordance with custody
regulations applicable to mutual funds. The Bulwark Fund may incur higher
custody and transaction costs for precious metals than for securities.
Also, precious metals investments do not pay income. As a further limit on
precious metals investment, under current federal tax law, gains from
selling precious metals may not exceed 10% of the Bulwark Fund's annual
gross income.
Options and Futures Contracts. Lindner Bulwark Fund may buy and sell
options in order to manage its exposure to changing security prices and
interest rates. Options and futures' strategies such as selling futures,
buying puts and writing calls are intended to hedge the Bulwark Fund against
price fluctuations in periods of general market declines. The purchase of
futures, calls and the writing of puts are intended to increase the Bulwark
Fund's market exposure and will be utilized to a much lesser degree.
Options and futures may be combined with each other in order to adjust the
risk and return characteristics of the overall strategy. The Bulwark Fund
may invest in options and futures based on any type of security or index,
including options and futures traded on foreign exchanges and options not
traded on exchanges.
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Options and futures are volatile investments and involve risks which may
lower the Bulwark Fund's return. Options and futures not traded on
exchanges or traded on foreign exchanges are not regulated by U.S.
authorities and may offer less liquidity and less protection to the Bulwark
Fund if the other party to the contract defaults. The Bulwark Fund could
experience losses on its options and futures positions if they do not
correspond to the market's direction or if it could not close out its
positions because of illiquid markets. The purchase of options involves the
payment of a premium to the value of the underlying security or index which
will be lost if the price of the underlying instrument is unchanged or moves
in an adverse direction during the options finite life. The Bulwark Fund
will not hedge more than 25% of its total assets by selling futures, writing
calls or purchasing puts under normal conditions nor will the Bulwark Fund
buy futures or write puts whose underlying value exceeds 25% of its total
assets. Additionally, the Bulwark Fund will not purchase put or call
options on investment securities with an aggregate value exceeding 5% of its
total assets, nor will the Bulwark Fund enter into futures or option
contracts with respect to precious metals that are not for hedging purposes
if the aggregate initial margins for such futures or option contracts exceed
5% of the Bulwark Fund's net assets.
Mortgage-Backed Securities and Mortgage Derivatives. Lindner Bulwark Fund
may also invest in mortgage-backed securities and mortgage derivative
securities such as "Interest Only" securities whose value fluctuates greatly
with changes in interest rates. The purchase of Interest Only securities
and similar mortgage derivatives is intended to protect the Fund in a rising
interest rate environment. The Bulwark Fund will not invest more than 10%
of its total assets in such mortgage-backed and mortgage derivative
securities. In addition, any investments in Interest Only mortgage
derivative securities will be deemed to be investments in illiquid
securities under the Bulwark Fund's fundamental investment policies.
Indexed Securities. Although it has no present intention to do so, Lindner
Bulwark Fund may purchase securities whose prices are indexed to the prices
of other securities, securities indices, currencies, precious metals or
other commodities, or other financial indicators. Indexed securities
typically, but not always, are debt securities or deposits whose value at
maturity or coupon rate is determined by reference to a specific instrument
or statistic. The performance of indexed securities depends to a great
extent on the performance of the security, currency, commodity or other
instrument to which they are indexed, and also may be influenced by interest
rate changes in the U.S. and abroad. At the same time, indexed securities
are subject to the credit risks associated with the issuer of the security,
and their values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies.
Other Risks. There are various other risks associated with an investment in
Lindner Bulwark Fund, which, include, among others, the following:
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--Fluctuations in the Prices of Precious Metals. Gold and other
precious metals are commodities sold in an international market and
their prices may be affected by rapidly changing international
policies and events. As a result, the prices of gold and other
precious metals have been subject to dramatic price movement,
upwards and downwards, over short periods of time. Such price
movements will also affect the price of securities issued by
companies engaged in the production of precious metals and other
natural resources.
--Concentration of Source of Gold Supply. The United States and
the Republic of South Africa are the two largest producers of gold
bullion. Present political and economic uncertainties in the
Republic of South Africa could increase the volatility of gold
bullion prices and have a collateral affect of the prices of other
precious metals.
--Lack of diversification. The intention of the Bulwark Fund to
invest up to 25% of its total assets in the securities of companies
associated with the production of precious metals and other natural
resources and up to 25% of its total assets directly in precious
metals will concentrate the Bulwark Fund's investments in a limited
number of similar industry segments. This lack of diversification
could increase the risk associated with an investment in the Fund.
LINDNER/RYBACK SMALL-CAP FUND
Small-Cap Companies. Small-Cap company securities generally are considered
to offer greater potential for appreciation than securities of companies
with larger capitalizations. Since most small-cap company stocks pay low or
no dividends, investment returns are expected to be achieved through capital
appreciation, rather than income. These securities may also have a higher
degree of price volatility, because most are not as broadly traded as those
of larger companies. However, securities of smaller companies are less
researched and often overlooked and undervalued by investors, which may
present greater opportunities for capital appreciation.
LINDNER INTERNATIONAL FUND
Repurchase Agreements. The International Fund may enter into repurchase
agreements. A repurchase agreement involves the purchase of a security and
simultaneous agreement (generally by a bank or dealer) to repurchase that
security back from the International Fund at a specified price and date or
upon demand. This technique offers a method of earning income on idle cash.
The repurchase agreement is effectively secured by the value of the
underlying security. A risk associated with repurchase agreements is the
failure of the seller to repurchase the securities as agreed, which may
cause the International Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market. In
the event of bankruptcy or insolvency of the seller, the International Fund
may encounter delays and incur costs in
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liquidating the underlying security. The International Fund will not invest
in repurchase agreements maturing in more than seven days. In addition,
repurchase agreements will be structured in a manner reasonably designed to
collateralize fully the International Fund's loan; the value of the
purchased security will be monitored daily to assure that it is at least
equal to the amount of the loan plus accrued interest earned thereon.
MANAGEMENT OF THE TRUST
Each Fund is a separate series of Lindner Investments (the "Trust")
which is an open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). The business and affairs
of the Funds are managed under the direction of the Trust's Board of
Trustees. In approving the use of a single combined prospectus, the
Trustees considered the possibility that one Fund might be liable for
misstatements in this Prospectus regarding information concerning another
Fund. Information about the Trustees and executive officers of the Trust
may be found in the Statement of Additional Information.
Investment Adviser
Ryback Management Corporation (the "Adviser" or "Ryback Management")
serves as investment adviser to each Fund. The Adviser is a Michigan
corporation formed in 1992. In 1993, the Adviser acquired the assets and
business of Lindner Management Corporation, which had served as the adviser
to the Lindner Fund, Inc., and the Lindner Dividend Fund, Inc., since their
inception, predecessor funds to the Lindner Dividend Fund series and the
Lindner Growth Fund series of the Trust. The Adviser's business address is
7711 Carondelet Avenue, Suite 700, St. Louis, Missouri 63105. The Adviser
is registered as an investment adviser with the Securities and Exchange
Commission and the State of Missouri. Ryback Management is also registered
as a stock transfer agent with the Securities and Exchange Commission.
Ryback Management is controlled by three irrevocable trusts u/t/a dated
October 14, 1992 (the "Valassis Trusts") which as of January 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 January 31, 1996, the
Adviser managed over $3.5 billion of assets.
Eric E. Ryback has been the manager of Lindner Dividend Fund and its
predecessor since 1984 and the manager of Lindner Utility Fund and
Lindner/Ryback Small-Cap Fund since their inceptions in October 1993 and
January 1994, respectively. Mr. Ryback and Lawrence G. Callahan are
co-managers of Lindner Bulwark Fund and have been since its inception in
February 1994. Mr. Ryback, Mr. Callahan and Robert A. Lange are co-managers
of Lindner Growth Fund and its predecessor (Mr. Ryback since 1984, Mr.
Callahan since 1993 and Mr. Lange since 1977). Mr. Ryback and Mr. Lange
have also been co-managers of Lindner International Fund since its inception
in January 1995.
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Under Advisory Contracts with the Trust approved by its shareholders on
September 23, 1993, February 11, 1994, December 29, 1994, and June 29, 1995,
the Adviser provides each Fund with investment advisory services, office
space and personnel. The Adviser also pays the salaries and fees of the
Trust's officers and directors who are interested persons of the Trust, the
charges for all clerical services relating to the Funds' investments, and
all promotional expenses of each Fund, including the printing and mailing of
the prospectus to persons other than current shareholders.
Each Fund pays all of its other costs and expenses including interest,
taxes, fees of directors who are not interested persons of the Trust,
administrative expenses related directly to the issuance and redemption of
shares (such as expenses of registering or qualifying shares for sale,
charges of custodians, transfer agents, and registrars), costs of printing
and mailing reports and notices to shareholders, charges for auditing
services and legal services, and other fees and commissions of every kind
not expressly assumed by the Adviser. The Trust's expenses are, however,
limited by an excess expense reimbursement provision in the Advisory
Contracts. For the Dividend Fund and Growth Fund, if the ratio of annual
operating and management expenses (excluding taxes and interest) exceeds
1-1/2% of the first $30 million of its average net assets, plus 1% of the
excess of $30 million of average net assets, the Advisory Contract requires
the Adviser to reimburse that Fund for any such excess on a quarterly basis.
For all other Funds, if the amount of annual operating and management
expenses (excluding taxes and interest) exceeds the most stringent
limitation imposed by state law on expense limitations in a state in which
that Fund's shares are qualified for sale, the Advisory Contracts require
the Adviser to reimburse that Fund for any such excess.
The Dividend Fund pays a fee to the Adviser on an annualized basis (before
any reimbursement of expenses) of 7/10 of 1% on the first $50,000,000, 6/10
of 1% of the next $150,000,000 and 5/10 of 1% on the excess of $200,000,000
of average net assets.
The Growth Fund pays a basic fee to the Adviser (before any reimbursement of
expenses) of 0.7% per annum of the first $50 million of average net assets
of the Growth Fund, plus 0.6% of the next $350 million and 0.5% of the
excess over $400 million, subject to increase or decrease (performance bonus
or penalty), depending on the Growth Fund's investment performance compared
with the investment record of the Standard & Poor's 500 Stock Composite
Index. The maximum fee possible, assuming maximum performance, is 0.9% of
the first $50 million of average net assets, 0.8% of the next $350 million
and 0.7% of the excess over $400 million. The smallest fee possible,
assuming poorest performance, is 0.5% of the first $50 million of average
net assets, 0.4% for the next $350 million and 0.3% of the excess over $400
million.
For Lindner Utility Fund and Lindner/Ryback Small-Cap Fund, the Adviser will
receive a monthly management fee (before reimbursement of expenses to each
Fund, if any) equal to 1/12th of 7/10 of 1% on the first
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$50,000,000, 1/12th of 6/10ths of 1% of the next $150,000,000 and 1/12th of
5/10ths of 1% of the excess of $200,000,000 of average daily net assets.
For Lindner Bulwark Fund and Lindner International Fund, the Adviser will
receive a monthly management fee (before reimbursement of expenses to the
Fund, if any) equal to 1/12th of 1% of average daily net assets of the Fund.
The management fees for the Bulwark Fund and the International Fund are
considered higher than the fees paid by most other mutual funds, and are
believed to be warranted in view of the wide scope of specialized investment
activities contemplated by the Adviser for these two Funds.
Transfer and Dividend Paying Agent
Ryback Management acts as the Funds' transfer and dividend paying agent.
Ryback Management provides these services under an Agency Agreement approved
by shareholders of the Trust on September 23, 1993. Under the Agency
Agreement each Fund pays Ryback Management a fee of $0.75 per shareholder
account per month plus reimbursement of all costs.
Custodians
Star Bank, N.A. ("Star Bank"), Cincinnati, Ohio, acts as custodian of all
cash and domestic securities of all Funds. Star Bank receives a monthly fee
for each Fund based on monthly average net assets of all Funds, which fee is
allocated among the Funds on the basis of their net asset value. The Chase
Manhattan Bank, N.A. ("Chase") serves as the Funds' custodian of foreign
securities and precious metals. Chase charges custodian fees on a sliding
scale depending on the countries in which each Fund is invested. Precious
metal safekeeping charges are based on the amount being stored, while
charges for options and futures contracts are made on a per transaction
basis. The Custodians are also responsible for the settlement of security
trades and the collection of dividends and interest due each Fund. Their
custody does not involve advice or decisions as to the purchase or sale of
portfolio securities.
Independent Auditors
Deloitte & Touche LLP, independent auditors, St. Louis, Missouri, provides
regular audit services to the Funds. Regular audit services include, but
are not limited to, audits of the annual financial statements of the Funds
and consultations relating to accounting and financial reporting.
DIVIDENDS, DISTRIBUTION AND TAXES
Payment of Dividends and Distributions
The policy of Lindner Growth Fund, Lindner Bulwark Fund, Lindner/Ryback
Small-Cap Fund and Lindner International Fund is to declare annual dividends
from net investment income and from net realized capital gains, if any, in
late September, following the end of the fiscal year of these Funds. The
policy of Lindner Dividend Fund and Lindner Utility
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Fund is to distribute substantially all of its net investment income through
the payment of quarterly dividends in July, October, January and April,
within 15 days after the respective record dates. Net realized capital
gains, if any, will be distributed by Lindner Dividend Fund and Lindner
Utility Fund in late September, following the end of the fiscal year of the
Fund.
Dividends paid by each Class will be calculated at the same time and in
the same manner, except that the expenses attributable solely to either the
Investor Shares or to the Institutional Shares will be borne solely by that
Class. Institutional Shares will receive lower per share dividends than
Investor Shares because of the higher expenses borne by the Institutional
Shares. See "Fund Expenses" and "Distribution and Service Plan".
Each Fund's fiscal year ends on June 30. However, a mutual fund is required
to distribute on a calendar year basis at least 98% of its ordinary income
for each calendar year and 98% of net capital gains realized (if any) in the
12 month period beginning November 1 and ending October 31 in order to avoid
an excise tax. Therefore, the Funds may declare additional dividends from
net investment income and from net realized capital gains in the latter part
of each December. If a Fund declares a dividend and/or capital gain
distribution in October, November, or December made payable to shareholders
of record in such month which is paid during January of the following year,
such distribution is considered taxable income to the shareholder on
December 31 of the year in which the distribution is declared.
Each Fund will automatically reinvest dividends and capital gain
distributions in Fund shares at the net asset value determined as of the
closing of the New York Stock Exchange on the day following the record date
for such dividends or distributions, unless the holder by written notice
received no later than the record date indicates his intention to receive
such dividend or distribution in cash.
Taxation of Dividends and Distributions
Each Fund intends to maintain its qualification as a "regulated investment
company" under the Internal Revenue Code by distributing as dividends not
less than 90% of its taxable income plus 90% of its net tax exempt income
and by continuing to comply with all other requirements of Subchapter M of
the Code. Each Fund will not be liable for federal income taxes to the
extent it distributes its taxable income. If a Fund did not maintain its
qualification as a regulated investment company, it would be subject to
federal income tax in the same manner as a regular corporation. Each Fund
also intends to distribute substantially all capital gains and ordinary
income and thus avoid imposition of the excise tax on regulated investment
companies that fail to distribute sufficient ordinary income and capital
gain within each calendar year.
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Shareholders generally are liable for federal income taxes on the income
dividends and capital gain distributions of each Fund (whether or not
reinvested in shares of each Fund). However, shareholders not subject to
tax on their income will not be required to pay tax on amounts distributed
to them.
Under current law long-term capital gain distributions received by
shareholders other than corporations are taxed at preferential rates. In
the case of noncorporate shareholders, long-term capital gains will not be
taxed at a rate exceeding 28% whereas other taxable income may be taxed at a
maximum 39.6% rate. For corporate shareholders, capital gain distributions
are taxed at the same rate as ordinary income. Generally, a loss from the
sale of Fund shares held for more than one year is treated as a long-term
capital loss. However, a shareholder who purchases Fund shares and sells
them at a loss within six months of purchase also realizes a long-term
capital loss to the extent of long-term capital gain dividends on such
shares. Each Fund will inform shareholders of the amount and nature of all
distributed income or gains.
Dividends Received Deduction
Dividends from domestic corporations (other than capital gain dividends)
received by corporate shareholders may qualify for a 70% dividends received
deduction. Each Fund will furnish, upon request, a confirmation to
corporate shareholders reflecting the amount of dividends which do not
qualify for the dividends received deduction.
Other Tax Consequences
In addition to the federal income tax consequences described above, there
may be other federal, state or local tax considerations applicable to the
circumstances of a particular investor. Shareholders are urged to consult
their own advisors to review the effect of their investment in each Fund on
their own tax situation.
Effect of Dividends and Distributions on Net Asset Value
Any dividends or capital gains distributions paid shortly after a purchase
of shares by an investor will have the effect of reducing the per share net
asset value of his shares by the amount of the dividends or distributions.
All or a portion of such dividends or distributions, although in effect a
return of capital, are subject to taxes, which may be at ordinary income tax
rates.
WITHHOLDING CERTIFICATION
Before a Fund will establish a new account or effect registration changes in
an existing account, a shareholder must certify to the Fund on Internal
Revenue Service Form W-9 his taxpayer identification number and certify that
the shareholder is not subject to withholding of dividend payments due to
past under-reporting of such payments. Each Fund is required by statute to
withhold 31% of a shareholder's reportable dividend payments if (i) a
shareholder fails to certify as to
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his taxpayer identification number, (ii) a shareholder fails to certify that
he is not subject to withholding, (iii) the Internal Revenue Service
notifies the Fund that a shareholder has furnished an incorrect taxpayer
identification number, or (iv) the Internal Revenue Service notifies the
Fund that a shareholder has underreported interest or dividends in the past.
Investors may use the certification statement on the "Share Purchase
Application" in lieu of IRS Form W-9 when establishing a new account.
PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES
Investors may purchase Investor Shares directly from the Funds at the per
share net asset value for shares of that Class. Institutional investors who
have written distribution or service agreements with the Trust or Ryback
Management may purchase Investor Shares directly from the Funds at the per
share net asset value for shares of that Class. The Funds determine net
asset value once daily. Purchase at net asset value means the net asset
value as next determined after a Fund receives a purchase order. The
purchase of shares of Investor Shares through broker-dealers or other
financial institutions may be subject to a service fee by those entities.
Such entities have the responsibility of submitting the purchase order to
the Funds prior to the Funds' next determination of net asset value in order
to obtain the purchase price that would be applicable if the order had been
placed directly with the Funds. Broker-dealers or other financial
institutions may be liable to an investor for any losses arising from their
failure to timely communicate purchase orders to the Funds. See "Pricing of
Shares for Purchase or Redemption."
Subject to the requirements of the 1940 Act, the Funds, at their
discretion, may issue Investor Shares in exchange for acceptable quantities
of publicly traded securities meeting their criteria for purchase or
retention. Such an exchange will result in a taxable transaction to the
person acquiring any Fund shares. The Funds may similarly issue Investor
Shares in connection with any merger or consolidation with or acquisition of
the assets of any other investment company or trust.
In order to establish a new account with any of the Funds, a written "Share
Purchase Application" for the purchase of shares must be addressed to
Lindner Investments, P.O. Box 11208, St. Louis, Missouri 63105.
Shareholders using an overnight form of delivery (e.g. Express Mail) should
address their applications to 7711 Carondelet Ave., Ste. 700, St. Louis,
Missouri 63015, to insure prompt delivery. Shareholders should direct their
inquiries regarding any other matter to the post office box address.
The minimum initial purchase for Investor Shares of Lindner Dividend Fund
or Lindner Growth Fund is $2,000. The minimum initial purchase for Investor
Shares of all other Funds is $3,000. The minimum initial purchase for
Institutional Shares of all Funds is $ . Subsequent purchases of shares
of either Class must be in amounts of at least $100. All checks must be
payable in U.S. dollars and drawn on a U.S. financial institution.
Additional purchases may also be made by one of the following methods:
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By Mail. Investors may make additional purchases by mailing the purchase
order stub, which is attached to an account confirmation statement, or by
sending a letter indicating that the investor would like to purchase shares
of either Class of any Fund and indicating the name(s) in which the account
is registered, and the account number, together with a check payable to
Lindner Investments to the address given above.
By Wire. Investors may purchase additional shares of either Class by
wiring the amount of a purchase to the Funds' domestic custodian, Star Bank,
N.A. An investor must notify the Funds of his or her intention to wire
funds prior to effecting such wire by prepaid telephone call at (314)
727-5305. The Funds will not accept wires of which they have not been
previously notified. A bank may charge an investor a fee to wire funds. If
applicable, wire charges incurred will be passed through to the shareholder
and deducted directly from the monies being wired.
By Telephone. Provided a shareholder has elected to establish telephone
privileges with the Funds (see "Share Purchase Application"), a shareholder
may purchase additional shares of either Class, in an amount not to exceed
the current balance in his account, by prepaid telephone call to the Fund at
(314) 727-5305. Payment must be received no later than seven days after the
date on which the purchase was effected. IF PAYMENT IS NOT RECEIVED WITHIN
THE TIME REQUIRED, THE ORDER WILL BE SUBJECT TO CANCELLATION AND THE
SHAREHOLDER WILL BE RESPONSIBLE FOR ANY LOSS INCURRED.
The Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
telephonic instructions, providing written confirmations of all such
transactions, and/or tape recording all telephonic instructions. IF
PROCEDURES SUCH AS THE ABOVE ARE NOT FOLLOWED, RYBACK MANAGEMENT CORPORATION
AND THE FUNDS MAY BE LIABLE FOR LOSSES, COSTS, OR EXPENSES FOR ACTING UPON
AN INVESTOR'S TELEPHONE INSTRUCTIONS. RYBACK MANAGEMENT WILL HAVE
AUTHORITY, AS AGENT, TO REDEEM SHARES IN THE ACCOUNT TO COVER ANY SUCH LOSS.
As a result of this policy, the investor will bear risk of any loss unless
the Funds have failed to follow procedures such as the above.
Additional Information About Investments in the Funds
The Transfer Agent will send a confirmation after each transaction affecting
a shareholder's account, including dividend payments or reinvestments. In
addition, the Transfer Agent will provide, upon receipt of a written request
and a check in the amount of $25 payable to Ryback Management Corporation, a
listing of the transactions affecting a shareholder's account in prior
years. Any discrepancies in a shareholder's account statement should be
brought to the attention of the Transfer Agent promptly.
ONCE A SHAREHOLDER HAS MAILED, TELEPHONED OR OTHERWISE TRANSMITTED HIS OR
HER INVESTMENT INSTRUCTIONS TO THE FUNDS, IT MAY NOT BE MODIFIED OR
CANCELLED. The Funds cannot accept investments specifying a certain price
or date and will not honor such requests.
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Certificates will not be issued for shares unless requested in writing with
all owners' signatures. Certificates will be issued for full shares only
and cannot be issued to a third party. Certificates are not available for
IRA accounts. A shareholder cannot redeem certificated shares unless he
surrenders the certificates to the Fund. A certificate will not be issued
until 15 days after a purchase, or if a Fund has proof of payment. There is
no charge for issuing certificates.
Purchases of shares are subject to acceptance by the Funds and are not
binding until accepted. Acceptance of any request to purchase shares is
determined upon receipt of the request at the offices of the Funds. The
Funds reserve the right to reject purchases under circumstances or in
amounts considered disadvantageous to the Funds.
REDEMPTION OF SHARES
A shareholder may tender all or any part of his shares to a Fund for
redemption. The price at which a Fund redeems shares is the net asset value
per share as next computed after either (a) a written request is received
"in good order" at the office of the Fund or (b) a telephone request is
placed with a Fund by a shareholder who has established Telephone
Privileges. The value of shares on redemption may be more or less than the
investor's cost, depending on the market value of the portfolio securities
at the time of redemption.
A shareholder may redeem shares in the following manners:
BY MAIL. By written request addressed to:
Lindner Investments
P.O. Box 11208
St. Louis, MO 63105
A written redemption request is "in good order" if the request is properly
endorsed by all registered shareholders in the exact names in which the
shares are registered, accompanied by properly endorsed share certificates,
if any have been issued, and states the name of the Fund, the account
number, the exact name(s) of the shareholder(s) in which the account is
registered as shown on the latest confirmation, and the number of shares or
dollar amount to be redeemed.
The following redemption requests must be in writing and must have
signatures (including the signatures on any share certificate) guaranteed by
a bank, trust company, savings and loan association, or a member of a
national stock exchange (a Notary Public is not an acceptable guarantor):
(1) redemptions on accounts that have requested an address change within the
preceding three months; (2) redemptions for which the proceeds are to be
sent to someone other than the registered shareholder(s) and/or to an
address other than the address of record; or (3) redemptions for which the
proceeds are to be wired and the wire instructions are different than those
previously submitted.
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The following redemptions must be in writing, but do not require signature
guarantee (unless one of the above circumstances applies): (1) all IRA
accounts, and (2) redemptions of shares for which certificates have been
issued. IRA account redemptions must also be accompanied by Internal
Revenue Service Form W-4P. IRA redemption requests not accompanied by Form
W-4P will be subject to withholding. Additional documentation may be
required from corporations, executors, administrators, trustees, or
guardians.
BY TELEPHONE. By prepaid telephone call to the Funds at (314) 727-5305
requesting that the proceeds be mailed to the shareholder, provided that he
or she has previously established Telephone Privileges with the Funds (see
"Share Purchase Application") and have not requested an address change in
the preceding three months. The Funds reserve the right to refuse telephone
redemptions and may limit the amount involved or the number of telephone
redemptions. IRA accounts may not be redeemed by telephone. Once a
shareholder has placed a telephone redemption, it may not be modified or
cancelled.
The Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others and in addition to those specified in the above paragraph, requiring
some form of personal identification prior to acting upon telephonic
instructions, providing written confirmations of all such transactions,
and/or tape recording all telephonic instructions. IF PROCEDURES SUCH AS
THE ABOVE ARE NOT FOLLOWED, RYBACK MANAGEMENT CORPORATION AND THE FUNDS MAY
BE LIABLE FOR LOSSES, COSTS, OR EXPENSES FOR ACTING UPON AN INVESTOR'S
TELEPHONE INSTRUCTIONS OR FOR ANY UNAUTHORIZED TELEPHONE REDEMPTION. As a
result of this policy, the investor will bear the risk of any loss unless
the Funds have failed to follow procedures such as the above.
REDEMPTION FEE. Until October 1, 1995, the Funds reduced the amount payable
on redemption of shares by 2% if shares were redeemed within 60 days after
purchase. This charge did not apply to redemptions made under a systematic
withdrawal plan (see "Systematic Withdrawal Plan"). The amount of the
charge did not accrue to the benefit of the Adviser, but rather will became
an asset of the applicable Fund. The amount of such charges during the
fiscal year ended June 30, 1995, were $36,150, $22,360, $34,262, $38,740 and
$1,421 for Lindner Growth Fund, Lindner Dividend Fund, Lindner Utility Fund,
Lindner Bulwark Fund and Lindner/Ryback Small-Cap Fund, respectively.
Effective October 1, 1995, this redemption fee was discontinued.
REDEMPTION THROUGH THIRD PARTIES. The redemption of shares through
broker-dealers or other financial institutions may be subject to a service
fee by those entities. Such entities have the responsibility of submitting
the redemption request to the Funds prior to the Funds' next determination
of net asset value in order to obtain the redemption price that would be
applicable if the request had been placed directly with the Funds.
Broker-dealers and other financial institutions may be liable to an investor
for any losses arising from their failure to timely deliver redemption
requests to the Funds. See "Pricing of Shares for Purchase or Redemption."
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DISBURSEMENT BY MAIL. The Funds will normally disburse payment by check
within seven days after their receipt of a shareholder request for
redemption. A charge of $25 will be deducted from a shareholder's account
if a shareholder requests the redemption proceeds to be sent by overnight
delivery (e.g., express mail). Under the 1940 Act, the Funds may postpone
the date of payment for redeemed shares, or the Funds' obligation to redeem
their shares may be suspended, (1) for any period during which the New York
Stock Exchange is closed (other than customary week-end and holiday closing)
or during which trading on the Exchange is restricted (as determined by the
Securities and Exchange Commission), (2) for any period during which an
emergency exists (as determined by the Securities and Exchange Commission)
which makes it impracticable for the Funds to dispose of their securities or
to fairly determine the value of their net assets, or (3) for such other
periods as the Securities and Exchange Commission may by order permit for
the protection of shareholders.
BY WIRE. A shareholder may obtain the proceeds of a redemption by a bank
wire of Federal Funds if he has previously established Wire Privileges with
the Funds and provided the necessary information (see "Share Purchase
Application"). Under normal circumstances, the shareholder's Federal Funds
wire will be posted to his or her bank account the business day following
the date of the shareholder's redemption transaction. However, the Funds
have up to seven days to disburse the proceeds. If the proceeds are wired
to an account at a bank that is not a member of the Federal Reserve System,
there could be a delay in crediting the funds to the bank account. A
shareholder will be required to pay a charge for wiring cost (currently,
$10), which will be deducted from the amount being wired.
BY AUTOMATIC CLEARING HOUSE (ACH). A shareholder may obtain the proceeds of
a redemption by Automatic Clearing House (ACH) funds if he or she has
previously established ACH Privileges with the Funds and provided the
necessary information (see "Share Purchase Application") ACH is a convenient
electronic means of cash movement that is used by thousands of individuals
and corporations. Under normal circumstances, proceeds will be posted to
the shareholder's bank account the evening of the second business day
following the date of the shareholder's redemption transaction. However,
the Funds have up to seven days to disburse the proceeds. Currently, there
are no fees for this service.
In the case of recently purchased shares, proceeds will not be mailed, sent
by ACH or Federal Funds wire until the Funds are satisfied that checks given
in payment of shares being redeemed have cleared, which may take up to 15
days.
INVOLUNTARY REDEMPTION. In an attempt to reduce expenses, partly
attributable to maintaining small accounts, the Funds reserve the right to
redeem, upon 30 days' written notice, all of the shares of a shareholder
whose account has a net asset value of less than $3,000 due to the
shareholder's redemptions. During the 30-day notice period, the
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<PAGE>
shareholder may make an additional investment in an amount that will
increase the value of the account to at least $3,000 ($2,000 in the case of
the Divdend Fund and the Growth Fund).
PRICING OF SHARES FOR PURCHASE OR REDEMPTION
Each Fund determines the current net asset value of each Class at the
close of trading on each business day on which at least one of the following
markets is open: New York Stock Exchange, American Stock Exchange, or the
Nasdaq Stock Market. The net asset value of each Class is calculated by
dividing the value of each Fund's securities, plus any cash and other assets
(including dividends and interest accrued but not collected) less all
liabilities, including accrued expenses, allocable to that Class (including
accrued distribution and service fees payable by the Institutional Shares)
by the total number of shares of the particular Class outstanding.
Investments in securities traded on a national securities exchange or quoted
on the Nasdaq National Market System are valued at the last reported sales
price as of the close of the New York Stock Exchange. Securities traded in
the over-the-counter market and listed securities for which no sale was
reported on that date are valued at the mean between the last reported bid
and asked prices. Securities which are traded both in the over-the-counter
market and on a stock exchange are valued according to the broadest and most
representative market. Securities and assets for which quotations are not
readily available are valued at fair value as determined in good faith by or
pursuant to procedures established by the Trustees.
The value of foreign securities is converted into U.S. dollars at the rate
of exchange prevailing on the valuation date. Purchases and sales of
foreign securities as well as income and expenses related to such securities
are converted at the prevailing rate of exchange on the respective dates of
such transactions.
Each Fund may, to the extent permitted by its investment restrictions, have
positions in portfolio securities for which market quotations are not
readily available. It may be difficult to determine precisely the fair
market value for such investments and there may be a range of values which
are reasonable at any particular time. Determination of fair value in such
instances will be based upon such factors as are deemed relevant under the
circumstances, including the financial condition and operating results of
the issuer, recent third party transactions (actual or proposed) relating to
such securities and, in extreme cases, the liquidation value of the issuer.
Net asset value represents the price for purchase orders received and shares
tendered for redemption during the period following the previous price
determination and prior to the close of the New York Stock Exchange
(currently 3:00 p.m., Central Time). For purchase orders received and
shares tendered for redemption after the closing of the New York Stock
Exchange, the Fund will determine net asset value as of the closing on the
following trading day.
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EXCHANGING AN INVESTMENT FROM ONE FUND TO ANOTHER
General
Subject to any applicable minimum initial investment requirements, a
shareholder may exchange Investor Shares or Institutional Shares of one Fund
for Investor Shares or Institutional Shares of any identically registered
other Fund in the Lindner family of funds. The exchange privilege is not
designed to afford shareholders a way to play short-term swings in the
market. Lindner Investments is not suitable for that purpose. In addition,
the shares being exchanged and the shares of each Fund being acquired must
meet the minimum investment requirement, if any, of the Fund being
acquired.
BY TELEPHONE. A shareholder may exchange shares by phone if he or she has
established telephone privileges with the Trust and the account
registrations and options (for example, automatic reinvestment of dividends)
are identical. Before calling, a shareholder should read "Additional
Information About Share Exchanges", below.
BY MAIL. A shareholder may direct the Trust in writing to exchange shares.
If the shares are owned by two or more persons, the request should be signed
by each person. All signatures should be exactly as the name appears in the
registration; for example, if an owner's name is registered as David Lee
Smith, he should sign that way and not as David L. Smith.
Additional Information About Share Exchanges
(1) The shares of the Fund being acquired must be qualified for
sale in the shareholder's state of residence.
(2) If the shares being surrendered for exchange are represented
by a negotiable stock certificate, the certificate must be returned to
Ryback Management before the conversion can be effected.
(3) Once a shareholder has made an exchange request by telephone
or mail, it is irrevocable and may not be modified or cancelled.
(4) For the purposes of processing exchanges, the value of the
shares surrendered and the value of the shares acquired are the net asset
values of such shares next computed after receipt of an exchange order.
(5) Shares may not be exchanged unless the shareholder has
furnished the Trust with the correct tax identification number, certified as
prescribed by the Internal Revenue Code and Regulations. (See "Withholding
Certification").
(6) An exchange of shares is, for federal income tax purposes, a
sale of the shares, on which a shareholder may realize a taxable gain or
loss.
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(7) If the request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, Ryback Management will
require evidence satisfactory to it of the authority of the individual
signing the request.
(8) Under most circumstances, a bank, broker or benefit plan
administrator that is a shareholder of Institutional Shares of a Fund for
the benefit of participants in a tax qualified retirement plan (such as a
401(k) Plan) may not permit participants in such plan to exchange
Institutional Shares of a Fund for Investor Shares of that Fund or any other
Fund.
DISTRIBUTION AND SERVICE PLAN
(Institutional Shares Only)
The Trust has adopted for each Fund a Distribution and Service Plan (the
"Distribution Plan") pursuant to Rule 12b-1 under the 1940 Act. The Plan
provides that Institutional Shares of each Fund may pay distribution and
related expenses of up to 0,25% each year of the average net assets
allocated to Institutional Shares. Expenses permitted to be paid by the
Institutional Shares of a Fund include preparation, printing and mailing of
prospectuses; reports to shareholders such as semi-annual and annual
reports, performance reports and newsletters; sales literature and other
promotional materials; direct mail solicitation; advertising; public
relations; compensation of sales personnel, brokers, financial planners or
others for their assistance with respect to distribution of Institutional
Shares, including compensation for such services to personnel of Ryback
Management; providing paments to any financial intermediary for shareholder
support, administrative and accounting services with respect to beneficial
holders of Institutional Shares and such other expenses as may be approved
from time to time by the Trust's Board of Trustees for which payment or
reimbursement is permitted by applicable law. Payments pursuant to the
Distribution Plan may be made only to reimburse expenses incurred during a
rolling 12-month period, subject to the annual limitation of 0.25% of
average daily net assets allocated to Institutional Shares. The Board of
Trustees will review a quarterly written report of amounts expended under
the Distribution Plan with respect to each Fund.
The Distribution Plan may be terminated with respect to any Fund at any
time by vote of the Trustees who are not "interested persons" or by vote of
a majority of the outstanding Institutional Shares of a particular Fund.
Any changes in the Distribution Plan that would materially increase the
distribution expenses of the Institutional Shares of a Fund requires
shareholder approval by the holders of such Institutional Shares. The
Distribution Plan will continue in effect for Institutional Shares so long
as its continuance is specifically approved at least annually by a majority
of the Trustees of the Trust, including a majority of those Trustees who are
not "interested persons", by vote cast in person at a meeting called for the
purpose of voting on continuation of the Distribution Plan.
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AUTOMATIC INVESTMENT PLAN
(Investor Shares Only)
An Automatic Investment Plan is available to a shareholder of Investor
Shares of the Funds who wishes to invest a specific amount of money on an
automatic basis. A shareholder may authorize the Funds to automatically
debit his or her bank account on a monthly or semi-monthly basis. Debits
must be made in amounts of $100 or more and may be made once per month on
the 15th or last business day of the month, or semi-monthly on both such
days. If the 15th falls on a weekend or holiday, the account will be
debited on the following business day. Shareholders may participate in the
Automatic Investment Plan by signing a form provided on request. Requests
to participate in the Automatic Investment plan and inquiries regarding the
same should be made to Lindner Investments, P.O. Box 11208, St. Louis,
Missouri 63105. All requests to change or discontinue the Automatic
Investment Plan must be received in writing fifteen (15) days prior to the
next scheduled debit date.
PAYROLL DEDUCTION
(Investor Shares Only)
Many employers today provide for payroll deduction. This allows
employees to direct a portion of their pay to the investment option of their
choice via Automatic Clearing House (ACH). ACH is a convenient wire service
that is used by thousands of corporations and individuals. Lindner
Investments will accept a shareholder's direct deposit in amounts of at
least $100 for the purchase of Investor Shares in any of the Funds.
Shareholders who wish to use Payroll Deduction to invest need to obtain the
proper instructions from the Lindner Funds. Requests to participate in
Payroll Deduction and inquiries regarding the same should be made to Lindner
Investments, P.O. Box 11208, St. Louis, Missouri 63105.
SYSTEMATIC WITHDRAWAL PLAN
(Investor Shares Only)
A systematic withdrawal plan is available to any holder of Investor
Shares of a Fund whose total account value is at least $15,000 and who
wishes to withdraw fixed amounts of money from his investment in that Fund's
Investor Shares on a systematic basis. Withdrawals must be in amounts of
$100 or more and may be made monthly or quarterly, at an annual rate not
exceeding 40% of the value of the holder's Investor Shares at the inception
of the shareholder's systematic withdrawal plan. However, shareholders
participating in a systematic withdrawal plan retain the same rights to
redemption as any other shareholder.
Under a systematic withdrawal plan, the shareholder receives cash
withdrawals out of the proceeds of the redemption at net asset value of full
and fractional deposited shares. The Fund redeems Investor 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 Investor
Shares to make payments under this plan involves
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the use of principal and will reduce and may eventually exhaust the account.
Each redemption of Investor Shares will result in a gain or loss that must
be reported on the participating shareholder's income tax return.
Establishment of a systematic withdrawal account constitutes an election by
the shareholder to reinvest all income dividends and capital gains
distributions payable on his account in additional Investor Shares of a Fund
at net asset value.
Shareholders may participate in the systematic withdrawal plan by signing a
form provided on request and depositing any stock certificates subjected to
the plan. Requests to participate in the systematic withdrawal plan and
inquiries regarding the same should be made to Lindner Investments, P.O. Box
11208, St. Louis, Missouri 63105. An investor may terminate the systematic
withdrawal plan at any time by written notice to the Funds.
INDIVIDUAL RETIREMENT ACCOUNTS
(Investor Shares Only)
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 Investor Shares of the
selected Fund. The initial minimum investment for an IRA Plan account for
which Star Bank, N.A., serves as Custodian is $250. Subsequent purchases
must be in an amount of at least $100.
Contributions to an IRA Plan must be post-marked no later than the due date
of the tax return (without extensions) for the contribution year for which
the contribution is being made. Withdrawals from an IRA Plan must be in
writing and accompanied by Internal Revenue Service Form W-4P. IRA
redemption requests not accompanied by Form W-4P will be subject to income
tax withholding.
Star Bank, N.A., serves as Custodian under IRA Plans. The Custodian's fee
and other information about an IRA Plan are disclosed in Plan documents
including a Disclosure Statement that must be obtained from the Funds before
investing in an IRA Plan. Investors should also consult with their
individual tax advisors regarding the appropriateness of their investment in
an IRA Plan. Requests for applications to establish an IRA Plan should be
addressed to Lindner Investments, P.O. Box 11208, St. Louis, Missouri 63105.
PERFORMANCE
The Funds may from time to time include their "average annual total
returns" in communications to present or prospective investors. "Average
annual total return" is the annual percentage change in an investment,
assuming the reinvestment of dividends and capital gains distributions, over
a stated period of time. Because Institutional Shares pay a fee pursuant to
the Trust's Distribution Plan, the performance of Institutional Shares will
be lower that that of Investor Shares. See "Fund Expenses" and
"Distribution and Service Plan".
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"Average annual total return" is a historical measure of performance and is
not necessarily indicative of the Funds' future performance. This measure
will vary from time to time depending on numerous factors, including market
conditions, the composition of each Fund's portfolio and the operating
expenses incurred by each Fund. On occasion, the Funds may compare their
performance to that of other recognized financial indices, such as the
Standard & Poor's 500 Composite Stock Price Index, the Russell 2000 Index or
the New York Stock Exchange Utility Index. As with other performance data,
performance comparisons should not be considered representative of the
Funds' relative performance for any future period. Additional information
about each Fund's performance also appears in the Lindner Investments Annual
Report to Shareholders for the fiscal year ended June 30, 1995, which may be
obtained without charge.
Set forth below are comparative line graphs showing the performance of
Investor Shares of each Fund in comparison to certain selected broad-based
securities market indices that the Adviser deems to be appropriate for
comparison purposes, showing the value of a hypothetical $10,000 initial
investment in Investor Shares of each Fund at the end of each fiscal year
for the past 10 years, or for that shorter period of time that a Fund has
been in existence, if applicable. For purposes of these graphs, it is
assumed that all dividends and capital gains distributions from the Funds
and the stocks comprising the comparative indices are reinvested.
Comparable information about the Institutional Shares of each Fund is not
available because the Trust only began offering Institutional Shares in
April 1996.
