As filed with the Securities and Exchange Commission on October 20, 1997
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. 14
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 16
LINDNER DIVIDEND FUND, LINDNER GROWTH FUND, LINDNER UTILITY FUND,
LINDNER BULWARK FUND, LINDNER/RYBACK SMALL-CAP FUND, LINDNER
INTERNATIONAL FUND, and LINDNER GOVERNMENT MONEY MARKET FUND
each a Series of
LINDNER INVESTMENTS
(Exact Name of Registrant as Specified in Charter)
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Address of Principal Executive Office)
(314) 727-5305
(Registrant's Telephone Number, Including Area Code)
Eric E. Ryback, President
Ryback Management Corporation
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Name and Address of Agent for Service)
Copy to:
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
FAX: 313-568-6915
It is proposed that this filing will become effective (check appropriate
box):
[ ] 60 days after filing pursuant to Rule 485(a)(1), or
[ ] On , 199 , pursuant to Rule 485(a)(1), or
[ ] 75 days after filing pursuant to Rule 485(a)(2), or
[ ] On , 199 , pursuant to Rule 485(a)(2).
[ ] Immediately upon filing pursuant to Rule 485(b), or
[X] On October 24, 1997, pursuant to Rule 485(b)
If appropriate, check this box:
[ ] This post-effective amendment designates a new effective
date for a previously-filed post-effective amendment.
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,
1997, on August 27, 1997.
<PAGE>
<PAGE>
CROSS REFERENCE SHEET
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
and Policies; Investment Restrictions; 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
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, Policies and
Restrictions
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
Item 21 Underwriters Not Applicable
Item 22 Calculation of Perfor-
mance 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> 1 LINDNER INVESTMENTS:
7711 Carondelet Ave.
P.O. Box 11208
St. Louis, Missouri 63105
(800) 995-7777
Institutional and Investor Shares of
LINDNER DIVIDEND FUND LINDNER BULWARK FUND
LINDNER GROWTH FUND LINDNER/RYBACK SMALL-CAP FUND
LINDNER UTILITY FUND LINDNER INTERNATIONAL FUND
Investor Shares of
LINDNER GOVERNMENT MONEY MARKET FUND
Lindner Investments (the "Trust") is a no-load, open-end management
investment company presently consisting of seven separate investment
portfolios (the "Funds"): three series whose primary investment objective is
current income-- Lindner Dividend Fund, Lindner Utility Fund and Lindner
Government Money Market 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. See
"Investment Objectives and Policies" and "Investment Restrictions" for more
detailed information. Each Fund 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.
Investor Shares and Institutional Shares 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. CERTAIN FUNDS MAY
INVEST IN HIGH YIELD, HIGH RISK, LOW-GRADED DEBT SECURITIES COMMONLY
REFERRED TO AS "JUNK BONDS" (UP TO 35% OF ASSETS IN THE CASE OF THE
DIVIDEND, UTILITY AND BULWARK FUNDS; UP TO 20% OF ASSETS IN THE CASE OF THE
SMALL-CAP AND INTERNATIONAL FUNDS; AND UP TO 10% OF ASSETS IN THE CASE OF
THE GROWTH FUND). THE GROWTH FUND AND THE BULWARK FUND MAY ALSO BORROW FOR
INVESTMENT PURPOSES, WITHIN PRESCRIBED LIMITS. IN ADDITION, THE GOVERNMENT
MONEY MARKET FUND SEEKS TO MAINTAIN A CONSTANT $1.00 PER SHARE NET ASSET
VALUE, ALTHOUGH THIS CANNOT BE ASSURED. THERE IS NO ASSURANCE THAT ANY
FUND'S OBJECTIVE WILL BE MET OR THAT THERE WILL NOT BE LOSSES IN ANY GIVEN
INVESTMENT. SHARES OF THE FUNDS ARE NOT BANK DEPOSITS OR OBLIGATIONS OF,
OR ENDORSED OR GUARANTEED BY STAR BANK, N.A., NOR ARE THEY INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL
AGENCY.
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 ("SAI") about each series of Lindner
Investments dated October 24, 1997, has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated into this Prospectus by
reference. A copy of the SAI is available without charge, upon request to
the address or telephone number listed above. In addition, the SAI, other
information incorporated by reference in this Prospectus and in the SAI and
other information regarding companies that file electronically with the SEC
are available from the SEC's Internet Web site, the address of which is
http://www.sec.gov.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS DATED OCTOBER 24, 1997
<PAGE> 2
TABLE OF CONTENTS
Fund Expenses . . . . . . . . . . . . . . . . . . . . 3
Financial Highlights . . . . . . . . . . . . . . . . 5
Lindner Investments . . . . . . . . . . . . . . . . . 10
Investment Objectives and Policies . . . . . . . . . 10
Investment Restrictions . . . . . . . . . . . . . . . 17
Risk Factors . . . . . . . . . . . . . . . . . . . . 19
Management of the Trust . . . . . . . . . . . . . . . 27
Effect on Banking Laws . . . . . . . . . . . . . . . 30
Dividends, Distribution and Taxes . . . . . . . . . . 31
Withholding Certification . . . . . . . . . . . . . . 33
Purchase of Shares and Shareholder Inquiries . . . . 33
Redemption of Shares . . . . . . . . . . . . . . . . 36
Exchanging an Investment from One Fund to Another . . 39
Automatic Investment Plan . . . . . . . . . . . . . . 40
Payroll Deduction . . . . . . . . . . . . . . . . . . 40
Systematic Withdrawal Plan . . . . . . . . . . . . . 41
Individual Retirement Accounts . . . . . . . . . . . 41
Pricing of Shares for Purchase or Redemption . . . . 42
Distribution and Service Plan . . . . . . . . . . . . 43
Performance . . . . . . . . . . . . . . . . . . . . . 43
Other Information . . . . . . . . . . . . . . . . . . 48
Counsel . . . . . . . . . . . . . . . . . . . . . . . 49
Appendix - Description of Bond Ratings. . . . . . . . 50
Income Funds
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 S&P 500 Index or on passbook savings
accounts. Capital appreciation is a secondary objective of the Dividend
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 GOVERNMENT MONEY MARKET FUND is a fund whose investment objective is
to provide current income consistent with the preservation of capital and
liquidity. In furtherance of this objective, the Money Market Fund will
invest exclusively in United States dollar dominated securities issued or
guaranteed by the United States Government, its agencies and
instrumentalities, and in repurchase agreements secured by such securities.
These include issues of the United States Treasury, such as bills, notes,
bonds, and issues of agencies and instrumentalities of the U.S. Government
which are established under the authority of an Act of Congress.
<PAGE> 3
Growth Funds
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 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.
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 financial 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)
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 Funds' Custodian for outgoing wires) (see "Purchase
of Shares and Shareholder Inquiries' and "Redemption
of Shares") $10
<PAGE> 4 Annual Fund Operating Expenses
(as a percentage of average net assets)
Total
Management 12b-1 Other Operating
Fees Fees Expenses Expenses
----- ----- ------ -----
Lindner Dividend Fund:
Investor Shares 0.51% None 0.09% 0.60%
Institutional Shares 0.51% 0.25% 0.09% 0.85%
Lindner Growth Fund
Investor Shares 0.33% None 0.09% 0.42%
Institutional Shares 0.33% 0.25% 0.09% 0.67%
Lindner Utility Fund
Investor Shares 0.70% None 0.19% 0.89%
Institutional Shares 0.70% 0.25% 0.19% 1.14%
Lindner Bulwark Fund
Investor Shares 1.00% None 0.19% 1.19%
Institutional Shares 1.00% 0.25% 0.19% 1.44%
Lindner/Ryback Small-Cap Fund
Investor Shares 0.70% None 0.26% 0.96%
Institutional Shares 0.70% 0.25% 0.26% 1.21%
Lindner International Fund
Investor Shares 1.00% None 0.99% 1.99%
Institutional Shares 1.00% 0.25% 0.99% 0.24%
Lindner Government Money Market Fund
Investor Shares (1) 0.15% None 0.28% 0.43%
- ------------
(1) Ryback Management Corporation ("Ryback Management" or the "Adviser")
has voluntarily agreed to waive its administrative service fee to the extent
necessary to maintain the Government Money Market Fund's annual Total
Operating Expenses at not more than 0.50% of average net assets during the
fiscal year. For the fiscal year ended June 30, 1997, no waiver was
necessary. Ryback Management can terminate this fee waiver at any time, in
its sole discretion.
Example: You would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return and (2) redemption at the end of each time
period:
1 year 3 years 5 years 10 years
------ ------- ------- --------
Lindner Dividend Fund
Investor Shares $ 6 $19 $ 33 $ 75
Institutional Shares $ 9 $27 $ 47 $105
Lindner Growth Fund
Investor Shares $ 4 $13 $ 24 $ 53
Institutional Shares $ 7 $21 $ 37 $ 83
Lindner Utility Fund
Investor Shares $ 9 $28 $ 49 $110
Institutional Shares $12 $36 $ 63 $139
Lindner Bulwark Fund
Investor Shares $12 $38 $ 65 $144
Institutional Shares $15 $46 $ 79 $172
Lindner/Ryback Small-Cap Fund
Investor Shares $10 $31 $ 53 $118
Institutional Shares $12 $38 $ 67 $147
Lindner International Fund
Investor Shares $20 $62 $107 $232
Institutional Shares $23 $70 $120 $257
Lindner Government Money Market Fund
Investor Shares $4 $14 $ 24 $ 54
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 Trust." 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.
<PAGE> 5 FINANCIAL HIGHLIGHTS
(for a share outstanding throughout the period)
The information contained in the tables below for the Investor Shares and
Institutional Shares of all Funds for the fiscal year ended June 30, 1997,
has been extracted from financial statements audited by Deloitte & Touche
LLP, independent auditors, whose unqualified reports appear in the Lindner
Investments Annual Reports to Shareholders for the fiscal year ended June
30, 1997. This information should be read in conjunction with each Fund's
audited financial statements, and the notes relating thereto, appearing in
such Annual Reports, which reports are incorporated by reference into the
Statement of Additional Information. Copies of such Annual Reports may be
obtained upon request.