LINDNER DIVIDEND FUND:
Comparison of the Fund with the Standard & Poor's 500-Stock Index:
Standard & Poor's Lindner Dividend
Fiscal Year Covered 500-Stock Index Fund
- ------------------- --------------- ------
Feb. 1985 $10,000 $10,000
Feb. 1986 13,047 11,746
Feb. 1987 16,896 14,354
Feb. 1988 16,442 14,280
Feb. 1989 18,391 16,595
Feb. 1990 21,861 17,837
Feb. 1991 25,061 18,522
Feb. 1992 29,058 22,765
Feb. 1993 32,150 27,381
Feb. 1994 34,823 30,445
Feb. 1995 37,383 30,312
Jun. 1995 42,154 32,773
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LINDNER GROWTH FUND:
Comparison of the Fund with the Standard & Poor's 500-Stock Index:
Fiscal Year Covered Standard & Poor's Lindner Growth
(Ended June 30) 500-Stock Index Fund
- ------------------- --------------- ------
1985 $10,000 $10,000
1986 13,581 11,742
1987 16,998 14,406
1988 15,822 15,485
1989 19,066 18,042
1990 22,204 19,465
1991 23,841 19,421
1992 27,033 22,835
1993 30,710 26,230
1994 31,141 27,497
1995 39,247 31,592
LINDNER UTILITY FUND:
Comparison of the Fund with the Dow Jones Utilities Index and the NYSE
Utilities Index:
Fiscal Year Covered Dow Jones NYSE Utilities Lindner Utility
(Ended June 30) Utilities Index Fund
- ------------------- --------- ------- ------
Oct. 1993 (inception) $10,000 $10,000 $10,000
1994 7,508 8,641 10,039
1995 9,141 9,751 11,295
LINDNER BULWARK FUND:
Comparison of the Fund with the Standard & Poor's 500-Stock Index:
Fiscal Year Covered Standard & Poor's Lindner Bulwark
(Ended June 30) 500-Stock Index Fund
- ------------------- --------------- ------
Feb. 1994 (inception) $10,000 $10,000
1994 9,556 10,244
1995 12,043 10,254
LINDNER/RYBACK SMALL-CAP FUND:
Comparison of the Fund with the Russell 2000 Small-Cap Index:
Fiscal Year Covered Russell 2000 Lindner/Ryback
(Ended June 30) Small-Cap Index Small-Cap Fund
- ------------------- --------------- --------------
Jan. 1994 (inception) $10,000 $10,000
1994 8,142 9,580
1995 6,338 10,954
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LINDNER INTERNATIONAL FUND:
Comparison of the Fund with the Morgan Stanley Capital International Europe,
Australia and Far East ("MSCIEAFE") Index:
Lindner
Fiscal Year Covered MSCIEAFE International
(Ended June 30) Index Fund
- ------------------- ------ ------
Jan. 1995 (inception) $10,000 $10,000
1995 10,260 10,099
OTHER INFORMATION
The Trust was organized as a business trust under the laws of the
Commonwealth of Massachusetts on July 20, 1993, under a Declaration of
Trust. The Declaration of Trust permits the Board of Trustees to issue an
unlimited number of full and fractional shares and to create an unlimited
number of series of shares ("Series"). Each Fund is a Series of the Trust.
When issued, the shares of the Funds will be fully paid, nonassessable
and redeemable. Each shareholder is entitled to one vote for each share
owned, with each fractional share receiving the same proportion of a vote.
The Funds do not intend to hold annual meetings; they may, however, hold
special shareholder meetings for purposes such as changing fundamental
policies or electing trustees. The Board of Trustees shall promptly call a
meeting for the purpose of electing or removing trustees when requested in
writing to do so by the shareholders of any Series holding at least 10% of
the outstanding shares of a Series entitled to be cast at such meeting. The
term of office of each trustee is of unlimited duration. The holders of at
least two-thirds of the outstanding shares of all Series of the Trust may
remove a trustee from that position either by declaration in writing or by
votes cast in person or by proxy at a meeting called for that purpose. As
of January 31, 1996, no person controlled the Trust, as defined under the
1940 Act.
The shares of each Fund are divided into two classes. Each share has one
vote and shareholders will vote in the aggregate and not by Class, except as
to any matter that affects only one Class of shares or as otherwise required
by law. Only holders of Institutional Shares will be entitled to vote on
matters relating to the Trust's Distribution Plan.
Shareholders will vote by Series except as otherwise required by the 1940
Act. Matters affecting an individual Series include, but are not limited
to, the investment objectives, policies and restrictions of that Series.
Shares have no subscription, preemptive or conversion rights. Certificates
will not be issued unless requested by an investor. Shares do not have
cumulative voting rights when voting on the election of Trustees.
Therefore, the holders of more than 50% of the aggregate number of shares of
all Series of the Trust may elect all the Trustees.
43
<PAGE>
The Trust will send annual and semi-annual reports of the Funds to its
shareholders. The financial statements appearing in the annual reports will
be audited by independent accountants. In addition, Ryback Management, as
transfer agent, will send to each shareholder having an account directly
with the Funds a confirmation statement with respect to each transaction
effected in the account, showing transactions in the account, the total
number of shares owned and any dividends or
distributions paid. All securities and cash of the Funds will be held by
the Custodians. Ryback Management will act as dividend disbursing and
transfer agent for the Funds. Inquiries regarding the Funds may be directed
in writing to Lindner Investments at 7711 Carondelet, St. Louis, Missouri
63105, or by calling (314) 727-5305.
COUNSEL
Legal matters for the Trust and the validity of the shares of each Series of
the Trust will be passed upon by Dykema Gossett PLLC, Detroit, Michigan,
counsel to the Trust.
44
<PAGE>
APPENDIX
Standard and Poor's Corporation
Bond Rating Definitions
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for debt in higher rated
categories.
BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation.
BB indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt may have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating will also be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
Note: The ratings from AA to CCC may be modified by the addition of a plus
or minus sign to show the relative standing within the major categories.
Moody's Investors Service, Inc. Corporate
Bond Rating Definitions
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
45
<PAGE>
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes and
are to be considered as an upper medium grade obligation. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the security over any long period for time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
Ca - Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aaa through B in its corporate bond rating system. The
modifier 1 indicates that the bond being rated ranks in the higher end of
its generic rating; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the bond ranks in the lower end of its generic
rating category.
46
<PAGE>
LINDNER INVESTMENTS
7711 Carondelet Avenue
Ste. 700
P.O. Box 11208
St. Louis, Missouri 63105
INVESTMENT ADVISER
Ryback Management Corporation
CUSTODIANS
Star Bank, N.A.
The Chase Manhattan Bank, N.A.
COUNSEL
Dykema Gossett PLLC
INDEPENDENT AUDITORS
Deloitte & Touche LLP
TRANSFER AGENT
Ryback Management Corporation
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the
Statement of Additional Information dated April 2, 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 Funds since the date hereof.
INVESTOR SHARES
and
INSTITUTIONAL SHARES
---------------------
LINDNER DIVIDEND FUND
LINDNER UTILITY FUND
Mutual Funds whose
primary objective is
the production of
current income
--------------------
LINDNER GROWTH FUND
LINDNER BULWARK FUND
LINDNER INTERNATIONAL FUND
LINDNER/RYBACK SMALL-CAP FUND
Mutual Funds whose
primary objective is
capital appreciation
--------------------
PROSPECTUS DATED
April 2, 1996
Member of 100% No-Load
Mutual Fund Council
<PAGE>
PART B
LINDNER INVESTMENTS
STATEMENT OF ADDITIONAL INFORMATION
for
INVESTOR SHARES
and
INSTITUTIONAL SHARES
of
LINDNER DIVIDEND FUND
LINDNER GROWTH FUND
LINDNER UTILITY FUND
LINDNER BULWARK FUND
LINDNER/RYBACK SMALL-CAP FUND
and
LINDNER INTERNATIONAL FUND,
April 2, 1996
This Statement of Additional Information ("Statement of Additional
Information" or "SAI") is meant to be read in conjunction with the Lindner
Investments (the "Trust") Prospectus dated April 2, 1996, for its separate
series of funds identified above (each a "Fund" and collectively, the
"Funds") and is incorporated by reference in its entirety into the
Prospectus. The Funds are separate series of the Trust and each represents
a separate portfolio of securities and other assets with its own objective
and policies. Because this Statement of Additional Information is not
itself a prospectus, no investment in shares of the Funds should be made
solely upon the information contained herein. Copies of the Prospectus may
be obtained by writing or calling Lindner Investments. Capitalized terms
used but not defined herein have the same meanings as in the Prospectus.
The Annual Report of Lindner Investments for the fiscal year ended June 30,
1995, which has been distributed to the shareholders of each Fund pursuant
to Section 30(d) of the Investment Company Act of 1940, is hereby
incorporated into this Statement of Additional Information by reference. A
copy of such Annual Report will be provided to any person to whom this
Statement of Additional Information is sent or given, except that holders of
shares who have otherwise received the Annual Report will only be sent an
additional copy upon request to the Trust. Any such request should be made
by mail to the Trust at 7711 Carondelet, P.O. Box 11208, St. Louis, Missouri
63105, or by phone to (314) 727-5305.
<PAGE> TABLE OF CONTENTS
AND CROSS-REFERENCE SHEET TO PROSPECTUS
SAI
Discussion Page Prospectus Title and Page
---------- ---- --------------------------
A. Definition of Terms 2 Not discussed in Prospectus
B. Investment Objectives
and Policies 3 "Investment Objectives" - p. 9
C. Management of the Trust 22 "Management of the Trust" - p. 27
D. Control Persons and
Principal Holders of
Securities 24 Not discussed in Prospectus
E. Investment Advisory and
Other Services 25 "Management of the Trust" - p. 27
1. Controlling Persons 25 "Management of the Trust" - p. 27
2. Services Provided by
Adviser 25 "Management of the Trust" - p. 27
3. Adviser Compensation 25 "Management of the Trust" - p. 27
4. Agency Agreement with
Adviser 28 "Management of the Trust" - p. 27
5. Distribution and
Service Plan 29 "Distribution and Service Plan" - p.
39
6. Custodians and
Independent Auditors 30 "Management of the Trust" - p. 27
F. Brokerage Allocation 31 Not discussed in Prospectus
G. Purchase, Redemption and
Pricing of Securities 33 "Pricing of Shares for Purchase or
Redemption" - p. 37
H. Additional Performance
Information 35 Not discussed in Prospectus
I. Financial Statements 36 Not discussed in Prospectus
A. DEFINITION OF TERMS
For purposes of this Statement of Additional Information, the reader should
assume that the terms defined below have the meanings indicated, unless the
context requires otherwise.
"Adviser" or "Ryback Management" means Ryback Management Corporation, a
corporation organized and existing under the laws of the State of Michigan,
having its principal offices at 7711 Carondelet Avenue, P.O. Box 11208, St.
Louis, Missouri 63105.
"Advisory Contracts" means the Advisory and Service Contracts between the
Trust and the Adviser, dated September 23, 1993, February 11, 1994, December
29, 1994 and June 29, 1995.
"Agency Agreement" means the Agency Agreement between the Trust and Ryback
Management, dated September 23, 1993, as amended.
"Class" means either the class of Investor Shares or the class of
Institutional Shares of each Fund.
2
<PAGE>
"Fund" means each of Lindner Dividend Fund, Lindner Growth Fund, Lindner
Utility Fund, Lindner Bulwark Fund, Lindner/Ryback Small-Cap Fund and
Lindner International Fund, each of which has been established by the Trust
a separate series (collectively, the "Trust").
"Prospectus" means the Prospectus of the Trust dated April 2, 1996.
"Small-Cap" means companies with a market capitalization of $750 million or
less.
"Trust" means Lindner Investments, a business trust organized and existing
under the laws of the Commonwealth of Massachusetts, having its principal
offices at 7711 Carondelet Avenue, P.O. Box 11208, St. Louis, Missouri
63105.
"Utilities" means domestic and foreign public utilities, including, but not
limited to, gas, electric, telecommunications, cable television, water and
energy utilities.
"1940 Act" means the federal Investment Company Act of 1940, as amended.
B. INVESTMENT OBJECTIVES AND POLICIES
Investment Objectives
Lindner Dividend Fund. The primary objective of the Dividend Fund is the
production of current income. Consistent with this objective, the Dividend
Fund invests in various types of securities yielding a rate of return
materially higher than that paid on either the Standard & Poor's Composite
Average of 500 stocks or on passbook savings accounts, including common
stocks paying dividends which the Dividend Fund expects to be maintained
or increased.
Lindner Growth Fund. The primary objective of the Growth Fund is long-term
capital appreciation. The production of current income is a secondary
objective of the Growth Fund. Consistent with these objectives, the Growth
Fund will ordinarily invest substantially all its assets in common stocks or
securities convertible into common stocks without regard to quality or
rating. Derivative securities, such as warrants, will not be purchased but
may be retained if they are received as distributions from the issuers of
securities held by the Growth Fund. Investments in warrants will not exceed
5.0% of the Growth Funds's net assets, and investments in warrants not
listed on a national securities exchange will not exceed 2.0% of the Growth
Fund's net assets.
Lindner Utility Fund. The primary investment objective of the Lindner
Utility Fund, a diversified fund, is the production of current income
through investments in securities of domestic and foreign public utility
companies. Capital appreciation is a secondary investment objective of the
Utility Fund.
3
<PAGE>
Lindner Bulwark Fund. The investment objective of the Lindner Bulwark Fund
is capital appreciation through investments in undervalued securities and
precious metal investments that are believed to have demonstrated a record
of capital preservation during periods of economic distress. The Bulwark
Fund will seek to invest in sectors and investments intended to protect
against the erosion of the value of financial assets. Investments will
include securities in companies involved in the production of precious
metals and other natural resources and companies which can maintain value in
inflationary periods. The Bulwark Fund will also purchase gold, silver and
platinum bullion. The Bulwark Fund will also engage in short sales of
securities, option and futures transactions and the lending of securities,
but will not purchase or invest in warrants. At any time management deems
it advisable for temporary defensive purposes or to meet redemptions, the
Bulwark Fund may hold all its assets in cash or cash equivalents, which
include short-term obligations of the United States government.
The Bulwark Fund intends to operate in a manner that will cause it to be
classified as a "non-diversified" investment company, which means that at
any time or from time to time the Bulwark Fund may have more than 5% of its
total assets invested in securities of a single issuer or corporation, or
may have a portfolio investment in securities of a single issuer or
corporation that represents more than 10% of the outstanding voting stock of
such issuer or corporation.
Lindner/Ryback Small-Cap Fund. The primary investment objective of the
Lindner/Ryback Small-Cap Fund, a diversified fund, is capital appreciation.
The production of current income, although a factor in portfolio selection,
is secondary to the Small-Cap Fund's primary objective. In furtherance of
these objectives, the Small-Cap Fund intends to invest substantially all its
assets in common stocks or securities convertible into common stocks, and
intends to invest at least 65% of its total assets in companies with a
market capitalization of less than $750 million. Derivative securities,
such as warrants, will not be purchased but may be retained if they are
received as distributions from the issuers of securities held by the
Small-Cap Fund. Investments in warrants will not exceed 5.0% of the
Small-Cap Funds's net assets, and investments in warrants not listed on a
national securities exchange will not exceed 2.0% of the Small-Cap Fund's
net assets. Under temporary market or economic conditions which the Adviser
considers unfavorable to investments in common stocks, the Small-Cap Fund
may invest all or any portion of its assets for defensive purposes in
short-term United States Government securities.
Lindner International Fund. The primary investment objective of Lindner
International Fund is capital appreciation. The production of current
income, although a factor in portfolio selection, is secondary to the
International Fund's primary objective. The International Fund intends to
ordinarily invest at least 65% of its assets in common stocks and securities
convertible into or exchangeable for common stocks of companies that are
organized and have their principal business activities and interests outside
the United States. The International Fund intends to be widely diversified
across securities of many corporations located in three or more foreign
countries. In appropriate
4
<PAGE>
circumstances such as when a direct investment by the International Fund in
the securities of a particular country cannot be made or when the securities
of an investment company are more liquid than the underlying portfolio
securities, the International Fund may, consistent with the provisions of
the Investment Company Act of 1940, as amended (the "1940 Act"), invest in
the securities of closed-end investment companies that invest in foreign
securities.
The International Fund intends to invest principally in the securities of
financially strong companies with opportunities for growth within growing
international economies and markets through increased earning power and
improved utilization or recognition of assets. Investment may be made in
equity securities of companies of any size, whether traded on or off a
national securities exchange.
Although it is the policy of the International Fund to purchase and hold
securities for capital appreciation, current income, or a combination of
capital appreciation and current income, changes in the portfolio of the
International Fund generally will be made whenever its portfolio manager
believes they are advisable. Portfolio changes may result from liquidity
needs, securities having reached a price or yield objective, anticipated
changes in interest rates or the credit standing of an issuer, or by reason
of economic or other developments not foreseen at the time of the investment
decision. Because investment changes usually will be made without reference
to the length of time a security has been held, a significant number of
short-term transactions may result.
To a limited extent, the International Fund may engage in short-term
transactions if such transactions further its investment objective. The
International Fund may sell one security and simultaneously purchase another
of comparable quality or simultaneously purchase and sell the same security
to take advantage of short-term differentials in bond yields or otherwise
purchase individual securities in anticipation of relatively short-term
price gains. The rate of portfolio turnover will not be a determining
factor in the purchase and sale of such securities. However, certain tax
rules may restrict the International Fund's ability to sell securities in
some circumstances when the security has been held for less than three
months. Increased portfolio turnover necessarily results in correspondingly
higher costs including brokerage commissions, dealer mark-ups and other
transaction costs on the sale of securities and reinvestment in other
securities, and may result in the acceleration of taxable gains.
For temporary defensive purposes, when the Advisor considers market or
economic conditions to be unfavorable to investments in common stocks, the
International Fund may invest all or any portion of its assets for defensive
purposes in short-term United States Government securities or in short-term
foreign government, government agency and in other government entity
securities as well as other investment quality short-term securities
including repurchase agreements.
5
<PAGE>
Investment Policies
In addition to the investment objectives and policies disclosed in the
Prospectus, the Funds are subject to the following investment policies which
are matters of fundamental policy and may not be changed without the
approval of the holders of the lesser of (i) 67% of the shares of the
applicable Fund present or represented at a meeting if the holders of more
than 50% of the outstanding shares are present or represented or (ii) more
than 50% of the outstanding shares of the applicable Fund (a "majority" of
the outstanding voting securities):
Common Investment Restrictions
1. The Funds will not buy securities on margin.
2. The Funds will not underwrite securities of other issuers.
3. The Funds will not invest as a partner or joint venturer in
oil, gas or other mineral leases or development or
exploration programs.
4. The Funds will not make loans to other persons, other than
loans of portfolio securities; the purchase of a portion of
an issue of publicly distributed or Rule 144A Securities,
whether or not the purchase was made upon the original
issuance of the securities, is not considered the making of
a loan.
5. The Funds will not purchase illiquid securities in excess
of 15% of net assets at the time of purchase, or
securities whose sale would not be permitted without
registration under the Securities Act of 1933 (the "1933
Act"), other than securities qualifying as Rule 144A
Securities under the 1933 Act.
6. Lindner Dividend Fund, Lindner Utility Fund, Lindner/Ryback
Small-Cap Fund and Lindner International Fund will not
borrow money or issue senior securities, except from banks
for temporary or emergency purposes, and not for investment
leveraging, provided that borrowing in the aggregate may
not exceed 5% of the such Fund's assets (including the
amount borrowed) at the time of such borrowing.
7. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner
International Fund will not invest in companies for the
purpose of exercising control, or acquire more than 10% of
the voting securities, including securities convertible
into voting securities, of any company (3% in the case of
other investment companies).
8. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner
International Fund will not purchase or sell commodities or
commodity contracts.
6
<PAGE>
9. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner
International Fund will not make short sales of securities
unless at the time of such short sale such Fund owns or has
the right to acquire, as a result of the ownership of
convertible or exchangeable securities and without the
payment of further consideration, or if such Fund is
entitled, subject to approval by a vote of shareholders of
the companies involved, to receive as a result of a pending
merger or acquisition, an approximately equal amount of
such securities, and such Fund will retain securities so
long as such Fund is in a short position as to them. In
the event that any such merger or acquisition shall fail as
a result of non-approval by shareholders, such Fund will
cover the short position at the soonest possible time
consistent with prudence.
10. Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility
Fund, Lindner/Ryback Small-Cap Fund and Lindner
International Fund will not purchase put or call options or
combinations thereof.
11. Lindner Dividend Fund, Lindner Growth Fund, Lindner Bulwark
Fund, Lindner/Ryback Small-Cap Fund and Lindner
International Fund will not Purchase or sell interests in
real estate (including limited partnership interests),
other than interests in real estate investment trusts
("REITs") whose shares are listed for trading on a national
securities exchange or eligible to be quoted in the Nasdaq
Stock Market.
None of Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility Fund or
Lindner International Fund, as an operating policy, will invest more than 5%
of total assets in securities of unseasoned issuers which, including their
predecessors, have been in operation for less than three years. This
operating policy is not a fundamental policy and may be changed without the
approval of the holders of a majority of outstanding voting securities.
Investment Restrictions Applicable to Certain Funds
Lindner Dividend Fund. The Dividend Fund will not:
Make investments in industry segments in excess of the following
percentages of the Dividend Fund's total assets, taken at market
value at the time of investment:
Securities concentrated in the same industry ............... 25%
Securities of electric and gas utilities (subject to
the 25% limit described above) ............................. 40%
Securities of one issuer, except United States
Government obligations ..................................... 5%
Securities of other investment companies ................... 10%
7
<PAGE>
Lindner Growth Fund. The Growth Fund will not:
1. Borrow money or issue senior securities other than through
bank loans not exceeding 12-1/2% of the value of the Growth
Fund's total assets at the time of borrowing (including the
amount borrowed), which loans may be secured by not more
than 25% of the value of the Growth Fund's assets.
2. Make investments in industry segments in excess of the
following percentages of the Dividend Fund's total assets,
taken at market value at the time of investment:
Securities of companies in the same industry ......... 25%
Securities of one issuer (except United States
Government obligations) ............................ 5%
Securities of other investment companies ............. 10%
Lindner Utility Fund. The Utility Fund will not:
1. Purchase or sell interests in real estate, including
interests in real estate investment trusts.
2. Make investments in industry segments in excess of the
following percentages of the Utility Fund's total assets,
taken at market value at the time of investment:
Securities concentrated in the same industry
segment (except Utilities, in which, under
normal circumstances, more than 65% of the
Utility Fund's assets will be invested) ............... 25%
Securities of one issuer (other than obligations
of, or guaranteed by, the United States Government,
its agencies or instrumentalities) .................... 5%
Lindner Bulwark Fund. The Bulwark Fund will not:
1. Borrow money or issue senior securities other than through
bank loans in excess of 20% of the Bulwark Fund's total
assets (including the amount borrowed) at the time of such
borrowing and provided such borrowings are in compliance
with the asset coverage requirements of the 1940 Act.
2. Invest in companies for the purpose of exercising control,
but may acquire more than 10% of the voting securities,
including securities convertible into voting securities, of
any company.
3. Purchase or sell commodities or commodity contracts, except
that not more than 25% of the Bulwark Fund's total assets
may be invested in gold, silver and platinum bullion and
other precious metals, or option and futures contracts
relating thereto.
8
<PAGE>
4. Purchase illiquid securities totalling more than 15% of its
net assets. For purposes of this restriction, illiquid
securities include indebtedness of companies originally
incurred in connection with a loan from a bank, insurance
company or other financial institution, mortgage derivative
Interest Only securities and securities whose sale would
not be permitted without registration under the 1933 Act,
other than securities qualifying as Rule 144A Securities.
5. Make investments in excess of the following percentages of
the Bulwark Fund's total assets, taken at market value at
the time of investment:
Securities concentrated in the same industry,
except that during the time there has been a
decline of more than 10% in either the Standard &
Poor's 500-stock Index or the Nasdaq Composite
Index from their respective 12-month high points,
the Bulwark Fund will concentrate its investments
by investing more than 25% of its total assets
in securities of domestic and foreign companies
engaged in the production of precious metals
or other natural resources ........................... 25%
Rule 144A Securities ................................. 25%
Securities of any one issuer, other than
obligations of, or guaranteed by, the
United States Government, its agencies
or instrumentalities ................................. 5%
Lindner/Ryback Small-Cap Fund. The Small-Cap Fund will not:
Make investments in excess of the following percentages of the
Small-Cap Fund's total assets, taken at market value at the time of
investment:
Securities of companies in the same industry .............. 25%
Rule 144A Securities ...................................... 25%
Securities of one issuer (except obligations
of the United States Government, its agencies
or instrumentalities) ..................................... 5%
Securities issued by real estate investment
trusts ("REITs") .......................................... 15%
Common Investment Techniques and Types of Securities
High-Risk, High-Yield Lower-Rated Debt Securities. All of the Funds
anticipate that a portion of their assets will be invested in lower-rated,
high-yield/high-risk securities rated BB or lower by
9
<PAGE>
Standard & Poor's Corporation ("S&P") or Ba or lower by Moody's Investor
Service, Inc. ("Moody's") that have poor protection of payment of principal
and interest (commonly known as "junk bonds"). See the Appendix to the
Prospectus for a description of these ratings. These securities often are
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. Market prices of
these securities may fluctuate more than higher-rated debt securities and
may decline significantly in periods of general economic difficulty which
may follow periods of rising rates. While the market for high-yield debt
securities has been in existence for many years and has weathered previous
economic downturns, the market in recent years has experienced a dramatic
increase in the large-scale use of such securities to fund highly leveraged
corporate acquisitions and restructurings. Accordingly, past experience may
not provide an accurate indication of future performance of the high-yield
debt securities market, especially during periods of economic recession.
These high-yield debt securities are subject to certain risks that may not
be present with investments in higher grade securities, including the
following:
--Youth and Growth of High Yield Bond Market. The growth of the
high-yield securities market, which is relatively new, paralleled a
long economic expansion. Recently, many issuers have been affected
by adverse economic and market conditions. It should be recognized
that an economic downturn is likely to have a negative effect on
the high-yield securities market and on the value of the high-yield
securities held by the Funds, as well as on the ability of the
issuers to repay principal and interest on their borrowings.
--Sensitivity to Interest Rate and Economic Changes. Although the
prices of high-yield securities may be less sensitive to interest
rate changes than higher-rated investments, high-yield securities
are generally more sensitive to adverse economic changes or
individual corporate developments. During a strong economic
downturn or a substantial period of rising interest rates, highly
leveraged issuers may experience financial stress that would
adversely affect their ability to service their principal and
interest payment obligations, to meet projected business goals, and
to obtain additional financing. Accordingly, there could be a
higher incidence of default. This would adversely affect the value
of such securities and each Fund's net asset value. In addition,
if the issuer of a security defaulted, the Funds might incur
additional expenses to seek recovery. Periods of economic
uncertainty also increase volatility of market prices of high-yield
securities and each Fund's resulting net asset value.
--Payment Expectations. Generally, when interest rates rise, the
value of bonds, including high-yield bonds, tends to decrease; when
interest rates fall, the value of bonds tends to increase. If an
issuer of a high-yield security containing a redemption or call
provision exercises either provision in a declining interest rate
market, the Funds would have to replace the security, which could
result in a decreased return for holders of shares in the Funds.
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Conversely, if the Funds were to experience unexpected net
redemptions in a rising interest rate market, they might be forced
to sell certain securities, regardless of investment merit. This
could result in decreasing the assets to which the Funds' expenses
could be allocated and a reduced rate of return for the Funds.
--Liquidity and Valuation. Lower-rated securities are typically
traded among a smaller number of broker-dealers rather than in a
broad secondary market. Purchasers of high-yield securities tend
to be institutions, rather than individual investors, a factor that
further limits the secondary market. To the extent that no
established retail secondary market exists, many high-yield
securities may not be as liquid as higher-grade bonds. The ability
of the Funds to value or sell high-yield securities will be
adversely affected to the extent that such securities are thinly
traded or illiquid. During such periods, there may be less
reliable objective information available and, therefore, the
responsibility of the Trust's board of trustees to value high-yield
securities becomes more difficult, with judgment playing a greater
role.
--Congressional Proposals. The Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 requires savings associations
to generally divest of their holdings of high yield securities
before July 1, 1994. In addition, Congress has enacted tax
legislation that restricts the deductibility of interest expense
incurred in certain highly leveraged buy-outs, mergers, and
acquisitions. These laws may have a material adverse impact on the
market for high yield securities. It cannot be predicted whether
additional legislation will be proposed or enacted that could also
adversely affect high yield securities.
Since the risk of default is higher for lower-rated securities, the
Adviser's research and credit analysis are an integral part of managing
securities of this type that are held by the Funds. In considering
investments for the Funds, the Adviser attempts to identify those issuers of
high-yield securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. The
Adviser's analysis focuses on relative values based on such factors as
interest or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer. In addition, the Funds
may chose, at their expense or in conjunction with others, to pursue
litigation or otherwise exercise their rights as holders of debt securities
if they determine this course of action to be in the best interest of their
shareholders.
Foreign Investments. Foreign investments can involve significant risks in
addition to the risks inherent in U.S. investments. The value of securities
denominated in or indexed to foreign currencies, and of dividends and
interest from such securities, can change significantly when foreign
currencies strengthen or weaken relative to the U.S. dollar. Foreign
securities markets generally have less trading volume and less liquidity
than U.S. markets, and prices on some foreign markets can be highly
volatile. Many foreign countries lack uniform accounting and disclosure
standards comparable to those applicable to U.S.
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companies, and it may be more difficult to obtain reliable information
regarding an issuer's financial condition and operations. In addition, the
costs of foreign investing, including withholding taxes, brokerage
commissions, and custodial costs, are generally higher than for U.S.
investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer,
and may involve substantial delays. It also may be difficult to enforce
legal rights in foreign countries.
Foreign investing also involves political and economic risks. Foreign
investments may be adversely affected by actions of foreign governments,
including exploration or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency in to U.S. dollars, or other government intervention.
There may be a greater possibility of default by foreign governments or
foreign government-sponsored enterprises. Investments in foreign countries
also involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. No assurance
can be given that the Adviser will be able to anticipate or counter these
potential events.
These risks generally are magnified by investments in developing countries.
Developing countries may have relatively unstable governments, economies
based only a few industries, and securities markets that trade a small
number of securities.
The Funds may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject to
transfer restrictions may be marketable abroad, they may be less liquid than
foreign securities of the same class that are not subject to such
restrictions.
American Depository Receipts and European Depository Receipts ("ADRs" and
"EDRs") are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a banker or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and EDRs
are alternatives to the purchase of the underlying securities in their
national markets and currencies.
Under normal circumstances, Lindner International Fund expects to invest at
least 65% of its assets in foreign securities. For Lindner Utility Fund and
Lindner Bulwark Fund, holdings in foreign securities will be limited to 35%
of each Fund's net assets, including a limit of 10% of each Fund's net
assets in securities primarily traded in the markets of any one country. As
an operating policy, Lindner Growth Fund and Lindner/Ryback Small-Cap Fund
may invest up to 25% of net assets in foreign securities; however, these
limitations are not fundamental policies and may be changed without the
consent of the holders of the majority of such Fund's outstanding voting
securities.
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Securities Lending. The Funds, except for Lindner Utility Fund, may lend
securities to parties such as broker-dealers, banks, or institutional
investors. The Funds will retain ownership of the securities loaned and, at
the same time will earn additional income. Because there may be delays in
the recovery of securities loaned, or even a loss of rights in collateral
supplied should the borrower fail financially, loans will be made only to
parties whose creditworthiness is deemed satisfactory by the Adviser. In
addition, securities loans will only be made if, in the judgment the
Adviser, the consideration to be earned from such loans would justify the
risk.
The Adviser understands that it is the current view of the SEC staff that
the Funds may engage in securities loan transactions only under the
following conditions: (1) the Funds must receive 100% collateral in the
form of cash, cash equivalents (e.g., U.S. Treasury bills or notes) or other
high grade liquid debt instruments from the borrower; (2) the borrower must
increase the collateral whenever the market value of the securities loaned
(determined on a daily basis) exceeds the value of the collateral; (3) after
giving notice, the Funds must be able to terminate the loans at any time;
(4) the Funds must receive reasonable interest on the loans or flat fees
from the borrower, as well as amounts equivalent to any dividends, interest,
or other distributions on the securities loans and to any increase in market
value; (5) the Funds may pay only reasonable custodian fees in connection
with the loans; and (6) the Board of Trustees must be able to vote proxies
on the securities loaned, either by terminating the loans or by entering
into alternative arrangements with the borrower. Cash received through loan
transactions may be invested in any security in which the Funds are
authorized to invest. Investing this cash subjects that investment, as well
as the security loaned, to market risks.
Leverage (Growth Fund and Bulwark Fund). Leveraging creates an opportunity
for increased net income and capital appreciation but, at the same time,
creates special risk considerations. For example, leveraging may exaggerate
changes in the net asset value of a Fund's shares and in the yield on a
Fund's portfolio. Although the principal of such borrowings will be fixed,
a Fund's assets may change in value during the time the borrowing is
outstanding. Leveraging will create interest expense for the Fund which can
exceed the income from the assets retained. To the extent the income
derived from securities purchased with borrowed funds exceeds the interest a
Fund will have to pay, the Fund's net income will be greater than if
leveraging were not used. Conversely, if the income from the assets
retained with borrowed monies is not sufficient to cover the cost of
leveraging, the net income of the Fund will be less than if leveraging were
not used, and therefore the amount available for distribution to
stockholders as dividends will be reduced.
Borrowing from banks will not exceed 12-1/2% of the Growth Fund's assets or
20% of the Bulwark Fund's assets at the time of borrowing. The Investment
Company Act of 1940 requires a Fund to maintain continuous asset coverage
(total assets including borrowing minus liabilities excluding borrowings) of
300% of the amount borrowed. If due to market fluctuations or other reasons
a Fund's asset coverage falls below this
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level, the Fund may be required to sell some of its portfolio holdings
within three days to reduce debt and restore asset coverage. Any such sale
may occur at a time when it is disadvantageous to the Fund to sell
securities.
Illiquid Investments. The Dividend Fund, Growth Fund, Bulwark Fund and
International Fund may invest up to 15% of their net assets in illiquid
investments. Illiquid investments are investments that cannot by sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued. Under the supervision of the Board of Trustees,
the Adviser determines the liquidity of investments and, through reports
from the Adviser, the Board monitors trading activity in illiquid
investments. In determining the liquidity of investments, the Adviser may
consider various factors, including (i) the frequency of trades and
quotations, (ii) the number of dealers and prospective purchasers in the
marketplace, (iii) dealer undertakings to make a market, (iv) the nature of
the security (including any demand or tender features), and (v) the nature
of the marketplace for trades (including the ability to assign or offset a
Fund's rights and obligations relating to the investment). Investments
currently considered to be illiquid include over-the-counter options,
non-government stripped fixed-rate mortgage-backed securities, Interest Only
mortgage derivative securities and any other restricted or foreign
securities determined by the Adviser to be illiquid. However, with respect
to any OTC options that the Bulwark Fund writes, all or a portion of the
value of the underlying instrument maybe illiquid depending on the assets
held to cover the option and the nature and terms of any agreement the
Bulwark Fund may have to close out the option before expiration. In the
absence of market quotations, illiquid investments are priced at fair value
as determined in good faith by the Adviser, subject to review and approval
by the Board of Trustees. If through a change in values, net assets, or
other circumstances, a Fund were in a position where more than 15% of its
net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
Illiquid investments also include loans which the Bulwark Fund may purchase
from banks, insurance companies or other financial institutions. The
Bulwark Fund may purchase such loans at a discount from the principal amount
due, and may purchase all or a portion of such loans. The obligors on such
loans may be in reorganization or financial restructuring, creating a risk
of default. Such indebtedness will be acquired only after the Adviser makes
an independent analysis and evaluation of the credit risks involved and only
under circumstances where the original lender or some other financial
institution remains obligated to monitor the collateral securing such loan,
if any. Indebtedness of this type bears investment risks similar to high
yield securities but generally is less liquid. These types of transactions
will be included in the 15% limitation described above.
Repurchase Agreements (International Fund only). The International Fund may
invest in repurchase and reverse repurchase agreements. A repurchase
agreement involves the purchase of a security by the International Fund and
a simultaneous agreement (generally by a bank or dealer) to repurchase that
security back from the International Fund at
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a specified price and date or upon demand. This technique offers a method
of earning income on idle cash. The repurchase agreement is effectively
secured by the value of the underlying security. A risk associated with
repurchase agreements is the failure of the seller to repurchase the
securities as agreed, which may cause the International Fund to suffer a
loss if the market value of such securities declines before they can be
liquidated on the open market. In the event of bankruptcy or insolvency of
the seller, the International Fund may encounter delays and incur costs in
liquidating the underlying security. The International Fund will not invest
in repurchase agreements maturing in more than seven days.
Investment Techniques and Types of Securities Applicable to Lindner Bulwark
Fund
Indexed Securities. The Bulwark Fund may purchase securities whose prices
are indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic. Gold-indexed
securities, for example, typically provide for a maturity value that depends
on the price of gold, resulting in a security whose price tends to rise and
fall together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting in
a security that performs similarly to a foreign-denominated instrument, or
their maturity value may decline when foreign currencies increase, resulting
in a security whose price characteristics are similar to a put on the
underlying currency. Currency-indexed securities also may have prices that
depend on the values of a number of different foreign currencies relative to
each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, commodity or other instrument to
which they are indexed, and also may be influenced by interest rate changes
in the U.S. and abroad. At the same time, indexed securities are subject to
the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies.
Short Sales. The Bulwark Fund may seek to hedge investments or realize
additional gains through short sales. The Bulwark Fund may make short
sales, which are transactions in which the Bulwark Fund sells a security it
does not own, in anticipation of a decline in the market value of that
security. To complete such a transaction, the Bulwark Fund must borrow the
security to make delivery to the buyer. The Bulwark Fund then is obligated
to replace the security borrowed by purchasing it at the market price at or
prior to the time of replacement. The price at
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such time may be more or less than the price at which the security was sold
by the Bulwark Fund. Until the security is replaced, the Bulwark Fund is
required to repay the lender any dividends or interest which accrue during
the period of the loan. To borrow the security, the Bulwark Fund also may
be required to pay a premium, which would increase the cost of the security
sold. The net proceeds of the short sale will be retained by the broker, to
the extent necessary to meet margin requirements, until the short position
is closed out. The Bulwark Fund also will incur transaction costs in
effecting short sales.
The Bulwark Fund will incur a loss as a result of the short sale if the
price of the security increases between the date of the short sale and the
date on which the Bulwark Fund replaces the borrowed security. The Bulwark
Fund will realize a gain if the security declines in price between those
dates. The amount of any gain will be decreased, and the amount of any loss
increased by the amount of the premium, dividends, interest or expenses the
Bulwark Fund may be required to pay in IF connection with a short sale.
No securities will be sold short if, after giving effect to any such short
sale, the total market value of all securities sold short would exceed 25%
of the value of the Bulwark Fund's net assets. The Bulwark Fund similarly
will limit its short sales of the securities of any single issuer if the
market value of the securities of that issuer that have been sold short by
the Bulwark Fund would exceed two percent (2%) of the value of the Bulwark
Fund's net assets or if such securities would constitute more than (2%) of
any class of the issuer's securities.
Until the Bulwark Fund replaces a borrowed security in connection with short
sales, the Bulwark Fund will: (a) maintain daily a segregated account
containing cash or U.S. Government securities, at such a level that (i) the
amount deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii)
the amount deposited in the segregated account plus the amount deposited
with the broker as collateral will not be less than the market value of the
security at the time it was sold short; or (b) otherwise cover its short
position.
In addition, the Bulwark Fund also may make short sales "against the box,"
i.e., when a security identical to one owned by the Bulwark Fund is borrowed
and sold short. If the Bulwark Fund enters into a short sale against the
box, it is required to segregate securities equivalent in kind and amount to
the securities sold short (or securities convertible or exchangeable into
such securities) and is required to hold such securities while the short
sale is outstanding. The Bulwark Fund will incur transaction costs,
including interest, in connection with opening, maintaining, and closing
short sales against the box.
Limitations on Futures and Options Transactions. The Bulwark Fund has filed
a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
("CFTC") and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases sales of futures
contracts, or options on futures contracts, gold, silver, platinum or other
precious metals. Pursuant to Section 4.5 of the
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regulations under the Commodity Exchange Act, such notice of eligibility
must include the representation that the Bulwark Fund will use futures
contracts and related options for bona fide hedging purposes within the
meaning of and intent of CFTC regulations, provided that the Bulwark Fund
may hold positions in futures contracts and related options that do not fall
within the definition of bona fide hedging transactions if the aggregate
initial margin and premiums required to establish such positions will not
exceed 5% of the Bulwark Fund's net assets (after taking into account
unrealized profits and unrealized losses on any such positions) and that in
the case of an option that is in-the-money at the time or purchase, the
in-the-money amount may be excluded from such 5%.
In addition to the above limitations, the Bulwark Fund will not: (a) sell
futures contracts, purchase put options, or write call options if, as a
result, more than 25% of the Bulwark Fund's total assets would be hedged
with futures and options under normal conditions; (b) purchase futures
contracts or write put options if, as a result, the Bulwark Fund's total
obligations upon settlement or exercise of purchased futures contracts and
written put options would exceed 25% of its total assets; (c) purchase call
options if, as a result, the current value of option premiums for call
options purchased by the Bulwark Fund would exceed 5% of the Bulwark Fund's
total assets; or (d) enter into any futures contract or option on a futures
contract if, as a result, the sum of initial margin deposits on futures
contracts and related options and premiums paid for options on futures
contracts the Bulwark Fund has purchased, after taking into account
unrealized profits and losses on such contracts, would exceed 5% of the
Bulwark Fund's total assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying securities,
and do not apply to securities that incorporate features similar to options.
The Bulwark Fund currently intends to treat the value of any
over-the-counter option it purchases as illiquid for the purposes of its
investment limits. Similarly, for any over-the-counter option it writes,
the Bulwark Fund will treat as illiquid the value of the option's underlying
instrument; however, if the Bulwark Fund has a guaranteed right to close out
the option with a primary U.S. government securities dealer, only the
maximum price of the closing transaction minus the amount the option is
in-the-money will be considered illiquid.