<TABLE>
<CAPTION>
(For an Investor Share Outstanding Throughout the Period)
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
--------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> C> <C> <C>
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized
Value, Net Gains from from Net Gains from
Beginning Investment (Losses) on Investment Investment Investment Total
of Period Income Investments Operations Income Transactions Distributions
--------- ---------- ------------ ---------- ---------- ------------- -------------
LINDNER GROWTH FUND <F1>
Year Ended June 30,
1988 $19.15 $0.66 $0.52 $1.18 $0.98 $1.61 $2.59
1989 $17.74 $0.85 $1.94 $2.79 $0.69 $0.18 $0.87
1990 $19.66 $0.85 $0.66 $1.51 $0.91 $0.84 $1.75
1991 $19.42 $0.75 ($0.88) ($0.13) $0.86 $0.71 $1.57
1992 $17.72 $0.57 $2.47 $3.04 $0.66 $0.00 $0.66
1993 $20.10 $0.50 $2.40 $2.90 $0.53 $0.15 $0.68
1994 $22.32 $0.38 $0.71 $1.09 $0.46 $0.53 $0.99
1995 $22.42 $0.43 $2.66 $3.09 $0.34 $1.84 $2.18
1996 $23.33 $0.40 $4.47 $4.87 $0.47 $1.34 $1.81
1997 $26.39 $0.36 $2.72 $3.08 $0.39 $3.10 $3.49
LINDNER DIVIDEND FUND <F2>
Year Ended February 28,
1988 $24.49 $1.68 ($1.95) ($0.27) $1.87 $1.16 $3.03
1989 $21.19 $1.71 $1.65 $3.36 $1.32 $0.06 $1.38
1990 $23.17 $2.02 ($0.30) $1.72 $2.19 $0.01 $2.20
1991 $22.69 $1.92 ($1.17) $0.75 $1.86 $0.02 $1.88
1992 $21.56 $2.15 $2.55 $4.70 $1.99 $0.00 $1.99
1993 $24.27 $1.72 $2.98 $4.70 $1.86 $0.10 $1.96
1994 $27.01 $1.88 $1.06 $2.94 $1.74 $0.58 $2.32
1995 $27.63 $1.93 ($2.13) ($0.20) $1.90 $0.57 $2.47
Year Ended June 30,
1995 $24.96 $0.95 $1.05 $2.00 $0.96 $0.00 $0.96
1996 $26.00 $1.80 $2.29 $4.09 $1.79 $0.23 $2.02
1997 $28.07 $1.63 $0.70 $2.33 $1.68 $0.78 $2.46
LINDNER UTILITY FUND <F3>
Year Ended June 30,
1994 $10.00 $0.05 ($0.01) $0.04 $0.02 $0.00 $0.02
1995 $10.02 $0.39 $0.84 $1.23 $0.39 $0.09 $0.48
1996 $10.77 $0.35 $3.42 $3.77 $0.34 $0.00 $0.34
1997 $14.20 $0.39 $1.60 $1.99 $0.42 $0.02 $0.44
LINDNER/RYBACK SMALL-CAP FUND <F4>
Year Ended June 30,
1994 $5.00 $0.01 ($0.22) ($0.21) $0.00 $0.00 $0.00
1995 $4.79 ($0.03) $0.71 $0.68 $0.01 $0.00 $0.01
1996 $5.46 $0.00 $1.30 $1.30 $0.00 $0.61 $0.61
1997 $6.15 $0.04 $1.49 $1.53 $0.01 $0.00 $0.01
<PAGE> 6
LINDNER BULWARK FUND <F5>
Year Ended June 30,
1994 $7.00 $0.01 $0.16 $0.17 $0.00 $0.00 $0.00
1995 $7.17 $0.11 ($0.10) $0.01 $0.05 $0.04 $0.09
1996 $7.09 $0.26 $1.32 $1.58 $0.31 $0.00 $0.31
1997 $8.36 $0.29 ($1.81) ($1.52) $0.14 $0.00 $0.14
LINDNER INTERNATIONAL FUND <F6>
Year Ended June 30,
1995 $9.00 $0.07 $0.02 $0.09 $0.00 $0.00 $0.00
1996 $9.09 ($0.01) $0.86 $0.85 $0.05 $0.00 $0.05
1997 $9.89 ($0.01) $1.45 $1.44 $0.00 $0.14 $0.14
LINDNER GOVERNMENT MONEY MARKET FUND <F7>
Year Ended June 30,
1997 $1.00 $0.05 $0.00 $0.05 $0.05 $0.00 $0.05
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------
Ratio of Net Net
Net Asset Ratio of Investment Assets,
Value, Expenses Income to Portfolio Average End of
End of Total to Average Average Turnover Commission Period
Period Return<F8> Net Assets<F9> Net Assets Rate Rate Paid (in millions)
--------- --------- ------------- ------------ --------- ---------- -----------
LINDNER GROWTH FUND <F1>
Year Ended June 30,
1988 $17.74 7.49% 1.07% 3.76% 20.93% -- $404
1989 $19.66 16.51% 0.92% 4.93% 17.81% -- $535
1990 $19.42 7.89% 0.74% 4.84% 19.24% -- $716
1991 $17.72 -0.23% 0.83% 4.64% 12.96% -- $783
1992 $20.10 17.58% 0.80% 3.05% 11.37% -- $978
1993 <F10> $22.32 14.87% 0.80% 2.52% 18.71% -- $1,278
1994 $22.42 4.83% 0.65% 1.69% 37.92% -- $1,528
1995 $23.33 14.89% 0.54% 1.89% 24.94% -- $1,446
1996 $26.39 21.95% 0.63% 1.53% 39.49% $0.0397 $1,446
1997 $25.98 12.50% 0.44% 1.39% 36.39% $0.0437 $1,495
LINDNER DIVIDEND FUND <F2>
Year Ended February 28,
1988 $21.19 -0.51% 1.04% 7.43% 16.52% -- $52
1989 $23.17 16.21% 0.97% 7.57% 2.30% -- $97
1990 $22.69 7.48% 0.87% 8.90% 5.47% -- $142
1991 $21.56 3.84% 0.87% 8.98% 3.36% -- $163
1992 $24.27 22.91% 0.80% 9.75% 24.01% -- $266
1993<F10> $27.01 20.28% 0.74% 7.10% 13.50% -- $1,016
1994 $27.63 11.19% 0.64% 7.01% 43.20% -- $1,532
1995 $24.96 -0.44% 0.61% 7.76% 29.79% -- $1,697
Year Ended June 30,
1995 $26.00 8.12% 0.21% 2.43% 11.00% -- $1,903
1996 $28.07 16.14% 0.60% 6.62% 30.24% $0.0508 $2,293
1997 $27.94 8.75% 0.60% 5.74% 40.32% $0.0443 $2,017
LINDNER UTILITY FUND <F3>
Year Ended June 30,
1994 $10.02 0.39% 1.30% 0.76% 44.95% -- $11
1995 $10.77 12.51% 1.04% 3.02% 190.70% -- $18
1996 $14.20 35.39% 0.95% 2.87% 98.58% $0.0422 $32
1997 $15.75 14.29% 0.89% 2.81% 86.44% $0.0376 $47
LINDNER/RYBACK SMALL-CAP FUND <F5>
Year Ended June 30,
1994 $4.79 -4.20% 0.96% 0.52% 5.03% -- $5
1995 $5.46 14.32% 1.65% -0.57% 158.62% -- $8
1996 $6.15 25.70% 1.22% -0.04% 103.05% $0.0560 $10
1997 $7.67 24.96% 0.96% 0.46% 49.49% $0.0496 $25
<PAGE> 7
LINDNER BULWARK FUND <F4>
Year Ended June 30,
1994 $7.17 2.43% 0.66% 0.26% 0.89% -- $31
1995 $7.09 0.10% 1.27% 2.45% 122.64% -- $65
1996 $8.36 23.44% 1.24% 2.45% 139.82% $0.0320 $62
1997 $6.70 -18.43% 1.20% 3.86% 457.57% $0.0314 $68
LINDNER INTERNATIONAL FUND <F6>
Year Ended June 30,
1995 $9.09 1.00% 1.26% 1.02% 0.00% -- $0.3
1996 $9.89 9.41% 2.57% 0.05% 48.40% $0.0293 $1.2
1997 $11.19 14.76% 1.96% -0.14% 37.79% $0.9954 $4.7
LINDNER GOVERNMENT MONEY MARKET FUND <F7>
Year Ended June 30,
1997 $ 1.00 5.02% 0.43% 5.45% n/a n/a $39
- --------------
<F1> Historical performance information is for Lindner Fund, Inc. ("LGFI"), 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 LGFI on June 30, 1995, pursuant to a reorganization approved by the shareholders of LGFI on
June 29, 1995.
<F2> Historical performance information is for Lindner Dividend Fund, Inc. ("LDFI"), the predecessor of the
Lindner Dividend Fund series of the Trust. The Lindner Dividend Fund series of the Trust succeeded to all
of the assets and liabilities of LDFI on June 30, 1995, pursuant to a reorganization approved by the
shareholders of LDFI on June 29, 1995.
<F3> Operations commenced on October 4, 1993.
<F4> Operations commenced on February 11, 1994.
<F5> Operations commenced on January 24, 1994.
<F6> Operations commenced on January 1, 1995.
<F7> Operations commenced on July 6, 1996.
<F8> Total return for periods of less than one year are not annualized. Total return is the percentage increase
in value for a period, assuming initial investment at the 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.
<F9> On January 29, 1993, Lindner Growth Fund and Lindner Dividend Fund changed financial advisors to Ryback
Management Corporation from Lindner Management Corporation.
<F10> Expense ratio for periods after September 1, 1995, are computed using gross expenses which include fees
reduced in connection with specific agreements.