The above limitations on the Bulwark Fund's investments in futures contracts
and options, and the Bulwark Fund's policies regarding futures contracts and
options discussed elsewhere in this Statement of Additional Information, are
not fundamental policies and may be changed as regulatory agencies permit.
Futures Contracts. When the Bulwark Fund purchases a futures contract, it
agrees to purchase a specified underlying instrument or precious metal at a
specified future date. When the Bulwark Fund sells a futures contract, it
agrees to sell the underlying instrument or precious metal at a specified
future date. The price at which the purchase and sale will take place is
fixed when the Bulwark Fund enters into the
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contract. Some currently available future contracts are based on specific
securities, such as U.S. Treasury bonds or notes, and some are based on
indices of securities or precious metal prices, such as the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500") or gold. Futures can be
held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with value of its underlying instrument or precious metal. Therefore,
purchasing futures contracts will tend to increase the Bulwark Fund's
exposure to positive and negative price fluctuations in the underlying
instrument or precious metal, much as if it had purchased the underlying
instrument or precious metal directly. When the Bulwark Fund sells a
futures contract, by contrast, the value of its futures position will tend
to offset both positive and negative market price changes, much as if the
underlying instrument or precious metal has been sold.
Futures Margin Payments. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument or precious
metal unless the contract is held until the delivery date. However, both
the purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant ("FCM"), when the
contract is entered into. Initial margin deposits are typically equal to a
percentage of the contract's value. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments to settle the change in value on a daily basis. The party that has
a gain may be entitled to receive all or a portion of this amount. Initial
and variation margin payments do not constitute purchasing securities on
margin for purposes of the Bulwark Fund's investment limitations. In the
event of the bankruptcy of the FCM that holds margin on behalf of the
Bulwark Fund, the Bulwark Fund may be entitled to return of margin owed to
it only in proportion to the amount received by the FCM's other customers,
potentially resulting in losses to the Bulwark Fund.
Purchasing Put and Call Options. By purchasing a put option, the Bulwark
Fund obtains the right (but not the obligation) to sell the option's
underlying instrument at a fixed strike price. In return for this right,
the Bulwark Fund pays the current market price for the option (known as the
option premium). Options have various types of underlying instruments,
including specific securities, indices of securities prices, and futures
contracts. The Bulwark Fund may terminate its position in a put option it
has purchased by allowing it to expire or by exercising the option. If the
option is allowed to expire, the Bulwark Fund will lose the entire premium
it paid. If the Bulwark Fund exercises the option, it completes the sale of
the underlying instrument at the strike price. The Bulwark Fund also may
terminate a put option position by closing it out in the secondary market at
its current price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs.)
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The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's strike
price. A call buyer typically attempts to participate in potential price
increases of the underlying instrument with risk limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to
suffer a loss if the underlying prices do not rise sufficiently to offset
the cost of the option.
Writing Put and Call Options. When the Bulwark Fund writes a put option, it
takes the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the Bulwark Fund assumes the obligation
to pay the strike price for the option's underlying instrument if the other
party to the option chooses to exercise it. When writing an option on a
futures contract the Bulwark Fund will be required to make margin payments
to the FCM as described above. The Bulwark Fund may seek to terminate its
position in a put option it writes before exercise by closing out the option
in the secondary market at its current price. If the secondary market is
not liquid for a put option the Bulwark Fund has written, however, the
Bulwark Fund must continue to be prepared to pay the strike price while the
option is outstanding, regardless of price changes, and must continue to
segregate assets to cover its position.
If the underlying prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer also will profit, because it should be able to close out the
option at a lower price. If the underlying prices fall, the put writer
would expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the Bulwark Fund to sell or deliver the
option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options are
similar to those of writing put options, except that writing calls generally
is a profitable strategy if the underlying prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the effects
of a price decline. At the same time, because a call writer must be
prepared to deliver the underlying instrument in return for the strike
price, even if its current value is greater, a call writer gives up some
ability to participate in the underlying price increases.
Combined Positions. The Bulwark Fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, the Bulwark Fund may purchase a put option and write
a call option on the same underlying instrument, in order to construct a
combined position whose risk and return characteristics are similar to
selling a futures contract. Another possible combined position would
involve writing a call option at one strike price and
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buying a call option at a lower price, in order to reduce the risk of the
written call option in the event of a substantial price increase. Because
combined options positions involve multiple trades, they result in higher
transaction costs and may be more difficult to open and close out.
Correlation of Price Changes. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the Bulwark Fund's current
or anticipated investments exactly. The Bulwark Fund may invest in options
and futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which it
typically invests, which involves a risk that the options or futures
position will not track the performance of the Bulwark Fund's other
investments.
Options and futures prices also can diverge from the prices of their
underlying instruments or precious metals, even if the underlying
instruments or precious metals match the Bulwark Fund's investments well.
Options and futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the
underlying instrument or precious metal, and the time remaining until
expiration of the contract, which may not affect the security or the
precious metal prices the same way. Imperfect correlation also may result
from: differing levels of demand in the options and futures markets and the
securities or precious metal markets, structural differences in how options
and futures and securities or precious metal are traded, or imposition of
daily price fluctuation limits or trading halts. The Bulwark Fund may
purchase or sell options and futures contracts with a greater or lesser
value than the securities or precious metal it wishes to hedge or intends to
purchase in order to attempt to compensate for differences in volatility
between the contract and the securities or precious metals, although this
may not be successful in all cases. If price changes in the Bulwark Fund's
options or futures positions are poorly correlated with its other
investments, the positions may fail to produce anticipated gains or result
in losses that are not offset by gains in other investments.
Liquidity of Options and Futures Contracts. No assurance can be given that
a liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument or precious metal's current price. In addition, exchanges may
establish daily price fluctuation limits for options and future contracts,
and may halt trading if a contract's price moves upward or downward more
than the limit in a given day. On volatile trading days when the price
fluctuation limit is reached or a trading halt is imposed, it may be
impossible for the Bulwark Fund to enter into new positions or close out
existing positions. If the secondary market for a contract is not liquid
because of price fluctuation limits or otherwise, it could prevent prompt
liquidation of unfavorable positions, and potentially could require the
Bulwark Fund to continue to hold a position until delivery or expiration
regardless of
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changes in its value. As a result, the Bulwark Fund's access to other
assets held to cover its options or futures positions also could be
impaired.
OTC Options. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options i.e., options not traded
on exchanges ("OTC options"), generally are established through negotiation
with the other party to the option contract. While this type of arrangement
allows the Bulwark Fund greater flexibility to tailor an option to its
needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing organization
of the exchanges where they are traded. The risk of illiquidity also is
greater with OTC options, since these options generally can be closed out
only by negotiation with the other party to the option.
Asset Coverage for Futures and Options Positions. The Bulwark Fund will
comply with guidelines established by the Securities and Exchange Commission
with respect to coverage of options and futures by mutual funds, and if the
guidelines so require will segregate cash and appropriate high-grade liquid
debt assets in the amount prescribed. Segregated securities cannot be sold
while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of the Bulwark Fund's assets could
impede portfolio management or the Bulwark Fund's ability to meet redemption
requests or other current obligations.
Precious Metals. In addition to its investments in securities, the Bulwark
Fund may invest up to 25% of its total assets in precious metals, such as
gold, silver, platinum, and palladium, and precious metal options and
futures. The prices of precious metals are affected by broad economic and
political conditions, but are less subject to local and company-specific
factors than securities of individual companies. As a result, precious
metals and precious metal options and futures may be more or less volatile
in price than securities of companies engaged in precious metals-related
businesses. The Bulwark Fund may purchase precious metals in any form,
including bullion and coins, provided that the Adviser intends to purchase
only those forms of precious metals that are readily marketable and that can
be stored in accordance with custody regulations applicable to mutual funds.
The Bulwark Fund may incur higher custody and transaction costs for precious
metals than for securities. Also, precious metals investments do not pay
income. As a further limit on precious metals investment, under current
federal tax law, gains from selling precious metals may not exceed 10% of
the Bulwark Fund's annual gross income. This tax requirement could cause
the Bulwark Fund to hold or sell precious metals, securities, options or
futures when it would not otherwise do so.
The value of the Bulwark Fund's investment may be affected by changes in the
price of gold and other precious metals. Gold has been subject to
substantial price fluctuations over short periods of time and may be
affected by un predictable international monetary and other governmental
21
<PAGE>
policies, such as currency devaluations or revaluations; economic and social
conditions within a country; trade imbalances; or trade or currency
restrictions between countries. Since much of the world's known gold
reserves are located in South Africa, political and social conditions there
may pose certain risks to the Bulwark Fund's investments. For instance,
social upheaval and related economic difficulties in South Africa could
cause a decrease in the share values of South African issuers.
General
There is no assurance that the Funds' objectives will be met or that there
will not be substantial losses in any given investment. Also, at anytime,
the value of each Fund's shares may be more or less than the investor's
cost.
C. MANAGEMENT OF THE TRUST
The Officers and Trustees of the Trust are listed below, together with
information regarding their principal business occupations during at least
the past five years and their ages. Each of the Trustees of the Trust was
elected as a trustee at the inception of the Trust in 1993 and has served
continuously since that date.
<TABLE>
<CAPTION>
Position(s)
Held With Principal Occupation(s)
Name and Address The Trust During Past 5 Years Age
- ---------------- --------- ---------------------- ---
<S> <C> <C> <C>
Doug T. Valassis* Chairman Since 1993, Chairman and Director 44
520 Lake Cook Road, of the of the Trust. Chairman and Treasurer
Suite 325 Board and of the Adviser since 1992. President
Deerfield, IL 60015 Trustee and Chief Executive Officer of
Franklin Enterprises, Inc.,
a private investment firm, for more
than last five years.
Eric E. Ryback* President Since 1993, Trustee and President 44
7711 Carondelet Ave. and Trustee of the Trust. President and a
Suite 700 Director of the Adviser since 1992.
St. Louis, MO 63105 Prior to 1993 and for more than five
years was Vice President of Lindner
Fund, Inc. ("LFI") and Lindner Dividend
Fund, Inc. ("LDFI") and Vice President
of Lindner Management Corporation
("LMC"), the prior investment adviser
to LFI and LDFI.
Robert A. Lange Senior Vice Served for more than past five 51
7711 Carondelet President years as Senior Vice President of
Suite 700 LFI, LDFI and, prior to 1993, LMC.
St. Louis, MO 63105 Since 1993, serves as Senior Vice
President of the Adviser.
22
<PAGE>
Brian L. Blomquist Admin. Vice Served for more than past five 37
7711 Carondelet Ave. President years as Administrative Vice
Suite 700 Secretary and President and Secretary
St. Louis, MO 63105 Treasurer of LFI, LDFI and, prior to 1993
LMC. Since 1993, has served as Vice
President - Operations, Treasurer
and Assistant Secretary of the Adviser
and Treasurer of the Trust, LFI and LDFI.
Lawrence G. Callahan Vice President Vice President of LFI and LDFI from 36
7711 Carondelet Ave. 1992 to 1995. Previously served
Suite 700 as research assistant to LFI and
St. Louis, MO 63105 LDFI for more than five years. Since
1993, serves as Vice President of the
Adviser.
Terence P. Fitzgerald Trustee Senior Counsel of The May Department 40
6641 Waterman Stores since April 1993; Vice
St. Louis, MO 63130 President of May Realty, Inc., from
April 1990 until April 1993.
Marc P. Hartstein Trustee For more than five years has been 43
3 Middlebrook Lane employed by Anheuser-Busch, Inc.,
St. Louis, MO 63141 and is currently serving as Assistant
to the Vice President, Field Sales.
Also owns Hart Communications, Inc., a
research, strategic planning and image
development firm.
Donald J. Murphy Trustee For more than past five years, 52
970 E. Deerpath Rd. has served as President and Chief
Lake Forest, IL 60045 Executive Officer of Murcom Financial,
Ltd., a private investment firm.
Robert L. Byman Trustee Partner in the laws firm of Jenner 50
Jenner & Block & Block, Chicago, Illinois, for more
One IBM Place than the past five years
Chicago, IL 60611
Peter S. Horos Trustee Investment Manager, Allstate Life 47
All State Insurance Company, Northbrook,
All State Plaza Illinois, for more than the past five
Northbrook, IL 60062 years.
Dennis P. Nash Trustee Vice President, Nellis Feed Company, 44
Nellis Feed Company a feed ingredient broker, for more
899 Skokie Blvd. than the past five years.
Northbrook, IL 60062
- -----------
* Messrs. Ryback and Valassis are interested persons of the Funds, as defined by the Investment Company Act of
1940.
</TABLE>
23
<PAGE>
Compensation
During the most recently completed fiscal year, Trustees of Lindner
Investments received the following compensation from all of the mutual funds
managed by the Adviser:
Aggregate Remuneration
Name and Capacity in which Received from the Trust
Remuneration was Received With Respect to All Funds
- -------------------------- -------------------------
Robert L. Byman, Trustee ............... $ 750
Terrence P. Fitzgerald, Trustee ........ 7,975
Marc P. Hartstein, Trustee ............. 9,775
Peter S. Horos, Trustee ................ 1,200
Donald J. Murphy, Trustee .............. 8,700
Dennis P. Nash, Trustee ................ 975
Eric E. Ryback,
Trustee and President ................ 0
Doug T. Valassis,
Trustee and Chairman ................. 0
There are no pension or retirement benefit plans or programs in effect for
Trustees of the Trust or any other mutual fund managed by the Adviser. No
officers of the Trust or any other mutual fund managed by the Adviser
receive any renumeration from the Trust or such other mutual fund as
officers or employees of the Trust or of any such other mutual funds.
D. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Shareholders of each Fund will vote by series except as otherwise
required by the Investment Company Act of 1940. Matters affecting an
individual series include, but are not limited to, the investment
objectives, policies and restrictions of that series. Shares have no
subscription, preemptive or conversion rights. Shares do not have
cumulative voting rights when voting on the election of Trustees.
Therefore, the holders of more than 50% of the aggregate number of shares of
all series of the Trust may elect all the Trustees. The shares of each Fund
are divided into two Classes. Each share has one vote and shareholders will
vote in the aggregate and not by Class, except as to any matter that affects
only one Class of shares or as otherwise required by law. Only holders of
Institutional Shares will be entitled to vote on matters relating to the
Trust's Distribution Plan.
At January 31, 1996, no person beneficially owned, either directly or
indirectly, more than 25% of the voting securities of the Trust or any Fund,
nor had the Trust or any Fund or any other person acknowledged or asserted
the existence of control over the Trust or any Fund, nor had there been any
adjudication under the Investment Company Act of 1940 that control over the
Trust or any Fund exists. In addition, at January 31, 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.
24
<PAGE>
As of January 31, 1996, the officers and Trustees of the Trust, as a
group, owned the following amounts of shares in each Fund:
Name of No. of
Fund Shares % of Total
------- ------ ----------
Lindner Dividend Fund--
Investor Shares ........... 85,349 shs. 0.12%
Institutional Shares ...... 0 shs. 0%
Lindner Growth Fund--
Investor Shares ........... 101,392 shs. 0.17%
Institutional Shares ...... 0 shs. 0%
Lindner Utility Fund
Investor Shares ........... 14,033 shs. 0.97%
Institutional Shares ...... 0 shs. 0%
Lindner Bulwark Fund
Investor Shares ........... 43,522 shs. 0.62%
Institutional Shares ...... 0 shs. 0%
Lindner/Ryback Small-Cap Fund
Investor Shares ........... 29,649 shs. 1.86%
Institutional Shares ...... 0 shs. 0%
Lindner International Fund
Investor Shares ........... 18,298 shs. 41.53%
Institutional Shares ...... 0 shs. 0%
E. INVESTMENT ADVISORY AND OTHER SERVICES
1. Controlling Persons
The Funds' Adviser, Ryback Management Corporation, is controlled by three
irrevocable trusts u/t/a dated October 14, 1992 (the "Valassis Trusts"),
which as of January 31, 1996, held 77.5% of the voting securities of the
Adviser. The Valassis Trusts are investment entities formed for the benefit
of the members of the George Valassis family. Mr. Doug T. Valassis is a
co-Trustee of the Valassis Trust and serves as the Chairman of the Board of
Directors of the Adviser. The other co-Trustees of the Valassis Trust are
Edward W. Elliott, Jr., and D. Craig Valassis. The officers of the Funds
also serve as officers of the Adviser. See "Management of the Funds".
2. Services Provided by Adviser
Under the Advisory Contracts, the Adviser provides the Funds with investment
advisory services, office space, and personnel, and the Adviser pays the
salaries and fees of the Funds' officers and directors who are interested
persons of the Funds and all personnel rendering clerical services relating
to the Funds' investments. The Adviser also pays all promotional expenses
of the Funds, including the printing and mailing of the prospectus to other
than current shareholders. The Funds pay all other costs and expenses
including interest, taxes, fees of directors who are not interested persons
of the Funds, other fees and commissions of every kind, administrative
expenses directly related to the issuance and redemption of shares including
expenses of registering or qualifying shares for sale, charges of
custodians, transfer agents,
25
<PAGE>
and registrars, costs of printing and mailing reports and notices to
shareholders, auditing services and legal services, and other expenses not
expressly assumed by the Adviser.
3. Adviser Compensation
LINDNER DIVIDEND FUND
The Advisory Contract for Lindner Dividend Fund requires payment of a
quarterly fee at the annualized rate of 7/10 of 1% of the average net assets
of the Dividend Fund not in excess of $50 million, 6/10 of 1% of the
Dividend Fund's average net assets in excess of $50 million and up to $200
million and 5/10 of 1% of the Dividend Fund's average net assets in excess
of $200 million. For purposes of computing the quarterly fee, the Dividend
Fund's average net assets are calculated by dividing the sum of the Dividend
Fund's net assets at the beginning and end of each month in the fiscal
quarter by six. For the four months ended June 30, 1995 and the fiscal
years ended February 28 (or 29, as applicable), 1995, 1994, and 1993, the
Dividend Fund paid advisory fees of $3,096,798, $8,309,088, $6,743,800 and
$2,868,307, respectively.
LINDNER GROWTH FUND
The Advisory Contract for Lindner Growth Fund requires payment of a basic
fee of 0.7% per annum of the first $50 million of average net assets of the
Growth Fund, plus 0.6% of the next $350 million and 0.5% of the excess over
$400 million, subject to increase or decrease (performance bonus or penalty)
depending on the Growth Fund's investment performance compared with the
investment record of the Standard & Poor's 500 Stock Composite Index.
Investment performance of the Growth Fund means the sum of the change in its
net asset value during the fiscal year and the value of dividends and
capital gains distributions per share accumulated to the end of the fiscal
year, expressed as a percentage of net asset value per share at the
beginning of the fiscal year. In computing the investment performance of
the Growth Fund and the investment record of the Index, distributions of
realized capital gains by the Growth Fund, dividends paid by the Growth Fund
out of its investment income, and all cash distributions of the Companies
whose stocks comprise the Index, are treated as reinvested.
Fee Schedule for Growth Fund
----------------------------
If the Growth Fund's First $50 Next $350 Excess Over
performance exceeds the Million Million $400 Million
Index by: of Assets of Assets of Assets
--------- --------- ---------
more than 12% ................. 0.9% 0.8% 0.7%
more than 6% but less than 12%. 0.8% 0.7% 0.6%
less than 6% .................. 0.7% 0.6% 0.5%
26
<PAGE>
If the Growth Fund's
performance falls below
the Index by:
less that 6% .................. 0.7% 0.6% 0.5%
more than 6% but less that 12%. 0.6% 0.5% 0.4%
more than 12% ................. 0.5% 0.4% 0.3%
The maximum fee possible, assuming maximum performance, is 0.9% of the first
$50 million of average net assets, 0.8% of the next $350 million, and 0.7%
of the excess over $400 million. The smallest fee possible, assuming
poorest performance, is 0.5% of the first $50 million of average net assets,
0.4% of the next $350 million, and 0.3% of the excess over $400 million.
The basic fee may be increased or decreased, in accordance with the
foregoing formula, during a particular year despite the fact that (1) there
may be no change in the Index, if there is an increase or decrease in the
net asset value per share of the Growth Fund of at least 6%, or (2) there
may be no change in the net asset value per share of the Growth Fund, if
there is an increase or decrease in the Index of at least 6%. The Growth
Fund's average net assets is the sum of the net assets exclusive of any
accrued performance bonus or penalty at the beginning and end of each month
of the fiscal year, divided by twenty-four. The net fee is accrued monthly.
In partial payment of amounts so accrued, the Adviser is entitled to receive
quarterly installments of 1/10 of 1% of average net assets toward the annual
fee, subject to the foregoing expense limitation applied on a quarterly
basis; the excess, if any, of the annual fee over the quarterly installments
is payable annually, within thirty days after receipt of the Accountant's
Report for the Growth Fund's fiscal year. For the fiscal years ended June
30, 1995, 1994, and 1993, the Growth Fund paid advisory fees of $6,453,586,
$7,778,757 and $5,956,695, respectively.
For both the Dividend Fund and the Growth Fund, the Adviser is required to
reimburse the Fund for any excess of annual operating and management
expenses, exclusive of taxes and interest but including the Adviser's
compensation, over 1-1/2% of the first $30,000,000 of the Fund's average net
assets plus 1% of average net assets in excess of $30,000,000 for any fiscal
year. Any excess over the expense limitation is paid by the Adviser
monthly.
LINDNER UTILITY FUND, BULWARK, SMALL-CAP
and INTERNATIONAL FUNDS
The Advisory Contract for Lindner Utility Fund and Lindner/Ryback Small-Cap
Fund require payment of a monthly fee equal to 1/12th of the sum of the
products obtained by multiplying (i) the average net assets of each Fund not
in excess of $50,000,000 by 0.7%; the average net assets of the applicable
Fund in excess of $50,000,00 but not in excess of $200,000,000 by 0.6%; and
the average net assets of the applicable Fund in excess of $200,000,000 by
0.5%. For purposes of these calculations, average net assets of each Fund
is deemed to be the applicable daily net asset value averaged for each
calendar month.
27
<PAGE>
The Advisory Contracts for Lindner Bulwark Fund and Lindner International
Fund require payment of a monthly fee equal to 1/12th of the product
obtained by multiplying the average net assets of the Fund by 1.0%.
Under each Advisory Contract for these Funds, the Adviser is required to
reimburse each Fund for any excess of annual operating and management
expenses relating to each Fund, exclusive of taxes and interest but
including the Adviser's compensation, over the most stringent expense
limitation imposed by state law or regulation for any fiscal year. Any
excess over the expense limitation is paid by the Adviser monthly.
The following table summarizes the advisory fees paid by the Funds (or the
predecessor funds to the Dividend Fund and the Growth Fund) during the
fiscal year ended June 30, 1995, except as noted. No expense reimbursement
has been required of the Adviser for the fiscal year ended June 30, 1995,
except for Lindner International Fund, which the Adviser reimbursed $3,786
during the fiscal year ended June 30, 1995.
Fiscal Year or Period Ended June 30,
------------------------------------
Fund Name 1995 1994 1993
- --------- ------ ------ ------
Lindner Utility Fund .................. $206,377 $ 40,094<F1> N/A
Lindner Bulwark Fund .................. 653,096 50,220<F2> N/A
Lindner/Ryback Small-Cap Fund ......... 46,111 9,496<F3> N/A
Lindner International Fund ............ 1,108<F4> N/A N/A
- -------------
<F1> October 4, 1993 to June 30, 1994.
<F2> February 11, 1994 to June 30, 1994.
<F3> January 24, 1994 to June 30, 1994.
<F4> January 1, 1995 to June 30, 1995.
4. Agency Agreement with Adviser
Under the Agency Agreement, Ryback Management maintains shareholder records
and keeps such accounts, books, records, or other documents as the Funds are
required to keep under federal or state laws. Ryback Management also acts
as stock registrar, transfer agent and dividend disbursing agent, issues and
redeems the Funds' shares, mails the Funds' prospectuses and proxy
statements to the Funds' shareholders, and disburses dividend payments. For
the predecessor funds to the Dividend Fund and the Growth Fund, the Adviser
provided these services for a fee that, until January 31, 1995, was the
lesser of (a) $0.50 per shareholder account per month or (b) an amount
determined by multiplying the ratio of the Fund's net assets to the total
assets under management by the sum of the salaries, employment taxes and
fringe benefits of the Adviser's employees engaged predominantly in
processing transactions in Fund shares plus the expenses associated with the
computer system used to maintain the Fund's shareholder records. Effective
February 1, 1995, this fee was increased for the predecessor funds to the
Dividend Fund and the Growth Fund to $0.75 per shareholder account per
month. For all series of the Trust, Ryback Management provides these
services for a fee of $0.75 per shareholder account per month.
28
<PAGE>
The Agency Agreement may be terminated by the Funds or Ryback Management
upon 60 days' notice. The Agency Agreement is also automatically terminated
if it (1) is not approved by a majority of the Trust's trustees and a
majority of the Trust's disinterested trustees upon the annual renewal date
of the Agreement, which must be not later than December 31 of each year, or
(2) is assigned in whole or in part by Ryback Management. If the Agency
Agreement is terminated for either of the foregoing reasons, the Trust's
trustees will cause the Funds to enter into a stock transfer and dividend
disbursing agency agreement with an unrelated party upon such terms and
conditions as can be obtained at that time.
The following table summarizes the fees paid by the Funds (or the the
predecessor funds to the Dividend Fund and the Growth Fund) under the Agency
Agreement during the fiscal years ended June 30, 1994, 1993 and 1992, except
as noted:
Fiscal Year or Period Ended June 30,
------------------------------------
Fund Name 1995 1994 1993
- --------- ------ ------ ------
Lindner Dividend Fund <F1>.......... $243,118 $471,976 $327,481
Lindner Growth Fund ................ 465,913 352,619 233,600
Lindner Utility Fund ............... 13,094 6,903<F2> N/A
Lindner Bulwark Fund ............... 22,261 1,312<F3> N/A
Lindner/Ryback Small-Cap Fund ...... 4,049 1,099<F4> N/A
Lindner International Fund ......... 122<F5> N/A N/A
- -----------
<F1> Four months ended June 30, 1995 and fiscal years
ended February 28, 1995 and 1994.
<F2> October 4, 1993 to June 30, 1994.
<F3> February 11, 1994 to June 30, 1994.
<F4> January 24, 1994 to June 30, 1994.
<F5> January 1, 1995 to June 30, 1995.
5. Distribution and Service Plan
This Section relates only to the Institutional Shares of each Fund. On
behalf of the Institutional Shares of each Fund, the Trust has adopted a
Distribution and Service Plan (the "Distribution Plan") pursuant to Rule
12b-1 under the 1940 Act, which regulates circumstances under which an
investment company may bear expenses associated with the distribution of its
shares. The Distribution Plan provides that Institutional Shares of a Fund
may incur certain expenses that may not exceed a maximum amount equal to
0.25% of the average daily net asset value of the Institutional Shares for
any fiscal year occurring after the adoption of the Distribution Plan. The
Distribution Plan further provides that a Fund may pay such amount to Ryback
Management on behalf of Institutional Shares distributed by or through
broker-dealers, financial institutions and other organizations which have
entered into written agreements with the Trust or Ryback Management in order
to enable Ryback Management to pay to such other organizations a
maintenance, service or other fee, at such intervals as Ryback Management
may determine. Such payments will be made to such other organizations for
continuing services to their clients
29
<PAGE>
or to the beneficial owners of Institutional Shares based on the average
daily net asset value of Institutional Shares held in such accounts
remaining outstanding on the books of a Fund for specified periods. The
disposition of monies pursuant to the Distribution Plan will be reviewed by
the Board of Trustees of the Trust on a quarterly basis, to assure that the
amounts paid and the purposes for which they are paid, comply with the
provisions of the Distribution Plan and Rule 12b-1.
The services under the Distribution Plan may include assistance in
advertising and marketing of Institutional Shares, aggregating and
processing purchase, exchange and redemption requests for Institutional
Shares, maintaining account records, issuing confirmations of transactions
and providing sub-accounting and sub-transfer agent services with respect to
Institutional Shares.
While the Distribution Plan is in effect, the selection and nomination of
Trustees of the Trust who are not "interested persons" of the Trust (as
defined in the 1940 Act (the "Independent Trustees") is committed to the
discretion of the Independent Trustees then in office.
The Distribution Plan was approved by the Board of Trustees and by the
Independent Trustees, by vote cast in person at a meeting of the Trustees
called for such purpose, on January 25, 1996, and was approved by the
shareholder owning all of the Institutional Shares of each Fund on February
1, 1996. The Distribution Plan may be continued annually if approved by
majority vote of the Trustees, and by majority vote of the Independent
Trustees, cast in person at a meeting held for such purpose. The
Distribution Plan may not be amended to increase materially the amount of
distribution fees permitted to be paid thereunder without being first
approved by a majority vote of the holders of all Institutional Shares of
each Fund. The Distribution Plan may be terminated at any time by a
majority vote of the Independent Trustees or by a majority vot of the
holders of Institutional Shares of the affected Fund.
The Distribution Plan became effective in 1996, and no payments have been
made pursuant to it as of the date of this Statement of Additional
Information.
6. Custodians and Independent Auditors
Star Bank, N.A.("Star Bank"), 425 Walnut Street, Cincinnati, Ohio 45202,
acts as custodian of all cash and domestic securities of the Funds. Star
Bank receives a monthly fee based on monthly average net assets of all Funds
equal to .00015 for the first $700,000,000, plus .000075 of the next
$500,000,000, plus .00006 of the amount in excess of $3,000,000,000, which
fee is allocated among the Funds on the basis of their net asset values.
The Chase Manhattan Bank, N.A. ("Chase"), 4 Chase MetroTech, 18th Floor,
Brooklyn, NY 11245, serves as the Funds' custodian of foreign securities and
precious metals. Chase charges custodian fees on a sliding scale depending
on the countries in which each Fund is invested. The fees include
transaction charges ranging from $30 to $125 plus safekeeping fees ranging
from 10/100 of 1% to 42/100 of 1% per annum, based upon the
30
<PAGE>
portfolio market value of foreign securities in each country as of the close
of business on the last business day of each quarter. Precious metal
safekeeping charges are based on the amount being stored, while charges for
options and futures contracts are made on a per transaction basis.
Deloitte & Touche LLP, independent auditors, One City Centre, St. Louis,
Missouri 63101, audits the Funds' annual financial statements.
F. BROKERAGE ALLOCATION
Placement of the Funds' orders to buy and sell portfolio securities is the
responsibility of the Adviser. Such decisions are made for the Adviser by
its President, Eric E. Ryback, Senior Vice President, Robert A. Lange, or
Vice President, Lawrence G. Callahan. Policies underlying the allocation of
brokerage are subject to review by the Trust's Board of Trustees. In the
allocation of such orders and the resulting commissions, the following
factors are considered:
--The Adviser's past experience, in dealing with various brokers,
of attaining the Funds' objectives of good execution at the most
favorable price;
--The services furnished by the broker in providing price
quotations;
--The allocation to the Funds of desired underwritten securities;
--The part, if any, played by the broker or dealer in bringing the
security involved to the Adviser's attention and providing
information, research and analysis with respect thereto;
--Assistance in the sale of Fund shares, provided that execution of
orders is satisfactory and that commission rates are competitive
with those available from other brokers; and
--Commission rates (see discussion below).
It is the policy of each Fund to secure, consistent with good execution, the
highest possible price on sales and the lowest possible price on purchases
of securities. Since brokers are compensated through commissions for
services described above and since commissions may be paid at varying rates,
sales even at the highest possible price may not yield the maximum possible
net proceeds and purchases even at the lowest possible price may not be made
at the lowest possible overall cost.
As permitted by section 28(e) of the Securities Exchange Act of 1934,
commissions paid to brokers for effecting securities transactions may exceed
the commission which another broker would have charged for effecting such
transactions, if the Adviser has determined in good faith that such charges
are reasonable in view of quotation or research services provided by such
broker. Research services that may be provided to the Funds by a broker
include calling attention to a stock and
31
providing information about the operations of companies over and above that
published in investment manuals. The receipt of quotation services from a
broker relieves the Adviser of certain expenses which it would otherwise
incur. Any information and analysis received from brokers supplements the
Adviser's activities and facilities, but does not reduce its expenses. The
Adviser's authority to incur such fees is subject to policy review by the
Trust's Board of Trustees. Advice provided by brokers may be used by the
Adviser in servicing clients other than the Funds.
The Funds and their Adviser do not consider their facilities to be adequate
for the conduct of over-the-counter trading and believe that better
execution can usually be obtained through utilization of brokers rather than
direct dealing with primary market makers. Thus, except for those instances
in which the Funds deal directly with a primary market maker, the Funds pay
both the dealer's mark-up or mark-down and the broker's commission. This
practice has resulted and will continue to result in greater costs to the
Funds.
During the fiscal year or period ended June 30, 1995, the total brokerage
commissions paid by the Funds (or the predecessor funds to the Dividend Fund
and the Growth Fund) to brokers and dealers because of research services
provided are summarized below:
Commissions
Fund Name Paid Transactions
- --------- --------- ------------
Lindner Dividend Fund <F1> ......... $ 312,789 $133,048,026
Lindner Growth Fund ................ 2,547,343 578,568,394
Lindner Utility Fund ............... 147,144 44,363,782
Lindner Bulwark Fund ............... 236,104 51,541,879
Lindner/Ryback Small-Cap Fund ...... 30,165 4,156,347
Lindner International Fund <F2> .... 0 0
- ------------
<F1> Four months ended June 30, 1995.
<F2> January 1, 1995 to June 30, 1995.
The following table lists the total amount of brokerage commissions paid by
each Fund during each of the last three fiscal years ended June 30, 1995
(for the four months ended June 30, 1995, in the case of the Dividend Fund):
32
<PAGE>
Fiscal Year or Period Ended June 30,
------------------------------------
Fund Name 1995 1994 1993
- --------- ------ ------ ------
Lindner Dividend Fund .............. $ 420,663 $ 992,756 $1,081,617
Lindner Growth Fund ................ 2,997,919 3,496,761 1,416,751
Lindner Utility Fund ............... 265,287 38,216<F1> N/A
Lindner Bulwark Fund ............... 575,002 58,504<F2> N/A
Lindner/Ryback Small-Cap Fund ...... 79,406 18,494<F3> N/A
Lindner International Fund ......... 0<F4> N/A N/A
- -------------
<F1> October 4, 1993 to June 30, 1994
<F2> February 11, 1994 to June 30, 1994
<F3> January 24, 1994 to June 30, 1994
<F4> January 1, 1995 to June 30, 1995
Under normal circumstances, each Fund's portfolio turnover rate is
anticipated to be less than 75% per year, except that the International Fund
may have an annual portfolio turnover rate in excess of 100% (but the
Adviser does not expect this rate to exceed 150%).
G. PURCHASE, REDEMPTION AND PRICING OF SECURITIES
As stated in the Prospectus, the Adviser determines the current net asset
value of each Fund at the close of trading on each business day on which at
least one of the following markets is open: New York Stock Exchange,
American Stock Exchange, or the Nasdaq Stock Market. The per share net
asset value of each Class of shares of each Fund is calculated by dividing
the value of each Fund's securities, plus any cash and other assets
(including dividends and interest accrued but not collected) less all
liabilities, including accrued expenses allocable to that Class (including
accrued distribtion and service fees payable by the Institutional Shares) by
the total number of shares of the particular Class outstanding.
Investments in securities traded on a national securities exchange or quoted
on the Nasdaq National Market System are valued at the last reported sales
price as of the close of the New York Stock Exchange.
Securities traded in the over-the-counter market and listed securities for
which no sale was reported on that date are valued at the mean between the
last reported bid and asked prices. Securities which are traded both in the
over-the-counter market and on a stock exchange are valued according to the
broadest and most representative market. Securities and assets for which
quotations are not readily available are valued at fair value as determined
in good faith by or pursuant to procedures established by the Trustees.
The value of foreign securities is converted into U.S. dollars at the rate
of exchange prevailing on the valuation date. Purchases and sales of
foreign securities as well as income and expenses related to such securities
are converted at the prevailing rate of exchange on the respective dates of
such transactions.
33
<PAGE>
Each Fund may, to the extent permitted by its investment restrictions, have
positions in portfolio securities for which market quotations are not
readily available. It may be difficult to determine precisely the fair
market value for such investments and there may be a range of values which
are reasonable at any particular time. Fair value in such instances will be
determined in good faith by the Board of Trustees of Lindner Investments and
based upon such factors as are deemed relevant under the circumstances,
including the financial condition and operating results of the issuer,
recent third party transactions (actual or proposed) relating to such
securities and, in extreme cases, the liquidation value of the issuer.
Shares are offered to the public at the price set forth in the Prospectus,
pursuant to written application as specified in the Prospectus (see
"Purchase of Shares and Shareholder Inquiries"). In the event that the
Funds issue their shares in exchange for other securities, such other
securities will meet the applicable Fund's investment objectives and
policies, will be acquired for investment and will be liquid securities
(i.e., not restricted as to transfer by law or liquidity of market) that
have a readily ascertainable market value.
Following is a specimen price make-up sheet showing as of June 30, 1994, the
computation of total offering price per unit, using the basis set forth in
the Prospectus for valuation of each Fund's portfolio securities and other
assets.
34
<PAGE>
SPECIMEN PRICE MAKE-UP SHEET
June 30, 1995
<TABLE>
<CAPTION>
INVESTOR SHARES
Lindner/Ryback Lindner
Lindner Lindner Lindner Lindner Small-Cap Internat'l
Dividend Fund Growth Fund Utility Fund Bulwark Fund Fund Fund
------------- ------------- ------------ ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Securities at Market $1,901,013,930 $1,455,726,581 $17,009,577 $55,831,610 $6,621,300 $198,591
Cash and other assets,
including accrued income 29,498,242 10,516,059 827,692 25,580,593 1,274,673 132,850
Total Assets 1,930,512,172 1,466,242,640 17,837,269 81,412,303 7,895,973 331,441
Liabilities, including
accrued expenses 27,591,703 20,058,366 255,632 16,361,833 28,618 36,315
Net Assets $1,902,920,469 $1,446,184,274 $17,581,637 $65,050,470 $5,280,235 $295,126
============= ============= ========== ========== ========= =======
Number of Shares
Outstanding 73,201,922 61,976,612 1,631,862 9,179,307 1,439,629 32,456
Net Asset Value, Offering
and Redemption price
per share $26.00 $23.33 $10.77 $7.09 $5.46 $9.09
===== ===== ===== ==== ==== ====
</TABLE>
Information for the Institutional Shares of each Fund is not available
because the Trust only began offering Institutional Shares in April
1996.
H. ADDITIONAL PERFORMANCE INFORMATION
The Funds may from time to time include their "average annual total return"
in communications to present or prospective investors. "Average annual total
return" is the annual percentage change in an investment in the applicable
Fund over a stated period of time. Each Fund will compute average annual
total return using the following formula:
P(1+T)n = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (as a power)
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the 1, 5 or 10 year period at the
end of the 1, 5 or 10 year period
In making the above-described computation, each Fund will assume that all
dividends and capital gains distributions by the Fund are reinvested at the
Fund's net asset value per share on the reinvestment date. The Funds do not
have sales loads or other charges payable by all shareholders that could
affect their calculations of average annual total return.
35
<PAGE>
The total return for Investor Shares of each Fund (or its predecessor) is
provided in the table below, computed for the periods shown:
Averagee Annual Total Return for
Year or Period Ended June 30, 1995
-----------------------------------
Life of Life
Fund of
Fund Name (in months) 1 year 5 years 10 years Fund
- --------- ----------- ------ ------- -------- ----
Lindner Dividend Fund N/A 11.81% 12.88% 11.83% N/A
Lindner Growth Fund N/A 14.89% 10.17% 12.19% N/A
Lindner Utility Fund N/A 12.51% N/A N/A 12.95%
Lindner Bulwark Fund N/A 0.10% N/A N/A 2.53%
Lindner/Ryback Small-Cap Fund N/A 14.32% N/A N/A 9.52%
Lindner International Fund<F1> 6 N/A N/A N/A 1.00%
- -------------
<F1> January 1, 1995 to June 30, 1995.
Average annual total return is an historical measure of performance and
is not necessarily indicative of a Fund's future performance. Such
measurement will vary from time to time depending upon numerous factors,
including without limitation market conditions, the composition of each
Fund's portfolio and operating expenses. These factors should be considered
when evaluating each Fund's performance. Information for the Institutional
Shares of each Fund is not available because the Trust only began offering
Institutional Shares in April 1996.
I. FINANCIAL STATEMENTS:
The report of Deloitte & Touche LLP, independent auditors, and the financial
statements of Lindner Investments, which are contained in the Lindner
Investments Annual Report to Shareholders for the fiscal year ended June 30,
1995, previously sent to shareholders of each such fund pursuant to Section
30(d) of the Investment Company Act of 1940 and previously filed with the
Securities and Exchange Commission, are hereby incorporated by reference
into this Statement of Additional Information. Lindner Investments will
furnish a copy of any of such Annual Report to Shareholders, without charge,
upon request made to Brian L. Blomquist, Secretary of Lindner Investments,
7711 Carondelet Avenue, Suite 700, St. Louis, Missouri 63105 (telephone:
314-727-5305).
36
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statement and Exhibits
(a) Financial Statements:
(1) * Statements of Assets and Liabilities as of June 30, 1995
(2) * Schedules of Investments as of June 30, 1995
(3) * Statements of Operations for the period ended June 30, 1995
(4) * Statements of Changes in Net Assets for the period ended June
30, 1995
(5) * Financial Highlights for the period ended June 30, 1995
(6) * Report of Deloitte & Touche LLP, independent auditors.
* Incorporated by reference in Part B from Registrant's Annual
Report to Shareholders for the fiscal year ended June 30, 1995.