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
(For an Institutional Share Outstanding Throughout the Period)
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
---------------------------------------- ------------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized
Value, Net Gains from from Net Gains from
Beginning Investment (Losses) on Investment Investment Investment Total
of Period Income Investments Operations Income Transactions Distributions
--------- ---------- ------------- ---------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
LINDNER GROWTH FUND <F1>
Year Ended June 30,
1997 26.39 $0.34 $2.68 $3.02 $0.37 $3.10 $3.47
LINDNER DIVIDEND FUND <F2>
Year Ended June 30,
1997 $28.07 $1.61 $0.66 $2.27 $1.66 $0.78 $2.44
LINDNER UTILITY FUND <F3>
Year Ended June 30,
1997 $14.20 $0.27 $1.59 $1.86 $0.31 $0.02 $0.33
LINDNER/RYBACK SMALL-CAP FUND <F4>
Year Ended June 30,
1997 $6.15 $0.04 $1.49 $1.53 $0.01 $0.00 $0.01
LINDNER BULWARK FUND <F5>
Year Ended June 30,
1997 $8.36 $0.26 ($1.81) ($1.55) $0.14 $0.00 $0.14
LINDNER INTERNATIONAL FUND <F6>
Year Ended June 30,
1997 $9.89 $0.04 $1.45 $1.41 $0.00 $0.14 $0.14
<PAGE> 9
RATIOS/SUPPLEMENTAL DATA
------------------------------------
Ratio of Net Net
Net Asset Ratio of Investment Assets,
Value, Expenses Income to Portfolio Average End of
End of Total to Average Average Turnover Commission Period
Period Return<F7> Net Assets Net Assets Rate Rate Paid (in thousands)
--------- --------- ---------- ------------ ---------- ---------- ------------
LINDNER GROWTH FUND <F1>
Year Ended June 30,
1997 $25.94 15.36% 0.46% 1.29% 36.39% $0.0437 $101.6
LINDNER DIVIDEND FUND <F2>
Year Ended June 30,
1997 $27.90 9.84% 0.85% 5.69% 40.32% 0.0443 $2,010
LINDNER UTILITY FUND <F3>
Year Ended June 30,
1997 $15.74 14.52% 0.75% 2.42% 86.44% $0.0376 $53.8
LINDNER/RYBACK SMALL-CAP FUND <F4>
Year Ended June 30,
1997 $7.67 21.21% 0.59% 0.26% 49.49% $0.0496 $0.2
LINDNER BULWARK FUND <F5>
Year Ended June 30,
1997 $6.67 -18.61% 1.37% 4.45% 457.57% $0.0314 $1.57
LINDNER INTERNATIONAL FUND <F6>
Year Ended June 30,
1997 $11.16 17.06% 1.48% -0.13% 37.79% $0.9954 $0.4
- --------------
<F1> For the period July 12, 1996 (initial purchase) to June 30, 1997.
<F2> For the period July 9, 1996 (initial purchase) to June 30, 1997.
<F3> For the period October 31, 1996 (initial purchase) to June 30, 1997.
<F4> For the period November 1, 1996 (initial purchase) to June 30, 1997.
<F5> For the period July 11, 1996 (initial purchase) to June 30, 1997.
<F6> For the period November 1, 1996 (initial purchase) to June 30, 1997.
<F7> Total return for periods of less than one year are not annualized. Total return is the percentage increase
in value for a period, assuming initial investment at the 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>
<PAGE> 10 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 with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended (the "1940 Act"). The Trust was organized
under a Declaration of Trust which 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. Each Fund is a series of the Trust. The
Trust's principal office is located at 7711 Carondelet Avenue, St. Louis,
Missouri 63105.
The Trust presently offers shares of beneficial interest in seven
separate investment portfolios (each such portfolio being referred to as a
"Fund"): Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility Fund,
Lindner Bulwark Fund, Lindner/Ryback Small-Cap Fund, Lindner International
Fund, and Lindner Government Money Market Fund. Each Series offers Investor
Shares and Institutional Shares, except for the Government Money Market
Fund, which only offers Investor Shares. Each Fund 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 Fund belong only to, and are borne only by, that Fund
and no other.
Investor Shares and Institutional Shares are identical, except that
Institutional Shares are subject to an annual distribution and service fee
at a rate not to exceed 0.25% of the 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 1940 Act. 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 INSTITUTIONAL 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 AND POLICIES
The investment objectives of each Fund are described below. Differences in
objectives and policies among the Funds, differences in the degree of
acceptable risk, tax considerations and the judgment of the portfolio
manager are among the factors that can be anticipated to affect the
investment return of each Fund. As a result of such differences, the
performance results of each Fund may differ even though more than one Fund
may utilize similar investment techniques. Each Fund's investment
objective may not be changed without the approval of the holders of a
majority of the outstanding shares of each Fund, which is defined in the
1940 Act to mean the
<PAGE> 11
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.
Income Funds
The primary investment objective of three Funds is the production of
current income. In the case of the Dividend Fund and the Utility Fund,
capital appreciation is a secondary objective and, although a factor in
investment decisions, will be sought only in situations in which it is
compatible with this primary objective. The Government Money Market Fund
seeks to provide current income with emphasis on the preservation of capital
and liquidity. These three Funds are:
Lindner Dividend Fund. 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 Utility Fund. 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 to yield substantial investment income over
time: (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 se-
<PAGE> 12
curities issued or guaranteed by the United States or its agencies or
instrumentalities; and (6) Securities sold by companies or institutional
investors in private placement transactions which qualify as Rule 144A
Securities.
In accordance with its primary objective of producing current income,
substantially all of the Utility Fund's investments will be income producing
and, under normal circumstances, at least 65% of the Utility Fund's total
assets will be invested in common or preferred stocks issued by Utilities.
Under some circumstances, the Utility Fund may purchase securities not
paying dividends or interest at the time of purchase in anticipation that
the issuer of such securities will begin or resume the payment of dividends
or interest, as the case may be, in the foreseeable future. For temporary
defensive purposes, however, investments in common stocks may be
substantially reduced or eliminated if the Adviser considers market or
economic conditions to be unfavorable for investment in common stocks and
investment in preferred stocks may be reduced or eliminated if the Adviser
expects long-term interest rates to increase. Under the circumstances
described above, these stock investments will be replaced with bonds or
other debt instruments, including junk bonds (but only up to 35% of total
assets), whose interest rates and maturities are expected to provide optimum
income consistent with the protection of principal. Investments in
high-yield debt securities made for temporary defensive purposes will
generally emphasize those with short-term maturities in order to protect
principal and reduce the Fund's exposure to the price volatility of these
types of debt securities.
Lindner Government Money Market Fund. The Government Money Market Fund
seeks to achieve its objective by investing exclusively in United States
dollar denominated obligations. The dollar-weighted average maturity of the
Government Money Market Fund will not exceed 90 days, and all securities
purchased will have a maturity of 397 days or less at the time of
acquisition (except for securities underlying certain repurchase agreements
and certain variable rate and floating rate instruments). Normally, the
Government Money Market Fund will hold securities to maturity but may
dispose of any instrument if the Adviser deems the action appropriate
because of redemption requirements, reduction in credit quality, a reduction
in the instrument's rating, or other reasons. Even though most securities
are expected to be held to maturity, the fact that they will have maturities
of 397 days or less will result in high portfolio turnover. The Government
Money Market Fund seeks to maintain a constant $1.00 per share net asset
value, although this cannot be assured.
The Government Money Market Fund will invest in short-term securities
issued or guaranteed by the United States Government, its agencies and
instrumentalities and in repurchase agreements secured by such securities.
These include issues of the United States Treasury, such as bills, notes and
bonds, and issues of agencies and instrumentalities of the U.S. Government
which are established under the authority of an Act of Congress. Issues of
such agencies and instrumentalities may include, for example, securities
issued by the Government National Mortgage Association, the Tennessee Valley
Authority, the Farmers Home Administration, Federal Home Loan Banks, Federal
Intermediate Credit Banks, Federal Land Banks, Federal Housing
Administration, the Federal National Mortgage Association, the Federal Home
Loan Mortgage Corporation and the Student Loan Marketing Association. Some
of these securities, such as U.S. Treasury bills, notes and bonds, are
supported by the full faith and credit of the U.S. Treasury; others, such as
obligations of the Federal National Mortgage Association, are not full faith
and credit obligations of the
<PAGE> 13
U.S. Treasury but are supported to a limited extent by the discretionary
authority of the U.S. Treasury to make loans to the issuer; and others, such
as securities issued by the Federal Home Loan Banks, are sponsored by the
U.S. Government but are supported only by the credit of the instrumentality
itself. No assurance can be given that the U.S. Government would provide
financial support to its sponsored instrumentalities if it is not obligated
to do so by law. The Government Money Market Fund will invest in the
securities of such an instrumentality only when it is satisfied that the
credit risk with respect to such instrumentality is minimal. The Government
Money Market Fund does not invest in obligations insured by the Federal
Deposit Insurance Corporation.
In pursuit of its investment objective, the Government Money Market Fund
may engage in repurchase agreement transactions, and may from time to time
entirely comprise securities subject to repurchase agreements. Under the
terms of a typical repurchase agreement, the fund will acquire an underlying
debt obligation for a relatively short period (usually not more than one
week) subject to an obligation of the seller to repurchase, and the fund to
resell, the obligation at an agreed-upon price and time, thereby determining
the yield during the holding period. This arrangement results in a fixed
rate of return that is not subject to market fluctuations during the holding
period. Repurchase agreements are considered loans collateralized by the
underlying securities. The Government Money Market Fund may enter into
repurchase agreements with respect to its portfolio securities with brokers,
dealers, and commercial banks, and will engage in such transactions only
with institutions included on the Federal Reserve System's list of
institutions, commonly referred to as "primary dealers", with whom the
Federal Reserve open market desk will do business. Under each repurchase
agreement the selling institution will be required to maintain the value of
the securities subject to the repurchase agreement at not less than 102% of
their repurchase price. Repurchase agreements could involve certain risks
in the event of default or insolvency of the other party, including possible
delays or restrictions upon the Government Money Market Fund's ability to
dispose of the underlying securities. The Adviser, acting under the
supervision of the Trustees, reviews the credit-worthiness of institutions
with whom the Government Money Market Fund enters into repurchase agreements
to evaluate these risks, and also monitors the status of repurchase
agreements to insure that the value of the collateral equals or exceeds 102%
of the amount of the repurchase obligation and in the event of a shortfall
takes such action as it deems appropriate (which may include a demand for
additional collateral from the selling institution and will include such a
demand if the value of the collateral has fallen below 100% of the amount of
the repurchase obligation). This fund may also lend its portfolio
securities to brokers, dealers, and financial institutions provided that
cash or cash equivalent collateral, or letters of credit to the extent
permitted by law, equal to at least 100% of the market value of the
securities loaned, is maintained by the borrower. Any loans of portfolio
securities will be made according to guidelines established by the
Securities and Exchange Commission and the Trust's Board of Trustees.
Growth Funds
The primary investment objective of four Funds is growth through capital
appreciation. For each Fund, current income, although a factor in portfolio
selection, is secondary to its primary objective. These four Funds are:
Lindner Growth Fund. The Growth Fund will invest substantially all its
assets in common stocks or securities convertible into common stocks,
without regard to quality or rating. De-
<PAGE> 14
rivative 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 Bulwark Fund. The Bulwark Fund seeks growth of capital 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, and it 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. 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 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."
In addition, during the period that there has been a decline of more than
10% in either the S&P 500 Index or the Nasdaq Composite Index from their
respective 12-month high
<PAGE> 15
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.
The Bulwark Fund may engage in short-term transactions if such
transactions further its primary investment objective of growth of capital.
Short sales, trading in options and futures and trading in commodities are
typically short-term investments. 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 Bulwark Fund is expected to exceed 200%,
which is higher than most mutual funds. However, the Adviser does not
expect the annual portfolio turnover rate of the Bulwark Fund to exceed
450%. 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
Bulwark 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.