(b) Exhibits:
(1) Declaration of Trust, dated July 19, 1993 (previously filed
as Exhibit 1 to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(2) Bylaws (previously filed as Exhibit 2 to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(3) None
(4) Certificate of Designation of Series and Classes of Shares
(filed herewith)
(5) (a) Advisory and Service Contract, dated as of September
23, 1993, between the Registrant and Ryback Management
Corporation relating to the Lindner Utility Fund and the
Lindner/Ryback Small-Cap Fund (previously filed as Exhibit
5(a) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(b) Advisory and Service Contract, dated as of September
23, 1993, between the Registrant and Ryback Management
Corporation relating to the Lindner Bulwark Fund
(previously filed as Exhibit 5(b) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(c) Advisory and Service Contract, dated as of December 1,
1994, between the Registrant and Ryback Management
Corporation relating to the Lindner International Fund
(previously filed as Exhibit 5(c) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(d) Advisory and Service Contract, effective as of June 28,
1995, between the Registrant and Ryback Management
Corporation relating to the Lindner Dividend Fund
(previously filed as Exhibit 5(d) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(e) Advisory and Service Contract, effective as of June 28,
1995, between the Registrant and Ryback Management
Corporation relating to the Lindner Growth Fund (previously
filed as Exhibit 5(e) to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(6) None
(7) None
C-1
<PAGE>
(8) (a) Custody Agreement between the Registrant and Star Bank,
N.A., dated December 7, 1994 (previously filed as Exhibit
8(a) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(b) Global Custody Agreement between the Registrant and
Chase Manhattan Bank, N.A., dated September 28, 1993
(previously filed as Exhibit 8(b) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(9) Agency Agreement, dated September 23, 1993, between the
Registrant and Ryback Management Corporation, as amended on
August 18, 1994 (previously filed as Exhibit 9 to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(10) Opinion of Dykema Gossett PLLC, counsel for the Registrant,
including consent (filed herewith)
(11) Consent of Deloitte & Touche LLP (filed herewith)
(12) None
(13) Purchase Agreements, dated as of January 26, 1996, between
the Registrant and the initial holders of Institutional
Shares of each Series of the Registrant (filed herewith)
(14) None
(15) Distribution and Service Plan pursuant to Rule 12b-1 (filed
herewith)
(16) None
(17) Financial Data Schedules for each Series (EDGAR filing
only) (previously filed as Exhibit 9 to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(18) Lindner Investments Rule 18f-3 Dual-Class Plan (filed
herewith)
Item 25. Persons Controlled by or Under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities
The following table sets forth information as to all record holders
of Registrant's securities as of January 31, 1996:
Number of
Title of Class Record Holders
-------------- --------------
Lindner Dividend Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares ....................... 79,065
Institutional Shares .................. 0
Lindner Growth Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares ....................... 56,129
Institutional Shares .................. 0
Lindner Utility Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares ....................... 1,653
Institutional Shares .................. 0
C-2
<PAGE>
Lindner Bulwark Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares ....................... 1,462
Institutional Shares .................. 0
Lindner/Ryback Small-Cap Fund, shares of
beneficial interest, par value $0.01
per share--
Investor Shares ....................... 499
Institutional Shares .................. 0
Lindner International Fund, shares of
beneficial interest, par value $0.01
per share--
Investor Shares ....................... 75
Institutional Shares .................. 0
Item 27. Indemnification
The Declaration of Trust and Bylaws of the Registrant contain
provisions covering indemnification of the officers and trustees. The
following are summaries of the applicable provisions.
The Registrant's Declaration of Trust provides that every person
who is or has been a trustee, officer, employee or agent of the Registrant
and every person who serves at the trustees request as director, officer,
employee or agent of another enterprise will be indemnified by the
Registrant to the fullest extent permitted by law against all liabilities
and against all expenses reasonably incurred or paid by him in connection
with any debt, claim, action, demand, suit, proceeding, judgment, decree,
liability or obligation of any kind in which he becomes involved as a party
or otherwise or is threatened by virtue of his being or having been a
trustee, officer, employee or agent of the Registrant or of another
enterprise at the request of the Registrant and against amounts paid or
incurred by him in the compromise or settlement hereof.
No indemnification will be provided to a trustee or officer: (i)
against any liability to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office ("disabling conduct"); (ii)
with respect to any matter as to which he shall, by the court or other body
by or before which the proceeding was brought or engaged, have been finally
adjudicated to be liable by reason of disabling conduct; (iii) in the
absence of a final adjudication on the merits that such trustee or officer
did not engage in disabling conduct, unless a reasonable determination based
upon a review of the facts that the person to be indemnified is not liable
by reason of such conduct, is made by vote of a majority of a quorum of the
trustees who are neither interested persons nor parties to the proceedings,
or by independent legal counsel, in a written opinion.
The rights of indemnification may be insured against by policies
maintained by the Registrant, will be severable, will not affect any
C-3
<PAGE>
other rights to which any trustee, officer, employee or agent may now or
hereafter be entitled, will continue as to a person who has ceased to be
such trustee, officer, employee, or agent and will inure to the benefit of
the heirs, executors and administrators of such a persons; provided,
however, that no person may satisfy any right of indemnity or reimbursement
except out of the property of the Registrant, and no other person will be
personally liable to provide indemnity or reimbursement (except an insurer
or surety or person otherwise bound by contract).
Article XIV of the Registrants Bylaws provides that the Registrant
will indemnify each trustee and officer to the full extent permitted by
applicable federal, state and local statutes, rules and regulations and the
Declaration of Trust, as amended from time to time. With respect to a
proceeding against a trustee or officer brought by or on behalf of the
Registrant to obtain a judgment or decree in its favor, the Registrant will
provide the officer or trustee with the same indemnification, after the same
determination, as it is required to provide with respect to a proceeding not
brought by or on behalf of the Registrant.
This indemnification will be provided with respect to an action,
suit proceeding arising from an act or omission or alleged act or omission,
whether occurring before or after the adoption of Article XIV of the
Registrant's Bylaws.
Item 28. Business and Other Connections with Investment Advisor
Information concerning the business, profession, vocation, or
employment of a substantial nature during the past two fiscal years of each
officer and director of the Adviser that also serves as an officer and/or
director of the Registrant (i.e., Messrs. Eric E. Ryback, Robert A. Lange,
Brian L. Blomquist, Lawrence G. Callahan, and Doug T. Valassis) is set forth
in Part B of this Registration Statement under the heading "Management of
the Trust." The following chart summarizes the business, profession,
vocation, or employment of a substantial nature in which each other officer
and director of the Adviser is or has been engaged at any time during the
past two fiscal years:
Position Business, Profession,
Name with Adviser Vocation, or Employment
- ---- ------------ -----------------------
D. Craig Valassis Director Executive Vice President of Franklin
Enterprises, Inc., a private investment
firm located at 1400 N. Woodward Ave.,
Suite 270, Bloomfield Hills, MI 48304
Robert Miller Director Vice President and Controller of
Franklin Enterprises, Inc.
C-4
<PAGE>
Item 29. Principal Underwriters
Not applicable.
Item 30. Location of Accounts and Records
All accounts and records required to be maintained by the
Registrant are maintained by the transfer agent, Ryback Management
Corporation, 7711 Carondelet Avenue, P.O. Box 11208, St. Louis, Missouri
63105.
Item 31. Management Services
There are no management-related service contracts not discussed in
Part A or Part B of this Registration Statement.
Item 32. Undertakings
Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of Registrant's latest Annual Report to
Shareholders, upon request and without charge.
Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the questions of removal of a trustee or trustees if
requested to do so by the holders of at least 10% of Registrant's
outstanding shares. Registrant will stand ready to assist shareholder
communications in connection with any meeting of shareholders as prescribed
in Section 16(c) of the Investment Company Act of 1940.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Clayton, and State of Missouri, on the 1st day of February, 1996.
LINDNER INVESTMENTS
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities
indicated on February 1, 1996.
/S/ DOUG T. VALASSIS Chairman and Trustee
Doug T. Valassis
/S/ ERIC E. RYBACK President and Trustee
Eric E. Ryback (Principal Executive Officer)
/S/ BRIAN L. BLOMQUIST Vice President- Operations
Brian L. Blomquist Secretary and Treasurer
(Principal Financial and
Accounting Officer)
*
Robert L. Byman Trustee
*
Terence P. Fitzgerald Trustee
*
Marc P. Hartstein Trustee
*
Peter S. Horos Trustee
*
Donald J. Murphy Trustee
*
Dennis P. Nash Trustee
*Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney previously filed and incorporated herein by reference.
By: /S/ ERIC E. RYBACK
Eric E. Ryback, Attorney-in-fact
C-6
<PAGE>
EXHIBIT INDEX
Exhibit
(1) Declaration of Trust, dated July 19, 1993 (previously filed as
Exhibit 1 to Post-Effective Amendment No. 7 and incorporated herein
by reference)
(2) Bylaws (previously filed as Exhibit 2 to Post-Effective Amendment
No. 7 and incorporated herein by reference)
(3) None
(4) Certificate of Designation of Series and Classes of Shares (filed
herewith)
(5) (a) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Ryback Management Corporation relating
to the Lindner Utility Fund and the Lindner/Ryback Small-Cap Fund
(previously filed as Exhibit 5(a) to Post-Effective Amendment No. 7
and incorporated herein by reference)
(b) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Ryback Management Corporation relating
to the Lindner Bulwark Fund (previously filed as Exhibit 5(b) to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(c) Advisory and Service Contract, dated as of December 1, 1994,
between the Registrant and Ryback Management Corporation relating
to the Lindner International Fund (previously filed as Exhibit 5(c)
to Post-Effective Amendment No. 7 and incorporated herein by
reference)
(d) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating
to Lindner Dividend Fund (previously filed as Exhibit 5(d) to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(e) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating
to the Lindner Growth Fund (previously filed as Exhibit 5(e) to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(6) None
(7) None
(8) (a) Custody Agreement between the Registrant and Star Bank, N.A.,
dated December 7, 1995 (previously filed as Exhibit 8(a) to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(b) Global Custody Agreement between the Registrant and Chase
Manhattan Bank, N.A., dated September 28, 1993 (previously filed as
Exhibit 8(b) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(9) Agency Agreement, dated September 23, 1993, between the Registrant
and Ryback Management Corporation, as amended on August 18, 1994,
between the Registrant and Ryback Management Corporation
(previously filed as Exhibit 9 to Post-Effective Amendment No. 7
and incorporated herein by reference)
(10) Opinion of Dykema Gossett PLLC, counsel for the Registrant,
including consent (filed herewith)
(11) Consent of Deloitte & Touche LLP (filed herewith)
(12) None
<PAGE>
(13) Purchase Agreements, dated as of January 26, 1996, between the
Registrant and the initial holders of Institutional Shares of each
Series of the Registrant (filed herewith)
(14) None
(15) Distribution and Service Plan pursuant to Rule 12b-1 (filed
herewith)
(16) None
(17) Financial Data Schedules for each Series (EDGAR filing only)
(previously filed as Exhibit 27 to Post-Effective Amendment No. 7
and incorporated herein by reference)
(18) Lindner Investments Rule 18f-3 Dual-Class Plan (filed herewith)
LINDNER INVESTMENTS
(a Massachusetts Business Trust)
CERTIFICATE of DESIGNATION
OF
SERIES AND CLASSES OF SHARES
The undersigned, being the Secretary of LINDNER INVESTMENTS (the
"Trust"), a trust with transferable shares of the type commonly called a
Massachusetts business trust, hereby certifies that pursuant to authority
conferred on the Board of Trustees of the Trust by Section 6.2 of the
Declaration of Trust, dated July 19, 1993 (the "Declaration of Trust"), the
Board of Trustees of the Trust, by actions taken on July 22, 1993, September
23, 1993, November 12, 1993, September 29, 1994, April 6, 1995 and January
25, 1996, did authorize the filing of this Certificate of Designation, as
follows:
The shares of beneficial interest of the Trust shall be divided
into six separate series, each Series to have the following special and
relative rights:
(1) The Series of the Trust shall be designated as follows:
Lindner Dividend Fund
Lindner Growth Fund
Lindner Utility Fund
Lindner Bulwark Fund
Lindner/Ryback Small-Cap Fund
Lindner International Fund
(2) Each Series shall be authorized to invest in cash,
securities, instruments and other property as from time to time
described in the Trust's then current effective registration
statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. Each shares of beneficial
interest in each Series shall be redeemable, shall be entitled to
one vote or fraction of a vote and shall represent a pro rata
beneficial interest in the assets allocated to that Series, and
shall be entitled to receive its pro rata share of net assets of
that Series upon liquidation of that Series, all as provided in the
Declaration of Trust.
(3) Effective at the close of business on January 26, 1996, the
shares of beneficial interest in each Series have been classified
into two Classes, designated "Investor Shares" and "Institutional
Shares", respectively, of which an unlimited number of shares may
be issued. Shares of each Series outstanding at the close of
business on January 26, 1996, shall be and become Investor Shares
of each respective Series.
<PAGE>
(4) The holders of Investor Shares and Institutional Shares of
each Series shall be considered shareholders of such Series, and
shall have the relative rights and preferences set forth herein and
in the Declaration of Trust with respect to shares of such Series,
and shall also be considered shareholders of the Trust for all
other purposes (including, without limitation, for purposes of
receiving reports and notices and the right to vote) and, for
matters reserved to the shareholders of one or more other Classes
or Series by the Declaration of Trust or by any instrument
establishing and designating a particular Class or Series, or as
required by the Investment Company Act of 1940 or any rule or
regulation of the Securities and Exchange Commission issued
thereunder (collectively, the "1940 Act") or any other applicable
law.
(5) The Investor Shares and the Institutional Shares of each
Series shall represent an equal proportionate interest in the share
of such Class in the Trust Property belonging to that Series,
adjusted for any liabilities specifically allocable to the Shares
of that Class, and each share of any such Class shall have
identical voting, dividend, liquidation and other rights and the
same terms and conditions, except that the expenses fees and
expenses related to the Institutional Shares Distribution Plan
pursuant to Rule 12b-1 (and related agreements) attributable to
Institutional Shares shall be charged only to such shares, and,
subject to the provisions of Rule 18f-3 under the 1940 Act, the
Trustees of the Trust reserve the right to allocate certain of the
following expenses attributable to a particular Class of each
Series ("Class Expenses") on a basis other than on the relative net
asset values of all Classes of such Series, if such expenses are
actually incurred in a different amount by that Class or if the
Class receives services of a different kind or to a different
degree than other Classes: (i) transfer agency fees identified by
the transfer agent as being attributable to a specific Class of
Shares; (ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, notices,
prospectuses, reports and proxies to current shareholders of a
specific Class of shares or to regulatory agencies with respect to
a specific Class of shares; (iii) blue sky registration or
qualification fees incurred by a Class of shares; (iv) SEC
registration fees incurred by a Class of shares; (v) litigation or
other legal expenses relating solely to one Class of shares; (vi)
Trustees' fees incurred as a result of issues relating to a
particular Class of shares; and (vii) independent accountants' fees
or attorneys' fees relating solely to a particular Class of shares;
(6) Investor Shares of each Series shall not be subject to any
front-end, back-end, contingent or deferred sales charge,
commission or fee and shall not be subject to any asset-based
distribution fees pursuant to Rule 12b-1 under the 1940 Act;
(7) Institutional Shares of each Series shall be subject to an
asset-based distribution fees pursuant to the Institutional Shares
Rule 12b-1 Distribution Plan, which authorizes the payment of
distribution and service fees not to exceed 0.25% (on an annual
basis)
<PAGE>
of the average daily net assets attributable to the Institutional
Shares of each Series, but shall be subject to no other initial,
deferred or contingent sales charge, commission or fee;
(8) Subject to compliance with the requirements of the 1940
Act, the Trustees shall have the authority to provide that holders
of shares of a Class of any Series shall have the right to exchange
such shares into shares of that Class of any other Series of the
Trust having the same designation as the Class of shares owned by
such holder or any other Class of shares, in accordance with the
requirements and procedures set forth in the then current effective
registration statement of the Trust filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
(9) Shareholders of each Series and Class shall vote as a
separate Series or Class, as the case may be, on any matter to the
extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to any Series or Class, as
provided in Rule 18f-2, as from time to time in effect under the
1940 Act, or any successor rule or by the Declaration of Trust.
Except as provided by the 1940 Act or set forth herein, each Class
of shares shall otherwise have the same preferences, conversion,
and other rights, voting powers, restrictions, limitations,
qualifications and terms and conditions of redemption as each other
Class of shares of that Series. When the Trustees determine that
the matter to be voted upon affects only the interest of the
shareholders of a particular Class or particular Series, only
Shares of that Class or Series will be allowed to vote on that
matter. Only holders of Institutional Shares will be entitled to
vote on a matter submitted to shareholder vote with respect to its
Distribution Plan pursuant to Rule 12b-1 applicable to such Shares,
and only holders of Institutional Shares will be entitled to vote
on a matter submitted to shareholder vote with respect to its
Distribution Plan pursuant to Rule 12b-1 applicable to such
Institutional Shares. The holders of each Class of a Series's
Shares will be entitled to vote separately on a matter submitted to
shareholder vote in which the interests of one Class are different
from the interests of the other Class.
(10) The assets and liabilities of the Trust shall be allocated
among the Trust's Series and Classes as set forth in Section 6.2 of
the Declaration of Trust, except that:
(a) Costs incurred and payable by the Trust in
connection with its organization and initial registration
and public offering of shares shall be allocated equally
among the Lindner Bulwark Fund, the Lindner/Ryback
Small-Cap Fund and the Lindner Utility Fund Series of the
Trust and shall be amortized for each such Series over the
period beginning on the date that such costs became payable
and ending sixty months after commencement of operations of
the Trust;
<PAGE>
(b) Costs incurred and payable by the Trust in
connection with the organization and initial registration
and public offering of shares of the Lindner International
Fund shall be specifically allocated to such Series on the
basis of its incurrence and shall be amortized for such
Series over the period beginning on the date that such
costs became payable and ending sixty months after
commencement of operations of such Series;
(c) Costs incurred and payable by the Trust in
connection with the organization and initial registration
and public offering of shares of the Lindner Dividend Fund
and the Lindner Growth Fund shall be allocated as between
each such Series on the basis of their relative net asset
values on the date that each such Series completed its
reorganization with Lindner Dividend Fund, Inc., and
Lindner Fund, Inc., respectively, and shall be amortized
for each such Series over the period beginning on the date
that such costs became payable and ending sixty months
after such date of reorganization;
(d) The liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as
belonging to any particular Series or Class shall be
allocated among the several Series and Classes on the basis
of their relative average daily net assets.
(11) The Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and
expenses or to change the designation of any Series or Class, now or
hereafter created, or to otherwise change the special and relative rights of
any such Series or Class, provided that such change shall not adversely
affect the rights of holders of shares of such Series or Class.
IN WITNESS WHEREOF, the undersigned has set his hand on February 2,
1996.
/S/ BRIAN L. BLOMQUIST
Brian L. Blomquist
Secretary of Lindner Investments
STATE OF MISSOURI )
)
COUNTY OF CLAYTON )
On February 2, 1996, there appeared before me the above-named Brian
L. Blomquist, to be personally known, who did acknowledge the foregoing
instrument to be his free act and deed in his capacity as Secretary of
LINDNER INVESTMENTS, a Massachusetts business trust.
/S/ LORABELLE ROGADO
Notary Public
My Commission expires: 10/19/96
[NOTARIAL SEAL]
1 February 1996
Lindner Investments
7711 Carondelet Avenue, Suite 700
St. Louis, Missouri 63105
Re: Post-Effective Amendment No. 8 to Form N-1A;
Amendment No. 10 to 1940 Act Registration
Gentlemen:
Lindner Investments, a Massachusetts business trust (the "Trust"),
has registered under the Securities Act of 1933, as amended (the "1933
Act"), an indefinite number of shares of beneficial interest in six series
(the "Funds"), as permitted by Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act"). The Trust is proposing to file a
Post-Effective Amendment (the "Post-Effective Amendment") to the Trust's
Registration Statement previously filed under the 1933 Act in order to
register shares of two classes of each Fund, known as "Investor Shares" and
"Institutional Shares".
We have served as counsel to the Trust in connection with such
registration of shares, and in such capacity we have reviewed the Trust's
Declaration of Trust, its Bylaws, the records of action by its Board of
Trustees, the proposed Post-Effective Amendment and such other information
as we have deemed necessary for purposes of the opinions expressed herein.
Based upon the foregoing, it is our opinion that the indefinite
number of Investor Shares and Institutional Shares of the Funds to be
registered and sold have been duly authorized and, when sold and paid for as
contemplated by the Post-Effective Amendment, will be validly issued, fully
paid and non-assessable shares of each relevant Fund, as a series of the
Trust.
We consent to the inclusion of this opinion as an exhibit to the
Post-Effective Amendment and to the reference therein to our firm under the
caption "Counsel".
Very truly yours,
DYKEMA GOSSETT PLLC
By: /S/ PAUL R. RENTENBACH
Paul R. Rentenbach
A member of the Firm
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 8 to Registration Statement under the Securities Act of 1933
(filed under Securities Act File No. 33-66712) and in Amendment No. 10 to
Registration Statement under the Investment Company Act of 1940 (filed under
Investment Company Act File No. 811-7932), of our report dated August 18,
1995, appearing in the Annual report to Shareholders of Lindner Investments,
consisting of the Lindner Dividend Fund, the Lindner Growth Fund, the
Lindner Utility Fund, the Lindner Bulwark Fund, the Lindner/Ryback Small-Cap
Fund and the Lindner International Fund (the "Funds") for the periods ended
June 30, 1995, which report is incorporated by reference in the Statement of
Additional Information, and to the references to us under the headings
FINANCIAL HIGHLIGHTS and MANAGEMENT OF THE TRUST in
the Prospectus, which is part of such Registration Statement.