Lindner/Ryback Small-Cap Fund. The Small-Cap Fund intends to invest
substantially all its assets in common stocks or securities convertible into
common stocks, and will invest at least 65% of its total assets in companies
with a market capitalization of not more than $750 million. Market
capitalization means the total market value of a company's outstanding
common stock.
The Small-Cap Fund may invest in any or all of the following kinds of
securities: (1) Common stocks or securities convertible into common stocks;
(2) Non-convertible preferred stocks or bonds without regard to quality or
rating; (3) Debt securities issued or guaranteed by the United States or its
agencies or instrumentalities; (4) Securities sold by companies or
institutional investors in private placement transactions which qualify as
Rule 144A Securities; and (5) Securities issued by REITs which are listed on
a national securities exchange or eligible to be quoted in the Nasdaq Stock
Market. Derivative securities, such as warrants, will not be purchased but
may be retained if they are received as distributions from the issuers of
securities held by the Small-Cap Fund. Under temporary market or economic
conditions which the Adviser considers unfavorable to investments in common
stocks, the Small-Cap Fund may invest all or any portion of its assets for
defensive purposes in short-term United States government securities. As
among the several categories of investments described above, the Small-Cap
Fund may invest up to 20% of its assets in bonds and other forms of debt
securities including 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."
<PAGE> 16
Lindner International Fund. 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 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
<PAGE> 17
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.
INVESTMENT RESTRICTIONS
The investment restrictions listed below are among the restrictions that
have been adopted by the Funds as fundamental policies. See "Investment
Objectives, Policies and Restrictions" in the Statement of Additional
Information.
Foreign Securities
Under normal circumstances, the International Fund expects to invest at
least 65% of its assets in foreign securities. For the Utility Fund and
the 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, the Growth Fund and the 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
The Utility Fund and the Small-Cap Fund are prohibited from investing in
illiquid securities. The Government Money Market Fund may not invest more
than 10% of its net assets in securities restricted as to disposition under
the federal securities laws or which are otherwise considered to be
"illiquid" investments, such as restricted securities, securities having no
readily available market quotations, and repurchase agreements with
maturities of more than seven days. 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.
Repurchase Agreements
The Government Money Market Fund may not invest more than 20% of its net
assets in repurchase agreements with any one primary dealer.
<PAGE> 18
Diversification
Each Fund except the Bulwark Fund qualifies as a "diversified" investment
company under the 1940 Act, which means that the Fund 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, the 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. The 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). The Utility Fund will invest more than 25% of its assets in
Utilities, and will, under normal circumstances, have at least 65% of its
assets so invested. In addition, 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 when there has been a decline of more than 10% in
either the S&P 500 Index or the Nasdaq Composite Index from their respective
12-month high points.
Short Sales
Except for the 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, the 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,
the Dividend Fund, the Growth Fund and the 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 the Small-Cap Fund and the International Fund may invest up
to 15% of their total assets in such REITs.
Borrowing
The Dividend Fund, Utility Fund, Small-Cap Fund, International Fund and
Government Money Market 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 value of the
Funds' total assets at the time of the borrowings. On the other hand, the
Growth Fund and the Bulwark Fund may borrow from banks for any purpose,
including investment leveraging, but borrowing may not exceed 12.5% of total
assets in the case of the Growth Fund or 20% of total assets in the case of
the 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
<PAGE> 19
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 "Investment Objectives, Policies and Restrictions-Investment
Restrictions" in the Statement of Additional Information.
Common Risks
Rule 144A Securities. As noted above, some of the securities purchased
by the Funds may be in the form of securities sold by issuers or
institutional investors in private placement transactions which qualify as
Rule 144A Securities. Rule 144A Securities are subject to certain legal or
contractual restrictions on their resale, which might prevent their sale at
a time when a sale would otherwise be desirable. The National Association
of Securities Dealers ("NASD") maintains a computerized market in certain
Rule 144A Securities (known as the "PORTAL Market"). For many other Rule
144A Securities there is an active secondary trading market maintained by
large, national broker-dealers who provide continuous bid and asked
quotations for such securities. As a general rule, the Adviser intends to
limit the investments by each Fund in Rule 144A Securities to those which
are traded in the PORTAL Market or those for which a national broker-dealer
makes a market. In the opinion of the Trust's Board of Trustees, these
restrictions on investments in Rule 144A Securities make such investments
liquid rather than illiquid in nature. However, the Adviser may invest in
Rule 144A Securities that are not liquid, subject to the limitations on
illiquid investments described above under "Investment Restrictions-Illiquid
Securities". Rule 144A Securities bear an additional risk of lesser
liquidity under adverse market conditions.
REITs. All of the Funds except the Utility Fund and the Government Money
Market 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
<PAGE> 20
denominated, a heightened risk of adverse political and economic
developments and, with respect to certain countries, the possibility of
expropriation, nationalization of confiscatory taxation or limitations on
the removal of funds or other assets. Securities of some foreign companies
are less liquid and more volatile than securities of comparable domestic
companies. There also may be less publicly available information about
foreign issuers than domestic issuers, and foreign issuers generally are not
subject to uniform accounting, auditing and financial reporting standards,
practices and requirements applicable to domestic issuers. Certain markets
may require payment for securities before delivery. There may be limited
legal recourse against an issuer in the event of a 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.
Investments in foreign securities may be in the form of American
Depositary Receipts ("ADRs"), European Depository Receipts ("EDRs") or
similar securities, and these types of securities may not be denominated in
the same currency as the securities they represent. ADRs are receipts
typically issued by a United States bank or trust company evidencing
ownership of the underlying foreign securities, while EDRs are receipts
issued by a European financial institution evidencing a similar arrangement.
Generally, ADRs are issued in registered form for use in U.S. securities
markets and do not involve the same direct currency and liquidity risks as
foreign securities, while EDRs are issued in bearer form for use in European
securities markets.
The risks of investing in foreign securities may be intensified in the
case of investments in emerging markets or countries with limited or
developing capital markets. In particular, developing countries and
countries with emerging markets may have relatively unstable governments,
may present the risk of nationalization of businesses, may restrict foreign
ownership, may have economies based on only a few industries and securities
markets that trade a small number of securities and may have less protection
of property rights (including prohibitions on repatriation of assets) than
more developed countries. Securities of issuers located in developing
countries and countries with emerging markets may have limited marketability
and may be subject to more abrupt or erratic price fluctuations. For
example, any of the Funds other than the Government Money Market Fund may,
and currently the International Fund and the Utility Fund intend to, invest
in securities issued by companies organized under the laws of the Russian
Federation ("Russia"), either by purchasing such securities directly, by
purchasing ADRs or EDRs or by purchasing fractional undivided interests in
offshore trusts that invest in such securities. There are additional risks
associated with investing in securities of Russian issuers, including the
lack of available financial information which has been prepared and audited
in accordance with U.S. or Western European accounting principles and
auditing standards, the extremely volatile and often illiquid nature of the
secondary market for Russian securities, the lack of any modern system of
certification for Russian securities and the somewhat precarious "book
entry" system that exists for recording ownership of Russian securities
(which may adversely effect a person's ability to prove ownership of good
title to Russian securities), and the potential for unfavorable action by
the Russian government or any of its agencies or political subdivisions with
respect to investments in Russian securities by or for the benefit of
foreign (i.e., non-Russian) entities.
At times, foreign securities may be listed on foreign exchanges or traded in
foreign mar-
<PAGE> 21
kets which are open on days (such as Saturday) when a Fund does not compute
its price or accept orders for the purchase, redemption or exchange of its
shares. As a result, the net asset value of a Fund may be significantly
affected by trading on days when shareholders cannot make transactions.
The share price of a Fund that invests in foreign securities will reflect
movements of both the prices of the portfolio securities and the currencies
in which such securities are denominated. A Fund's foreign investments may
cause changes in share price that have a low correlation with movements in
the U.S. markets. Because most foreign securities will be denominated in
foreign currencies, or otherwise will have values that depend on the
performance of foreign currencies relative to the U.S. dollar, the relative
strength of the U.S. dollar may be an important factor in performance,
depending on the extent of a Fund's foreign investments.
The current investment policy for the International Fund provides that it
may conduct foreign currency exchange transactions on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign exchange currency market,
or on a forward basis to "lock in" the U.S. Dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying transactions, the International Fund attempts to protect itself
against possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the applicable foreign currency during the
period between the date the security is purchased or sold and the date such
payments are made or received.
The 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. The Appendix to this Prospectus
contains a description of ratings assigned to corporate debt securities by
Standard & Poor's Ratings Group ("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, and are often referred to as "junk bonds." 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 junk bonds, 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
<PAGE> 22
yield, the issuer's creditworthiness, overall rate of return, strength of
management, responsiveness to business conditions, and current and
anticipated results of operations.
Junk bonds 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 junk bonds 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 junk bond 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 junk bonds will fluctuate over time, reflecting
not only changing interest rates but the market's perception of credit
quality and the outlook for economic growth. When economic conditions
appear to be deteriorating, lower rated securities are likely to decline in
value due to heightened concern over credit quality, regardless of
prevailing interest rates. Under adverse economic conditions, the liquidity
of the secondary market for junk bonds may be significantly reduced. Even
under normal conditions, the market for junk bonds may be less liquid than
the market for investment grade securities. There are fewer securities
dealers in the junk bond market, and purchasers of junk bonds are
concentrated among a smaller group of securities dealers and institutional
investors. In periods of reduced market liquidity, the market for junk
bonds may become more volatile and there may be significant disparities in
the prices quoted for junk bonds 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 junk bonds 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 junk bonds. 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 junk bonds.
For the fiscal year ended June 30, 1997, based on the dollar-weighted
average of all bonds held during the fiscal year (computed monthly), and any
credit ratings assigned to such bonds by S&P, certain of the Funds had in
excess of 5% of their total investments in junk bonds, as follows:
S&P Percentage of
Rating Total Investments
------ -----------------
Lindner Dividend Fund: B+ 4.20%
B 1.87%
B- 4.40%
BB 0.93%
BB- 2.63%
BBB+ 0.53%
BBB- 0.93%
CCC+ 0.09%
CCC 1.26%
CCC- 0.02%
Unrated 8.57%
----
Total 25.43%
Lindner Bulwark Fund: Unrated 12.18%
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
<PAGE> 23
at least equal at all times to the value of the securities lent,
marked-to-market on a daily basis. The collateral will consist of cash or
cash equivalents (e.g., United States government securities). While the
securities are being lent, these Funds will continue to receive the
equivalent of the dividends or interest earned on the securities. The risks
in lending securities consist of possible delays in receiving additional
collateral or in the return of the securities or loss of rights in the
collateral in the event the borrower fails financially. Loans of securities
will only be made to borrowers deemed by the Adviser to be creditworthy and
will not be made unless, in the judgment of the Adviser, the additional
income to be earned through the making of such loans is sufficient to
justify the risk.
General. There is no assurance that any Fund's objectives will be met or
that there will not be substantial losses in any given investment. Also, at
any time, the value of each of the Fund's shares may be more or less than
the investor's cost. The Funds are not intended for investors who have as
their objective assured conservation of capital. The policies of each Fund
prohibit investments in securities issued by a broker-dealer that executes
the Fund's portfolio brokerage transactions.
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.
Lindner Growth Fund and Lindner Bulwark Fund
Borrowing by the Funds (Leverage). The Growth Fund and the 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
<PAGE> 24
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 12.5% 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 the 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.
The 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.
The 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. The 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 junk
bonds (see "Common Risks - High-Risk/High-Yield, Low-Rated Securities") but
generally are less liquid. Therefore, the Bulwark Fund will not purchase
<PAGE> 25
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. The 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. The Bulwark Fund may buy and sell options in
order to manage its exposure to changing security prices and interest rates.
Options and futures strategies such as selling futures, buying puts and
writing calls are intended to hedge the Bulwark Fund against price
fluctuations in periods of general market declines. The purchase of
futures, calls and the writing of puts are intended to increase the Bulwark
Fund's market exposure and will be utilized to a much lesser degree.
Options and futures may be combined with each other in order to adjust the
risk and return characteristics of the overall strategy. The Bulwark Fund
may invest in options and futures based on any type of security or index,
including options and futures traded on foreign exchanges and options not
traded on exchanges.
Options and futures are volatile investments and involve risks which may
lower the Bulwark Fund's return. Options and futures not traded on
exchanges or traded on foreign exchanges are not regulated by U.S.
authorities and may offer less liquidity and less protection to the Bulwark
Fund if the other party to the contract defaults. The Bulwark Fund could
experience losses on its options and futures positions if they do not
correspond to the market's direction or if it could not close out its
positions because of illiquid markets. The purchase of options involves the
payment of a premium to the value of the underlying security or index which
will be lost if the price of the underlying instrument is unchanged or moves
in an adverse direction during the options finite life. The Bulwark Fund
will not hedge more than 25% of its total assets by selling futures, writing
calls or purchasing puts under normal conditions nor will the Bulwark Fund
buy futures or write puts whose underlying value exceeds 25% of its total
assets. Additionally, the Bulwark Fund will not purchase put or call
options on investment securities with an aggregate value exceeding 5% of its
total assets, nor will the Bulwark Fund enter into futures or option
contracts with respect to precious metals that are not for hedging purposes
if the aggregate initial margins for such futures or option contracts exceed
5% of the Bulwark Fund's net assets.
Mortgage-Backed Securities and Mortgage Derivatives. The 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
<PAGE> 26
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, 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. 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
the Bulwark Fund, which, include, among others, the following:
--Fluctuations in the Prices of Precious Metals. Gold and other
precious metals are commodities sold in an international market and
their prices may be affected by rapidly changing international
policies and events. As a result, the prices of gold and other
precious metals have been subject to dramatic price movement,
upwards and downwards, over short periods of time. Such price
movements will also affect the price of securities issued by
companies engaged in the production of precious metals and other
natural resources.
--Concentration of Source of Gold Supply. The United States and the
Republic of South Africa are the two largest producers of gold
bullion. Present political and economic uncertainties in the
Republic of South Africa could increase the volatility of gold
bullion prices and have a collateral affect of the prices of other
precious metals.
--Lack of diversification. The intention of the Bulwark Fund to
invest up to 25% of its total assets in the securities of companies
associated with the production of precious metals and other natural
resources and up to 25% of its total assets directly in precious
metals will concentrate the Bulwark Fund's investments in a limited
number of similar industry segments. This lack of diversification
could increase the risk associated with an investment in the Fund.
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.
<PAGE> 27
Lindner International Fund and Lindner Government Money Market Fund
Repurchase Agreements. The International Fund and the Government Money
Market 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 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 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 Fund may encounter delays and
incur costs in liquidating the underlying security. The 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 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 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 serves as investment adviser to each Fund. Ryback
Management is also the Administrator, Transfer Agent, and Dividend
Disbursing Agent for the Funds. 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 is also registered as a stock transfer agent
with the Securities and Exchange Commission. Ryback is controlled by the
George F. Valassis Stock Trust u/a dated March 11, 1997 (the "Valassis
Trust") and certain other trusts established for the benefit of Mr.
Valassis's family members which as of August 31, 1997 collectively owned
77.5% of the voting securities of the Adviser. The remaining 22.5% of the
stock of the Adviser is owned by Eric Ryback, the President of the Adviser.
As of August 31, 1997, the Adviser managed over $3.6 billion of
assets.
Ryback Management has authorized any of its directors, officers, and
employees who have been elected as officers or Trustees of the Funds to
serve in the capacities to which they have been elected. All services
furnished to the Funds by Ryback Management may be furnished through the
medium of any of its directors, officers, or employees. Ryback Management
bears the salaries and expenses of all of its personnel providing services
to the
<PAGE> 28
Funds and all expenses incurred by Ryback Management in connection with
administering the ordinary course of the Funds' business, other than those
assumed by the Funds.
Eric E. Ryback has been the manager of Lindner Dividend Fund and its
predecessor since 1984. Mr. Ryback, Lawrence G. Callahan and Robert T.
Buettner are co-managers of Lindner Bulwark Fund (Messrs. Ryback and
Callahan since its inception in February 1994 and Mr. Buettner since January
1996.) 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 Richard H. Eckenrodt
co-manage Lindner Utility Fund (Mr. Ryback since its inception in 1993 and
Mr. Eckenrodt since March 1996). Mr. Ryback and Donald B. Wang co-manage
Lindner/Ryback Small-Cap Fund (Mr. Ryback since its inception in 1994 and
Mr. Wang since January 1996). Mr. Ryback and Mr. Lange have also been
co-managers of Lindner International Fund since its inception in January
1995.
Under Advisory Contracts with the Trust approved by shareholders of each
Fund, 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 S&P 500 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 per-
<PAGE> 29
formance, 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
receives a monthly management fee (before reimbursement of expenses to each
Fund, if any) equal to 1/12th of 7/10 of 1% on the first $50,000,000, 1/12th
of 6/10ths of 1% of the next $150,000,000 and 1/12th of 5/10ths of 1% of the
excess of $200,000,000 of average daily net assets. For Lindner Bulwark
Fund and Lindner International Fund, the Adviser will receive a monthly
management fee (before reimbursement of expenses to the Fund, if any) equal
to 1/12th of 1% of average daily net assets of the Fund. The management
fees for the Bulwark Fund and the International Fund are considered higher
than the fees paid by most other mutual funds, and are believed to be
warranted in view of the wide scope of specialized investment activities
contemplated by the Adviser for these two Funds. For the Government Money
Market Fund, the Adviser receives a monthly management fee (before any
waiver or expense reimbursement by the Adviser) equal to 1/12th of 0.15% of
the average daily assets of that Fund.
Subadviser (Government Money Market Fund)
With regard to the Lindner Government Money Market Fund only, the Adviser
has entered into a Subadvisory Agreement with Star Bank, N.A. ("Star Bank"
or the "Subadviser"), a national banking association. The Subadviser was
founded in 1863 and is the largest bank and trust organization of StarBanc
Corporation. Star Bank's expertise in trust administration, investments and
estate planning ranks it among the most predominant trust institutions in
Ohio, with assets of $10.3 billion as of August 31, 1997. Star Bank has
managed commingled funds since 1957. As of August 31, 1997, Star Bank
managed nine mutual funds having a market value in excess of $2.0 billion.
As a part of its regular banking operations, Star Bank may make loans to
public companies. Thus, it may be possible from time to time for the Fund
to hold or acquire securities of companies that are also borrowing clients
of Star Bank. Both the Adviser and the Subadviser believe that any such
relationship will not be a factor in the selection of portfolio securities
for the Fund. The Subadviser's business address is 425 Walnut Street,
Cincinnati, Ohio 45202.
Transfer and Dividend Paying Agent
Ryback Management acts as the Funds' transfer and dividend paying agent.
Ryback 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 ($0.8333 in the case of the
Lindner Government Money Market Fund) per shareholder account per month plus
reimbursement of all costs.
Administrator (Government Money Market Fund)
The Administrative Services Agreement between the Lindner Government
Money Market Fund and Ryback Management provides for compensation to Ryback
Management for its services as administrator of an amount equal to 0.20% of
the Fund's average net assets on an annual basis.
Custodians
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. Star Bank also
receives compen-
<PAGE> 30
sation for costs associated with clearing redemption drafts, and for its
standard bank charges for processing lock box deposits, processing
redemption drafts, and performing other banking services. 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.
Fund Expenses
The Fund is responsible for the payment of its expenses. These include,
for example, fees payable to the Adviser or expenses otherwise incurred by
the Fund in connection with the management of the investment of the Fund's
assets, the fees and expenses of Star Bank as the Fund's Custodian and of
Ryback Management as its transfer and dividend disbursing agent, the fees
payable to Ryback Management under the Administrative Services Agreement,
the fees and expenses of Trustees who are not affiliated with the Adviser,
and various other business expenses of the Fund. The Statement of
Additional Information describes in more detail the fees and expenses borne
by the Fund.
The Fund pays a proportionate part of all other costs and expenses of the
Trust, including interest, taxes, fees of Trustees who are not interested
persons of the Trust, the administrative expenses related directly to the
issuance and redemption of shares (such as expenses of registering or
qualifying shares for sale, charges of custodians, transfer agents, and
registrars), the costs of printing and mailing reports and notices to
shareholders, charges for auditing services and legal services, and other
fees and commissions of every kind not expressly assumed by the Adviser.
EFFECT OF BANKING LAWS
The Glass-Steagall Act and other banking laws and regulations presently
prohibit a bank holding company registered under the federal Bank Holding
Company Act of 1956, as amended, or any affiliate of such a bank holding
company, from sponsoring, organizing or controlling a registered open-end
investment company continuously engaged in the issuance of its shares, and
from issuing, underwriting, selling or distributing securities in general.
Such laws and regulations do not prohibit such a bank holding company or its
affiliates from acting as an investment adviser, transfer agent or custodian
to such an investment company or from purchasing shares of such an
investment company as agent for and upon the order of their customers. The
Lindner Government Money Market Fund's Subadviser, Star Bank, is subject to
such laws and regulations.