/S/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
February 1, 1996
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"),
and ERIC E. RYBACK ("Ryback"), intending to be legally bound, hereby agree
as follows:
1. In order to provide the Institutional Shares class of
Lindner Dividend Fund, a series of the Trust, with its initial
capital, the Fund hereby sells to Ryback and Ryback hereby
purchases from the Fund one Institutional Share of beneficial
interest in the Lindner Dividend Fund (the "Institutional Share")
at $27.53 per share, which is the per share net asset value of the
Lindner Dividend Fund on January 31, 1996. The Trust hereby
acknowledges receipt from Ryback of $27.53 in full payment for the
Institutional Share.
2. Ryback represents and warrants to the Trust that the
Institutional Share is being acquired for investment and not with a
view to distribution thereof and that Ryback has no present
intention to redeem or dispose of the Institutional Share.
3. Ryback hereby agrees that it will not redeem the
Institutional Share prior to the time that the Trust has completed
the amortization of its organizational expenses relating to the
Institutional Shares of Lindner Dividend Fund. In the event that
the Trust liquidates before the deferred organizational expenses
are fully amortized, then the Institutional Shares shall bear their
proportionate share of such unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the 1st day of February, 1996.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
ERIC E. RYBACK
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"),
and ERIC E. RYBACK ("Ryback"), intending to be legally bound, hereby agree
as follows:
1. In order to provide the Institutional Shares class of
Lindner Growth Fund, a series of the Trust, with its initial
capital, the Fund hereby sells to Ryback and Ryback hereby
purchases from the Fund one Institutional Share of beneficial
interest in the Lindner Growth Fund (the "Institutional Share") at
$23.87 per share, which is the per share net asset value of the
Lindner Growth Fund on January 31, 1996. The Trust hereby
acknowledges receipt from Ryback of $23.87 in full payment for the
Institutional Share.
2. Ryback represents and warrants to the Trust that the
Institutional Share is being acquired for investment and not with a
view to distribution thereof and that Ryback has no present
intention to redeem or dispose of the Institutional Share.
3. Ryback hereby agrees that it will not redeem the
Institutional Share prior to the time that the Trust has completed
the amortization of its organizational expenses relating to the
Institutional Shares of Lindner Growth Fund. In the event that the
Trust liquidates before the deferred organizational expenses are
fully amortized, then the Institutional Shares shall bear their
proportionate share of such unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the 1st day of February, 1996.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
ERIC E. RYBACK
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"),
and ERIC E. RYBACK ("Ryback"), intending to be legally bound, hereby agree
as follows:
1. In order to provide the Institutional Shares class of
Lindner Utility Fund, a series of the Trust, with its initial
capital, the Fund hereby sells to Ryback and Ryback hereby
purchases from the Fund one Institutional Share of beneficial
interest in the Lindner Utility Fund (the "Institutional Share") at
$12.53 per share, which is the per share net asset value of the
Lindner Utility Fund on January 31, 1996. The Trust hereby
acknowledges receipt from Ryback of $12.53 in full payment for the
Institutional Share.
2. Ryback represents and warrants to the Trust that the
Institutional Share is being acquired for investment and not with a
view to distribution thereof and that Ryback has no present
intention to redeem or dispose of the Institutional Share.
3. Ryback hereby agrees that it will not redeem the
Institutional Share prior to the time that the Trust has completed
the amortization of its organizational expenses relating to the
Institutional Shares of Lindner Utility Fund. In the event that
the Trust liquidates before the deferred organizational expenses
are fully amortized, then the Institutional Shares shall bear their
proportionate share of such unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the 1st day of February, 1996.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
ERIC E. RYBACK
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"),
and ERIC E. RYBACK ("Ryback"), intending to be legally bound, hereby agree
as follows:
1. In order to provide the Institutional Shares class of
Lindner Bulwark Fund, a series of the Trust, with its initial
capital, the Fund hereby sells to Ryback and Ryback hereby
purchases from the Fund one Institutional Share of beneficial
interest in the Lindner Bulwark Fund (the "Institutional Share") at
$7.10 per share, which is the per share net asset value of the
Lindner Bulwark Fund on January 31, 1996. The Trust hereby
acknowledges receipt from Ryback of $7.10 in full payment for the
Institutional Share.
2. Ryback represents and warrants to the Trust that the
Institutional Share is being acquired for investment and not with a
view to distribution thereof and that Ryback has no present
intention to redeem or dispose of the Institutional Share.
3. Ryback hereby agrees that it will not redeem the
Institutional Share prior to the time that the Trust has completed
the amortization of its organizational expenses relating to the
Institutional Shares of Lindner Bulwark Fund. In the event that
the Trust liquidates before the deferred organizational expenses
are fully amortized, then the Institutional Shares shall bear their
proportionate share of such unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the 1st day of February, 1996.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
ERIC E. RYBACK
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"),
and ERIC E. RYBACK ("Ryback"), intending to be legally bound, hereby agree
as follows:
1. In order to provide the Institutional Shares class of
Lindner/Ryback Small-Cap Fund, a series of the Trust, with its
initial capital, the Fund hereby sells to Ryback and Ryback hereby
purchases from the Fund one Institutional Share of beneficial
interest in the Lindner/Ryback Small-Cap Fund (the "Institutional
Share") at $4.90 per share, which is the per share net asset value
of the Lindner/Ryback Small-Cap Fund on January 31, 1996. The
Trust hereby acknowledges receipt from Ryback of $4.90 in full
payment for the Institutional Share.
2. Ryback represents and warrants to the Trust that the
Institutional Share is being acquired for investment and not with a
view to distribution thereof and that Ryback has no present
intention to redeem or dispose of the Institutional Share.
3. Ryback hereby agrees that it will not redeem the
Institutional Share prior to the time that the Trust has completed
the amortization of its organizational expenses relating to the
Institutional Shares of Lindner/Ryback Small-Cap Fund. In the
event that the Trust liquidates before the deferred organizational
expenses are fully amortized, then the Institutional Shares shall
bear their proportionate share of such unamortized organization
expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the 1st day of February, 1996.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
ERIC E. RYBACK
<PAGE>
PURCHASE AGREEMENT
LINDNER INVESTMENTS, a Massachusetts business trust (the "Trust"),
and ERIC E. RYBACK ("Ryback"), intending to be legally bound, hereby agree
as follows:
1. In order to provide the Institutional Shares class of
Lindner International Fund, a series of the Trust, with its initial
capital, the Fund hereby sells to Ryback and Ryback hereby
purchases from the Fund one Institutional Share of beneficial
interest in the Lindner International Fund (the "Institutional
Share") at $8.60 per share, which is the per share net asset value
of the Lindner International Fund on January 31, 1996. The Trust
hereby acknowledges receipt from Ryback of $8.60 in full payment
for the Institutional Share.
2. Ryback represents and warrants to the Trust that the
Institutional Share is being acquired for investment and not with a
view to distribution thereof and that Ryback has no present
intention to redeem or dispose of the Institutional Share.
3. Ryback hereby agrees that it will not redeem the
Institutional Share prior to the time that the Trust has completed
the amortization of its organizational expenses relating to the
Institutional Shares of Lindner International Fund. In the event
that the Trust liquidates before the deferred organizational
expenses are fully amortized, then the Institutional Shares shall
bear their proportionate share of such unamortized organization
expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the 1st day of February, 1996.
LINDNER INVESTMENTS
By: /S/ LARRY CALLAHAN
Its: Vice President
/S/ ERIC E. RYBACK
ERIC E. RYBACK
LINDNER INVESTMENTS
Distribution and Service Plan
INSTITUTIONAL SHARES
INTRODUCTION
Lindner Investments (the "Trust") is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and is authorized to issue an unlimited number of shares of six
separate series, which series are designated as "Lindner Dividend Fund",
"Lindner Growth Fund", "Lindner Utility Fund", "Lindner Bulwark Fund",
"Lindner/Ryback Small-Cap Fund" and "Lindner International Fund". The Trust
is also authorized to issue shares for each such series in two classes,
which classes have been designated as the "Investor Class" and the
"Institutional Class" of shares.
The Distribution and Service Plan (the "Plan") set forth below, which is
designed to conform to the requirements of Rule 12b-1 under the 1940 Act
and, where applicable, to the requirements of Article III, Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers,
Inc. (NASD), has been adopted by a majority of the Trustees of the Trust
(none of whom have any direct or indirect financial interest in the
operation of the Plan or any agreements related to it), including a majority
of those Trustees who are not "interested persons" of the Trust, as defined
in the 1940 Act (the "Disinterested Trustees"), who have determined by votes
cast in person at a meeting called for the purpose of voting on the Plan
that there is a reasonable likelihood that adoption of the Plan will benefit
the Trust and its shareholders. Expenditures under the Plan by the Trust
for Distribution Activities (defined below) are intended to result in the
sale of Institutional Shares of the Trust within the meaning of paragraph
(a)(2) of Rule 12b-1 promulgated under the 1940 Act.
THE PLAN
1. AUTHORIZED PAYMENTS. The Trust may enter into a written agreement
with one or more broker-dealer firms, banking institutions, retirement plan
administrators, other financial intermediaries or financial planners (each a
"Distributor") to distribute Institutional Shares of one or more Series of
the Trust and to service shareholder accounts using all of the facilities
and the distribution networks of such Distributors, including sales
personnel and branch office and central support systems, and also using such
other qualified broker-dealers and financial institutions as any such
Distributor may select. From the assets and income allocated to those
series of Institutional Shares which are distributed by any such
Distributor, the Trust is authorized to reimburse such Distributor for
out-of-pocket expenses and costs actually incurred by any Distributor for
the distribution of such Institutional Shares of one or more Series of the
Trust. In addition, from the assets and income allocated to all
<PAGE>
series of Institutional Shares issued and outstanding at any time and from
time to time, the Trust is authorized to reimburse Ryback Management
Corporation ("RMC") for out-of-pocket expenses and costs actually incurred
by RMC for the distribution of such Institutional Shares of the Trust.
Services provided and activities undertaken to distribute Institutional
Shares of the Trust by such Distributors or by RMC are referred to herein as
"Distribution Activities."
The Trust may pay to any such Distributor, as reimbursement for providing
Distribution Activities and as a compensation for providing personal service
and/or maintaining shareholder accounts, a distribution and service fee not
to exceed 0.25% per annum of the average daily net assets of the
Institutional Shares (the "Distribution Fee") held in the accounts
administered by such Distributor, or such lesser amount as a majority of the
Disinterested Trustees may determine. In addition, to the extent that the
Distribution Fee paid to any particular Distributor is less than 0.25% per
annum, the Trust may reimburse RMC for Distribution Activities relating to
Institutional Shares, so that the aggregate amount paid to such Distributor
and RMC does not exceed 0.25% per annum of the average daily net assets of
the Institutional Shares (the "Distribution Fee") held in the accounts
administered by such Distributor, or such lesser amount as a majority of the
Disinterested Trustees may determine. A majority of the Disinterested
Trustees may from time to time reduce the amount of such expense
reimbursement or may suspend the operation of this Plan for such period or
periods as they may determine. Reimbursement contemplated by this Plan
shall be paid monthly upon receipt by the Trust of a written expense report
detailing the expenses qualifying for such reimbursement and the purposes
thereof. Amounts payable under this Plan shall be subject to the
limitations of Article III, Section 26 of the NASD Rules of Fair Practice,
if payments are to be made to a Distributor that is a member firm of the
NASD.
Amounts paid to each Distributor or the RMC by the Institutional Shares of
each Series of the Trust will not be used to pay the distribution expenses
incurred with respect to any other class of shares of the Trust, except that
distribution expenses attributable to the Trust as a whole will be allocated
to the Institutional Shares according to the ratio of the sales of
Institutional Shares to the total sales of the Trust's shares over the
Trust's fiscal year or such other allocation method approved by the
Trustees. The allocation of distribution expenses among classes will be
subject to the review of the Trustees.
2. DISTRIBUTION ACTIVITIES. Expenses permitted to be paid or
reimbused by the Institutional Shares of the Trust pursuant to this Plan
shall include and be limited to the following:
a) amounts paid to firms for performing services under a
selected dealer agreement between a Distributor for sale of
Institutional Shares of the Trust, including sales commissions and
trailer commissions paid to, or on account of, account executives
and indirect and overhead costs associated with Distribution
Activities, including central office and branch expenses;
<PAGE>
(b) advertising for Institutional Shares of any Series of the
Trust in various forms through any available medium, including the
cost of printing and mailing Trust prospectuses, statements of
additional information and periodic financial reports and sales
literature to persons other than current shareholders of
Institutional Shares of any Series of the Trust; direct mail
solicitation; television, radio newspaper, magazine and other
advertising; public relations; and such other advertising or
promotional expenses as may be approved from time to time by the
Disinterested Trustees; and
(c) sales commissions (including trailer commissions) paid to,
or on account of, broker-dealers and financial institutions (other
than a Distributor) which have entered into selected dealer
agreements with a Distributor with respect to Institutional Shares
of any Series of the Trust.
3. QUARTERLY REPORTS; ADDITIONAL INFORMATION. An appropriate officer
of the Trust will provide to the Trustees of the Trust for review, at least
quarterly, a written report specifying in reasonable detail the amounts
expended for Distribution Activities (including payment of the service fee)
and the purposes for which such expenditures were made in compliance with
the requirements of Rule 12b-1. Each Distributor will provide to the
Trustees of the Trust such additional information as the Trustees shall from
time to time reasonably request, including information about Distribution
Activities undertaken or to be undertaken by each Distributor.
Each Distributor will inform the Trustees of the Trust of the commissions
and account servicing fees to be paid by each Distributor to account
executives of each Distributor and to broker-dealers and financial
institutions which have selected dealer agreements with each Distributor.
4. EFFECTIVENESS; CONTINUATION. This Plan shall not take effect until
it has been approved by a vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Institutional Shares of each
Series of the Trust. If approved by a vote of a majority of the outstanding
voting securities of the Institutional Shares of the Trust, this Plan shall,
unless earlier terminated in accordance with its terms, continue in full
force and effect thereafter for so long as such continuance is specifically
approved at least annually by a majority of the Trustees of the Trust and a
majority of the Disinterested Trustees by votes cast in person at a meeting
called for the purpose of voting on the continuation of this Plan.
5. TERMINATION. This Plan may be terminated at any time by vote of a
majority of the Disinterested Trustees, or by vote of a majority of the
outstanding voting securities (as defined in the Investment Company Act) of
the Institutional Shares of the Trust.
6. AMENDMENTS. This Plan may not be amended to change the combined
Distribution Fee to be paid as provided for in Section 2 hereof so as to
increase materially the amounts payable under this Plan unless such
amendment shall be approved by the vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Institutional
<PAGE>
Shares of each Series of the Trust. All material amendments of the Plan
shall be approved by a majority of the Trustees of the Trust and a majority
of the Disinterested Trustees by votes cast in person at a meeting called
for the purpose of voting on the Plan.
7. DISINTERESTED TRUSTEES. While this Plan is in effect, the
selection and nomination of the Disinterested Trustees shall be committed to
the discretion of the Disinterested Trustees.
8. RECORDS. The Trust shall preserve copies of this Plan and any
related agreements and all reports made pursuant to Section 3 hereof, for a
period of not less than six years from the date of effectiveness of this
Plan, such agreements or reports, and for at least the first two years in an
easily accessible place.
9. ENFORCEMENT OF CLAIMS. The name "Lindner Investments" is the
designation of the Trustees under a Declaration of Trust dated July 19,
1993, and all persons dealing with the Trust must look solely to the
property of the Trust for the enforcement of any claims against the Trust,
and neither the Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Trust.
Adopted by the Board of Trustees on January 25, 1996.
Approved by all holders of Institutional Shares of all Series of the Trust
on February 1, 1996.
LINDNER INVESTMENTS
RULE 18f-3 DUAL-CLASS PLAN
I. Introduction. Pursuant to Rule 18f-3 under the Investment Company
Act of 1940, as amended (the "1940 Act"), the following sets forth the
method for allocating fees and expenses among each class of shares in the
following series of Lindner Investments (the "Trust"): Lindner Dividend
Fund, Lindner Growth Fund, Lindner Utility Fund, Lindner Bulwark Fund,
Lindner/Ryback Small-Cap Fund, Lindner International Fund and any other
Series of the Trust proposed to be brought hereunder in the future by the
Board of Trustees of the Trust. In addition, this Rule 18f-3 Dual-Class
Plan (the "Plan") sets forth the shareholder servicing arrangements,
distribution arrangements, conversion features, exchange privileges, and
other shareholder services of each class of shares in such series.
The Trust is an open-end series investment company registered under
the 1940 Act and the shares of which are registered on Form N-1A under the
Securities Act of 1933 (the "1933 Act"). Upon the effectiveness of a
Post-Effective Amendment to the Trust's Registration Statement on Form N-1A
under the 1933 Act filed in conjunction with this Plan with respect to the
shares of each of the series listed above, the Trust hereby elects to offer
two classes of shares in such series pursuant to the provisions of Rule
18f-3 and this Plan.
The Series of the Trust listed above (each a "Series" or
collectively the "Series") are authorized to issue the following classes of
shares representing interests in the Series: Investor Shares and
Institutional Shares for all Series.
II. Allocation of Expenses. Pursuant to Rule 18f-3 under the 1940 Act,
the Trust shall allocate to each class of shares in a Series (i) any fees
and expenses incurred by the Trust in connection with the distribution of
such class of shares under a distribution plan (and related agreements)
adopted for such class of shares pursuant to Rule 12b-1, and (ii) any fees
and expenses incurred by the Trust under a shareholder servicing plan (and
related agreements) in connection with the provision of shareholder services
to the holders of such class of shares. In addition, pursuant to Rule
18f-3, the Trust may allocate the following fees and expenses to a
particular class of shares in a single Series:
(a) transfer agency fees identified by the transfer agent as
being attributable to such class of shares;
(b) printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
notices, prospectuses, reports, and proxies to current
shareholders of such class of shares or to regulatory
agencies with respect to such class of shares;
<PAGE>
(c) blue sky registration or qualification fees incurred by
such class of shares;
(d) Securities and Exchange Commission registration fees
incurred by such class of shares;
(e) litigation or other legal expenses relating solely to such
class of shares;
(f) fees of the Trustees of the Trust incurred as a result of
issues relating to such class of shares; and
(g) independent auditors' fees relating solely to such class of
shares.
The initial determination of the class expenses that will be allocated by
the Trust to a particular class of shares and any subsequent changes thereto
will be reviewed by the Board of Trustees of the Trust and approved by a
vote of the Trustees of the Trust, including a majority of the Trustees who
are not interested persons of the Trust.
Income, realized and unrealized capital gains and losses, and any expenses
of a Series not allocated to a particular class of such Series pursuant to
this Plan shall be allocated to each class of the Series on the basis of the
net asset value of that class in relation to the net asset value of the
Series.
III. Investor Arrangements. The following summarizes the front-end
sales charges, contingent deferred sales charges, Rule 12b-1 distribution
fees, shareholder servicing fees, conversion features, exchange privileges
and other shareholder services applicable to each class of shares of the
Series. Additional details regarding such fees and services are set forth
in the Trust's current Prospectus and Statement of Additional Information.
(a) Investor Shares -- All Series
Initial Sales Load: None
Contingent Deferred Sales Charge: None
Rule 12b-1 Distribution Fees: None
Shareholder Servicing Fees: None
Exchange Privileges: Investor Shares of a Series may be
exchanged for Investor Shares or Institutional Shares of
any other series of the Trust without any fee being charged
to a shareholder.
Other Shareholder Services: The Trust offers IRA plans, a
Systematic Withdrawal Plan, a Payroll Deduction program and
an Automatic Investment Plan to holders of Investor Shares.
<PAGE>
B. Institutional Shares -- All Series
Initial Sales Load: None
Contingent Deferred Sales Charge: None
Rule 12b-1 Distribution/shareholder Servicing Fees:
Pursuant to a Distribution Plan adopted under Rule 12b-1,
Institutional Shares of each Series may pay a combined
distribution and shareholder servicing fee of up to 0.25%
of the average daily net assets of such shares.
Exchange Privileges: Institutional Shares of a Series may
be exchanged for either Investor or Institutional Shares of
any other series of the Trust without any fee being charged
to a shareholder.
Other Shareholder Services: None.
IV. Board Review. The Board of Trustees of the Trust shall review this
Plan as frequently as they deem necessary. Prior to any material amendments
to this Plan, the Trust's Board of Trustees, including a majority of the
Trustees that are not interested persons of the Trust, shall find that the
Plan, as proposed to be amended (including any proposed amendments to the
method of allocating expenses), is in the best interest of each class of
shares of each Series individually and in the best interest of the Trust as
a whole. In considering whether to approve any proposed amendments to this
Plan, the Trustees of the Trust shall request and evaluate such information
as they consider reasonably necessary to evaluate such proposed amendments.
Adopted by the Board of Trustees on January 25, 1996