Star Bank believes that it may perform the services of a Subadviser to
the Lindner Government Money Market Fund without violating the Glass-
Steagall Act or other applicable banking laws or regulations. Changes in
either federal or state laws and regulations relating
<PAGE> 31
to the permissible activities of banks and their subsidiaries or affiliates,
as well as further judicial or administrative decisions or interpretations
of laws and regulations, could prevent Star Bank from continuing to perform
all or a part of the services provided to the Money Market Fund. In such
event, changes in the operations of the Money Market Fund may occur, and the
Board of Trustees of the Trust would then consider alternative arrangements
with a subadviser and other means of continuing available investment
services.
DIVIDENDS, DISTRIBUTION AND TAXES
Payment of Dividends and Distributions
--Record Date: the date the Fund identifies its "shareholders of
record" (shareholders entitled to receive the fund's dividend and/or
capital gains distribution).
--Ex-Dividend Date: the date the value of the dividend is deducted
from the net asset value (NAV). Also, the date dividends and/or
capital gains are posted. For the Funds, this is normally the day
after the Record Date.
--Payment Date (Payable Date): the date dividends and/or capital
gains distributions are paid to shareholders.
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 in December, following the end of the fiscal year
of these Funds. The policy of Lindner Dividend Fund and Lindner Utility
Fund is to distribute substantially all of its net investment income through
the payment of quarterly dividends generally declared in March, June,
September and December, within 15 days after the respective record dates.
Net realized capital gains, if any, will be distributed by all Funds in
December, following the end of the fiscal year of these Funds.
Dividends paid by each Class of these Funds 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".
For the Government Money Market Fund, on each business day that the New
York Stock Exchange and the Federal Reserve Banks are open, the Government
Money Market Fund's net investment income will be declared at the close of
the Exchange as a daily dividend to shareholders of record prior to such
close. Shareholders will receive dividends in additional shares of the
Government Money Market Fund unless they elect to receive cash.
Reinvestment or payment of dividends will be effected monthly at the net
asset value of the Government Money Market Fund on the date effected and
will include fractional shares if necessary. If cash payment is requested,
checks will be mailed within five business days after the last day of each
month. If a shareholder wishes to redeem his or her entire shareholdings in
the Government Money Market Fund, all dividends accrued to the time of
redemption will be paid to the shareholder at that time.
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 in-
<PAGE> 32
vestment income and from net realized capital gains in 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.
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. Shareholders should also note that in certain cases a Fund will be
required to withhold 31% of dividends or sale proceeds otherwise due to a
shareholder (see "Withholding Certification").
For federal income tax purposes, distributions will be taxable as
ordinary income to the extent derived from a Fund's investment income and
net short-term capital gains. Pursuant to the Taxpayer Relief Act of 1997,
two different tax rates apply to distributions of net capital gains. One
rate (generally, 28%) applies to net gains on capital assets held for more
than one year but less than 18 months ("mid-term gains") and a second,
preferred rate (generally 20%) applies to net gains on capital assets held
for more than 18 months ("adjusted net capital gains") . Distributions of
net capital gains will be treated in the hands of shareholders as mid-term
gains to the extent designated by a Fund as deriving from net gains from
assets held for more than one year but not more than 18 months, and the
balance will be treated as adjusted net capital gains. Distributions of
mid-term gains and adjusted net capital gains will be taxable as such,
regardless of how long shares have been held.
Dividends Received Deduction
Dividends from domestic corporations (other than capital gain distributions)
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. Because none of the
Government Money Market Fund's net investment income is expected to be
derived from dividends, no part of any distribution from that Fund will be
eligible for the dividends received deduction for corporations.
<PAGE> 33
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. In addition, shareholders should review with their
tax adviser the effect of investments by the Government Money Market Fund in
repurchase agreements; several states treat the income received by a mutual
fund from repurchase agreements as income from sources other than securities
of the United States Government or its agencies or instrumentalities, and
such income may be subject to state income or intangibles taxes.
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.
The foregoing discussion of tax consequences is based on tax laws and
regulations in effect on the date of this Prospectus, which are subject to
change by legislative or administrative action.
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 distributions ("backup
withholding") if (i) a shareholder fails to certify as to his taxpayer
identification number, (ii) a shareholder fails to certify that he is not
subject to withholding, (iii) the Internal Revenue Service notifies the Fund
that a shareholder has furnished an incorrect taxpayer identification
number, or (iv) the Internal Revenue Service notifies the Fund that a
shareholder has under reported interest or dividends in the past. Investors
may use the certification statement on the "Share Purchase Application" in
lieu of IRS Form W-9 when establishing a new account. Dividends to
shareholders who are non-resident aliens may be subject to a 30% United
States withholding tax unless a reduced rate of withholding exemption is
provided by treaty. Non-resident investors are urged to consult their own
tax advisers concerning the applicability of the United States withholding
tax.
PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES
Investors may purchase Investor Shares directly from a Fund at the per share
net asset value for shares of that Class of the Fund. Institutional
investors who have written distribution or service agreements with the Trust
or Ryback may purchase Institutional Shares directly from a Fund at the per
share net asset value for shares of that Class of the Fund. Each Fund
determines net asset value per share 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 a Fund prior to the Fund's next determination of net
asset value per share in order to obtain the purchase
<PAGE> 34
price that would be applicable if the order had been placed directly with
the Fund. 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 a Fund. See "Pricing of Shares for Purchase or
Redemption".
Subject to the requirements of the 1940 Act, a Fund, at its discretion, may
issue Investor Shares in exchange for acceptable quantities of publicly
traded securities meeting the Fund's criteria for purchase or retention.
Such an exchange will result in a taxable transaction to the person
acquiring any shares of a Fund. A Fund 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.
Establishing a New Account
In order to establish a new account with any of the Funds, a written "Share
Purchase Application" for the purchase of shares must be submitted 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.
All applications to purchase shares are subject to acceptance or
rejection by authorized officers of the Fund and are not binding until
accepted. Applications will not be accepted unless they are accompanied by
payment in U.S. funds. Payment should be made by check drawn on a U.S.
bank, savings and loan or credit union. The Custodian will charge a $15 fee
against a shareholder's account for any payment check returned to the
Custodian for insufficient funds, and the investor involved will be
responsible for any loss incurred by the Fund. It is the policy of the Fund
not to accept applications under circumstances or in amounts considered
disadvantageous for shareholders. For example, if an individual previously
tried to purchase shares with a bad check, or the proper social security
number or taxpayer identification number is omitted, the Fund reserves the
right not to accept future applications from that individual. Any accounts
(including custodial accounts) opened without a proper social security
number or taxpayer identification number may be liquidated and distributed
to the owner(s) of record on the first business day following the 60th day
of investment, net of the back-up withholding tax amount.
The Fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposit in the mail or with
such services of purchase applications does not constitute receipt by the
Fund. Correspondence intended for overnight courier should not be sent to
the Post Office Box address.
The minimum initial purchase for Investor Shares of Lindner Dividend
Fund, Lindner Government Money Market 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 (other than the Government Money Market Fund) is $250. Subsequent
purchases of shares of either Class must be in amounts of at least $100
except in the case of dividend reinvestment.
Shareholders who maintain the minimum investment in at least one account
may open additional accounts in any fund with a minimum of $500. Where such
additional accounts will be registered as a Uniform Gift to Minors (UGMA) or
a Uniform Transfer to Minors (UTMA), the minimum investment for any fund is
$250.
<PAGE> 35
Additional Purchases
Additional purchases may also be made by one of the following
methods:
By Mail. Investors may make additional purchases by mailing the remittance
slip, 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 following address: Lindner Funds, P.O. Box 640672,
Cincinnati, Ohio 45264-0672.
By Automated Clearing House. See also "Automatic Investment Plan" and
"Payroll Deduction". Shareholders may request purchase of shares by
Automated Clearing House (ACH), a free electronic transfer service. It
takes 15 days from the date we receive your request to establish ACH. Once
ACH is in place, investors may call or write to purchase shares via ACH.
ACH purchases in a given Lindner Funds account MAY NOT EXCEED the current
value of that account. ACH purchases will be debited the day of the order.
Please make sure that the funds are available. A fee will be applied to all
returned ACH purchases. Call Customer Service at (800) 995-7777 or (314)
727-5305 for a form to establish ACH.
By Wire. Shareholders may purchase additional shares of either Class by
wiring the amount of a purchase to the Funds' domestic custodian, Star Bank,
N.A. Prior to sending a wire, call the Customer Service Department at (800)
995-7777 or (314) 727-5305. The wire must be received by 4:00 p.m., Eastern
Time to receive that business day's closing price. Your bank may charge a
fee to wire funds. For purchases under $1,000, we will deduct a wire fee
from the monies 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
(800) 995-7777. Payment must be received no later than five 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 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. Dividend payments and reinvestments will
be reflected on a shareholder's quarterly consolidated statement. Any
discrepancies should be brought to the attention of the Transfer Agent
within 30 days
<PAGE> 36
of receipt. In addition, upon receipt of a written request signed by all
account owners and a $25.00 fee for each account researched, the Transfer
Agent will provide a listing of the shareholder's account history. Checks
should be payable to "Ryback Management". Due to extreme volume during
certain times of the year, requests for account histories may take two to
three weeks for delivery. All requests are completed on a first-come, first-
served basis.
ONCE A SHAREHOLDER HAS MAILED, TELEPHONED OR OTHERWISE TRANSMITTED
INVESTMENT INSTRUCTIONS TO THE FUNDS, IT MAY NOT BE MODIFIED OR CANCELED.
The Funds cannot accept investments specifying a certain price or date and
will not honor such requests.
Issuing Certificates
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 or for shares in the Lindner Government Money Market Fund. 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.
Processing Intermediaries
Shares of a Fund may be purchased through certain broker-dealers,
financial institutions or other service providers ("Processing
Intermediaries"). When shares of a Fund are purchased in this way, the
Processing Intermediary, rather than its customer, may be the shareholder of
record. Processing Intermediaries may use procedures and impose
restrictions in addition to or different from those applicable to
shareholders who invest in a Fund directly. An investor intending to invest
in a Fund through a Processing Intermediary should read the program
materials provided by the Processing Intermediary in conjunction with this
Prospectus. Processing Intermediaries may charge fees or other charges for
the services they provide to their customers. Investors who do not wish to
receive the services of a Processing Intermediary, or pay the fees that may
be charged for such services, may want to consider investing directly with a
Fund. Direct purchase or sale of shares of a Fund may be made without a
sales or redemption charge.
REDEMPTION OF SHARES
A shareholder may sell 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.
<PAGE> 37
THE FOLLOWING REDEMPTION REQUESTS MUST BE IN WRITING AND MUST HAVE
SIGNATURES GUARANTEED (INCLUDING THE SIGNATURES ON ANY SHARE CERTIFICATE) BY
A BANK, TRUST COMPANY, SAVINGS AND LOAN ASSOCIATION, OR A MEMBER OF A
NATIONAL STOCK EXCHANGE (A NOTARY PUBLIC IS NOT AN ACCEPTABLE GUARANTOR):
(1) redemptions on accounts that have requested an address change within the
preceding three months; (2) redemptions for which the proceeds are to be
sent to someone other than the registered shareholder(s) and/or to an
address other than the address of record; or (3) redemptions for which the
proceeds are to be wired and the wire instructions are different than those
previously submitted.
THE FOLLOWING REDEMPTIONS MUST BE IN WRITING, BUT DO NOT REQUIRE SIGNATURE
GUARANTEE (UNLESS ONE OF THE ABOVE CIRCUMSTANCES APPLIES): (1) all IRA
accounts, and (2) redemptions of shares for which certificates have been
issued. IRA account redemptions must also be accompanied by Internal
Revenue Service Form W-4P. IRA redemption requests not accompanied by Form
W-4P will be subject to withholding. Additional documentation may be
required from corporations, executors, administrators, trustees, or
guardians.
If there is doubt as to what documents or instructions are necessary in
order to redeem shares, please write, or call the Fund at (800) 995-7777,
prior to submitting the redemption request. A redemption request will not
become effective until all documents have been received in good order by the
Fund. Redemptions cannot be accomplished by telegraphing the Fund. The
redemption price is the net asset value next computed after the time of
receipt by the Fund of the written request in good order set forth above.
The Fund reserves the right to hold payment up to 15 days or until satisfied
that investments made by check have been collected. During the period prior
to the time the shares are redeemed, dividends on such shares will accrue
and be payable, and an investor will be entitled to exercise all other
rights of beneficial ownership. Once a shareholder has requested a
redemption, it may not be modified or canceled.
By Telephone. By prepaid telephone call to the Funds at (800) 995-7777
requesting that the proceeds be mailed to the shareholder, provided that he
or she has previously established Telephone Privileges with the Funds (see
"Share Purchase Application") and has 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.
In addition to the requirements described in the preceding paragraph, 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 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 through third parties. The redemption of shares through
Processing Intermediaries broker-dealers or other financial
<PAGE> 38
institutions may be subject to a service fee by those entities. Processing
Intermediaries may use procedures and impose restrictions in addition to or
different from those applicable to shareholders who invest in a Fund
directly. An investor should read the program materials provided by the
Processing Intermediary. A Processing Intermediary has the responsibility
of submitting a redemption request to a Fund prior to the Fund's 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
Fund. A Processing Intermediary may be liable to an investor for any losses
arising from their failure to timely deliver redemption requests to a Fund.
See "Pricing of Shares for Purchase or Redemption".
Disbursement by mail. The Funds will normally disburse payment by check
within five days after their receipt of a shareholder request for
redemption. A charge of $15 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 five 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
per wire), which will be deducted from the amount being wired.
By Automated Clearing House ("ACH"). A shareholder may obtain the proceeds
of a redemption by Automated 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 five 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 ac-
<PAGE> 39
count has a net asset value of less than $3,000 due to the shareholder's
redemptions. During the 30-day notice period, the shareholder may make an
additional investment in an amount that will increase the value of the
account to at least $3,000 ($2,000 in the case of the Dividend Fund,
Government Money Market Fund, and the Growth Fund).
Redemption Draft Privileges (Government Money Market Fund)
The Government Money Market Fund will provide each shareholder who
maintains a minimum balance of $5,000 with drafts ("Redemption Drafts")
drawn on the Government Money Market Fund that will clear through Star Bank,
N.A., Cincinnati, Ohio. This privilege does not constitute a banking
function, and owning Government Money Market Fund shares is not equivalent
to a bank checking account. When such a Redemption Draft is presented for
payment, a sufficient number of whole and fractional shares in the
shareholder's account in the Government Money Market Fund to which the
Redemption Draft relates will be redeemed to cover the amount of the
Redemption Draft. Redemption Drafts may only be written for $500 or more.
A shareholder wishing to use this method of redemption must complete and
file an authorization form which is available upon request. An initial
supply of Redemption Drafts should be received within three weeks
thereafter. If the shares to be redeemed were purchased by check, the
Government Money Market Fund may delay transmittal of redemption proceeds
only until such time as it is reasonably assured that good payment has been
collected for the purchase of such shares, which may be up to 15 or more
days.
The Government Money Market Fund may refuse to honor Redemption Drafts
whenever the right of redemption has been suspended or postponed or whenever
the account is otherwise impaired. A $15 service fee will be charged when a
Redemption Draft is presented to redeem shares of the Government Money
Market Fund in excess of the value of the shareholder's account in the
Government Money Market Fund. At the date of this Prospectus, there is no
other service fee associated with the Redemption Draft privilege.
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. Before exchanging
shares, investors should read the current prospectus describing the shares
to be acquired. 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. The Funds reserve the right
to limit the amount and frequency of exchanges between the Funds in
circumstances it deems disadvantageous to the Funds. 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
<PAGE> 40
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
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 CANCELED.
(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.
(7) If the request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, Ryback 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.
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 $50 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 Automated Clearing House (ACH). ACH is a convenient electronic funds
transfer service that is used by thousands of corporations and individuals.
Lindner Investments will accept a shareholder's direct deposit in amounts of
at least $50 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
<PAGE> 41
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 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. An annual administrative fee
(currently $10) per IRA account will apply and may be paid separately by
check.
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. A "Prior Year Contribution" is an IRA
contribution made between January 1 and April 15 for the prior calendar tax
year. A "Current Year Contribution" is an IRA contribution made between
January 1 and December 31 for the current calendar tax year. If no tax year
is indicated, the IRA contribution will be considered a "Current Year
Contribution". 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
<PAGE> 42
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.
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 (usually
4:00 p.m., Eastern 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.
The net asset value of a share of the Government Money Market Fund is
expected by management of the Trust to remain at $1.00 per share. Portfolio
securities of the Government Money Market Fund are valued on an amortized
cost basis, whereby a security is initially valued at its acquisition cost.
Thereafter, a constant straight-line amortization is assumed each day
regardless of the impact of fluctuating interest rates. Pursuant to Rule
2a-7 under the 1940 Act, the Board of Trustees has established procedures
designed to stabilize the net asset value per share at $1.00. Under most
conditions, management of the
<PAGE> 43
Trust believes that this will be possible, but there can be no assurance
that they can do so on a continuous basis. In connection with its use of
the amortized cost method of valuation and in order to hold itself out as a
"money market" fund, the Government Money Market Fund will comply with the
applicable provisions of Rule 2a-7, and particularly the dollar-weighted
average portfolio maturity requirements, the requirements designed to limit
its portfolio investments to those instruments which present minimal credit
risks, and the portfolio diversification requirements set forth in Rule 2a-
7. Calculations are done periodically to compare the value of the Fund's
portfolio at amortized cost as compared to current market values. In the
event that the per share net asset value should deviate from $1.00 by 1/2 of
1% or more, the Board of Trustees will promptly consider what action, if
any, should be taken.
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 payments 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.
PERFORMANCE
All Funds Other Than the Government Money Market Fund
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
<PAGE> 44
time. Because Institutional Shares pay a fee pursuant to the Trust's
Distribution Plan, the performance of Institutional Shares will be lower
than that of Investor Shares. See "Fund Expenses" and "Distribution and
Service Plan".
"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; however, as with
other performance data, performance comparisons should not be considered
representative of a Fund's 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, 1997, which may be obtained without charge.
Set forth below are line graphs showing the performance of Investor
Shares and Institutional Shares of each Fund in comparison to certain
selected broad-based securities market indices that the Adviser deems to be
appropriate, showing the value of a hypothetical $10,000 initial investment
in Investor Shares and Institutional 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, or since Institutional Shares of a particular
Fund were initially sold, where 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.
<PAGE> 45
LINDNER DIVIDEND FUND
Comparison of change in value of $10,000 invested in the S&P 500 Index, in
Investor Shares and in Institutional Shares of the Lindner Dividend Fund:
S&P 500 Lindner Dividend S&P 500 Lindner Dividend
June 30 Index Fund-Investor Shares Index Fund-Institutional Shares
- ------ ------- -------------------- ------- --------------------
1987 $10,000 $10,000
1988 9,308 10,716
1989 11,216 12,488
1990 13,021 12,687
1991 14,025 13,816
1992 15,903 17,081
1993 18,067 20,492
1994 18,320 20,797
1995 23,089 23,253
1996 29,088 27,007 $10,000 (1) $10,000 (1)
1997 39,177 29,370 14,114 10,984
- ------------
(1) Commencing July 9, 1996
Average annual total return for periods ended June 30, 1997:
Investor Shares Institutional Shares
--------------- --------------------
1 Year 8.75% Since Inception 9.84%
5 Year 11.45%
10 Year 11.38%
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE
LINDNER GROWTH FUND
Comparison of change in value of $10,000 invested in the S&P 500 Index, in
Investor Shares and in Institutional Shares of the Lindner Growth Fund:
S&P 500 Lindner Growth S&P 500 Lindner Growth
June 30 Index Fund-Investor Shares Index Fund-Institutional Shares
- ------ ------- -------------------- ------- -------------------------
1987 $10,000 $10,000
1988 9,308 10,749
1989 11,216 12,524
1990 13,021 13,512
1991 14,025 13,481
1992 15,903 15,851
1993 18,067 18,208
1994 18,320 19,087
1995 23,089 21,929
1996 29,088 26,743 $10,000 (1) $10,000 (1)
1997 39,177 30,085 13,978 11,535
- ----------
(1) Commencing July 12, 1996
Average annual total return for periods ended June 30, 1997:
Investor Shares Institutional Shares
--------------- --------------------
1 Year 12.50% Since Inception 15.36%
5 Year 13.68%
10 Year 11.65%
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE
<PAGE> 46
LINDNER UTILITY FUND
Comparison of change in value of $10,000 invested in the NYSE Utilities
Index, the Dow Jones Utility Index and the Lindner Utility Fund:
Dow Jones NYSE Utilities S&P Utility Lindner Utility
June 30 Utilities Index Index Fund-Investor Shares
- ------- --------- -------------- ----------- --------------------
1993 $10,000 (1) $10,000 (1) $10,000 (1) $10,000 (1)
1994 7,508 8,641 8,628 10,039
1995 9,141 9,751 9,942 11,295
1996 10,557 11,959 12,298 15,290
1997 11,461 13,928 12,971 17,474
Dow Jones NYSE Utilities S&P Utility Lindner Utility
June 30 Utilities Index Index Fund-Institutional Shares
- ------- --------- -------------- ----------- ----------------------
1996 $10,000 (2) $10,000 (2) $10,000 (2) $10,000 (2)
1997 12,174 15,120 10,625 11,452
- -----------
(1) Commencing October 4, 1993
(2) Commencing October 31, 1996
Average annual total return for periods ended June 30, 1997:
Investor Shares Institutional Shares
--------------- ---------------------
1 Year 14.29% Since Inception 14.52%
Since Inception....16.05%
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE
LINDNER BULWARK FUND
Comparison of change in value of $10,000 invested in the S&P 500 Index and
in Investor Shares and Institutional Shares of the Lindner Bulwark Fund:
Date of S&P 500 Lindner Bulwark S&P 500 Lindner Bulwark
Inception Index Fund-Investor Shares Index Fund-Institutional
Shares
- --------- ------- ------------------- ------- ---------------------
2/11/1994 $10,000 $10,000
June 30
- -------
1994 9,556 10,244
1995 12,043 10,254
1996 15,172 12,657 $10,000 (1) $10,000 (1)
1997 20,434 10,324 13,989 8,139
- ----------
(1) Commencing July 11, 1996
Average annual total return for periods ended June 30, 1997:
Investor Shares Institutional Shares
--------------- --------------------
1 Year -18.43% Since Inception -18.61%
Since Inception 0.94%
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE
<PAGE> 47
LINDNER/RYBACK SMALL-CAP FUND
Comparison of change in value of $10,000 invested in the Russell 2000 Index
and the Lindner/Ryback Small-Cap Fund:
Russell 2000 Lindner/Ryback Russell 2000 Lindner/Ryback
Date of Small-Cap Small-Cap Fund Small-Cap Small-Cap Fund
Inception Index Investor Shares Index Institutional Shares
- --------- ------------ -------------- ------------ ------------------
1/24/1994 $10,000 $10,000
June 30
- ------
1994 9,140 9,580
1995 10,815 10,954
1996 13,408 13,773 $10,000 (1) $10,000 (1)
1997 15,581 17,209 11,792 12,123
- -------------
(1) Commencing November 1, 1996
Average annual total return for periods ended June 30, 1997:
Investor Shares Institutional Shares
--------------- -------------------------
1 Year 24.96% Since Inception 21.21%
Since Inception 17.21%
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE
LINDNER INTERNATIONAL FUND
Comparison of change in value of $10,000 invested in the Morgan Stanley
Europe, Asia and Far-East Index and in Investor Shares and Institutional
Shares of the Lindner International Fund:
Linder Linder
International International
Date of Morgan Stanley Fund-Investor Morgan Stanley Fund-Institutional
Inception EAFE Index Shares EAFE Index Shares
- --------- -------------- ------------- -------------- ----------------
1/1/1995 $10,000 $10,000
June 30
- -------
1995 10,260 10,099
1996 11,623 11,049 $10,000 (1) $10,000 (1)
1997 13,115 12,681 11,415 11,705
- -----------
(1) Commencing November 1, 1996
Average annual total return for periods ended June 30, 1997:
Investor Shares Institutional Shares
--------------- --------------------
1 Year 14.76% Since Inception 17.06%
Since Inception 9.97%
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE
<PAGE> 48
Lindner Government Money Market Fund (Investor Shares)
From time to time, in advertisements or in reports to shareholders, the
performance and yield of the Fund may be quoted and compared to those of
other mutual funds with similar investment objectives and to stock or other
relevant indices or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual
funds. For example, the yield of the Fund may be compared to the Donoghue's
Treasury Money Fund Average, which is an average compiled by IBC/Donoghue's
Money Fund Report, a widely recognized independent publication that monitors
the performance of Government Money Market funds, or to the average yields
reported by the Bank Rate Monitor for Government Money Market deposit
accounts offered by the 50 leading banks and thrift institutions in the top
five standard metropolitan statistical areas. Performance and yield data as
reported in national financial publications including, but not limited to,
Money Magazine, Forbes, Barron's, The Wall Street Journal and The New York
Times, or in publications of a local or regional nature, may also be used in
comparing the performance and yield of the Fund.
The "yield" of the Fund will refer to the income generated in the Fund
over a seven-day period identified in the advertisement. This income is
annualized, i.e., the income during a particular week is assumed to be
generated each week over a 52-week period and is shown as a percentage of
the investment. The Fund may also advertise its "effective yield" which is
calculated similarly but, when annualized, income is assumed to be
reinvested, thereby making the "effective yield" slightly higher because of
the compounding effect of the assumed reinvestment.
The Fund's yield is based on historical earnings and will fluctuate and
should not be considered as representative of future performance. Since
yields fluctuate, yield data cannot necessarily be used to compare an
investment in the Fund's shares with bank deposits, savings accounts and
similar investment alternatives which often provide an agreed or guaranteed
fixed yield for a stated period of time. Performance and yield are
generally functions of the kind, quality and maturity of the instruments
held in the Fund, operating expenses, and market conditions. The fees which
may be imposed by Institutions or other financial intermediaries on their
customers for cash management and other services are not reflected in the
Fund's calculations of yield.
OTHER INFORMATION
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 Fund holding at least 10% of the outstanding
shares of a Fund 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 Funds 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 August 31, 1997, no
person controlled the Trust, as defined under the 1940 Act.
The shares of each Fund except the Government Money Market Fund are
divided into two
<PAGE> 49
classes. The Government Money Market Fund has only one class of shares
outstanding. 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 Fund include, but are not limited to,
the investment objective, policies and restrictions of that Fund. 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 Funds of the Trust may elect all the Trustees.
Under the laws of certain jurisdictions, the shareholders of a business
trust may, under certain circumstances, be held personally liable for its
obligations. Therefore, the Declaration of Trust for the Trust contains an
express disclaimer of shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. In addition, upon payment of any such liability, a
shareholder will be entitled to reimbursement from the general assets of the
Fund in which that shareholder has an interest. In the event that such Fund
was unable to meet this obligation, the remaining Funds would assume the
unsatisfied obligation of that Fund. The Trustees intend to conduct the
operations of the Trust, with the advice of counsel, in such a way so as to
avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Trust or any of the Funds.
The Trust will send annual and semi-annual reports to its shareholders.
The financial statements appearing in the annual reports will be audited by
independent auditors. In addition, Ryback, as transfer agent, will send to
each shareholder having an account directly with the Trust 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 will act as dividend disbursing and
transfer agent for each of the Funds. Inquiries regarding the Trust or the
Funds may be directed in writing to Lindner Investments, 7711 Carondelet,
Suite 700, St. Louis, Missouri 63105, or by calling (800) 995-7777.
COUNSEL
Legal matters for the Trust and the validity of the shares of each series
of the Trust will be passed upon by Dykema Gossett PLLC, Detroit, Michigan,
counsel to the Trust.
<PAGE> 50 APPENDIX--DESCRIPTION OF BOND RATINGS
Standard and Poor's Ratings Group
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.
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
<PAGE> 51
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.
<PAGE>
(BACK COVER)
LINDNER INVESTMENTS
7711 Carondelet Avenue, Suite 700
St. Louis, Missouri 63105
(800) 995-7777
Fax: (314) 727-9306
INVESTMENT ADVISER
Ryback Management Corporation
CUSTODIANS
Star Bank, N.A.
The Chase Manhattan Bank, N.A.
COUNSEL
Dykema Gossett PLLC
INDEPENDENT AUDITORS
Deloitte & Touche LLP
TRANSFER AGENT
Ryback Management Corporation
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the
Statement of Additional Information dated October 24, 1997, 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.
PROSPECTUS
__________
LINDNER FUNDS
[LOGO]
LINDNER GROWTH FUND
LINDNER DIVIDEND FUND
LINDNER UTILITY FUND
LINDNER/RYBACK SMALL-CAP FUND
LINDNER BULWARK FUND
LINDNER INTERNATIONAL FUND
LINDNER GOVERNMENT MONEY MARKET FUND
http://www.lindnerfunds.com
Advised by Ryback Management Corporation
October 24, 1997
<PAGE> B-1
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
LINDNER INTERNATIONAL FUND
and
INVESTOR SHARES
of
LINDNER GOVERNMENT MONEY MARKET FUND
This Statement of Additional Information ("Statement of Additional
Information" or "SAI") is meant to be read in conjunction with the Lindner
Investments (the "Trust") Prospectus dated October 24, 1997, 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 Reports of Lindner Investments for the fiscal year ended June
30, 1997, which have 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.
Copies of these Annual Reports 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 an 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 (800) 995-7777.
October 24, 1997
<PAGE> B-2 TABLE OF CONTENTS
and
CROSS-REFERENCE SHEET TO PROSPECTUS
SAI
Discussion Page Prospectus Title and Page
- ---------- ---- -------------------------
Definitions 3 Not discussed in Prospectus
Investment Objectives, Policies
and Restrictions 3
Income Funds 4 Investment Objectives and Policies, p.
10
Growth Funds 6 Investment Objectives and Policies, p.
10
Investment Restrictions 10 Investment Restrictions, p. 17
Management of the Trust 24 Management of the Trust, p. 27
Control Persons and Principal
Holders of Securities 26 Not discussed in Prospectus
Investment Advisory and Other
Services 27
Controlling Persons 27 Management of the Trust-Investment
Adviser, p. 27
Services Provided by Adviser 28 Management of the Trust-Investment
Adviser, p. 27
Adviser Compensation 28 Management of the Trust-Investment
Adviser, p. 27
Subadviser (Government Money
Market Fund) 30 Management of the Trust-Subadviser
(Government Money Market Fund), p. 29
Transfer Agent 31 Management of the Trust-Transfer and
Dividend Paying Agent, p. 29
Administrator (Government
Money Market Fund) 32 Administrator (Government Money Market
Fund), p.29
Distribution and Service Plan 32 Distribution and Service Plan, p. 43
Custodians and Independent
Auditors 32 Management of the Trust-Custodians and
Independent Auditors - p. 29
Brokerage Allocation 34 Not discussed in Prospectus
Purchase, Redemption and
Pricing of Securities 36 Pricing of Shares for Purchase or
Redemption, p. 42
All Funds Other Than Government
Money Market Fund 36 Pricing of Shares for Purchase or
Redemption, p. 42
Government Money Market Fund 37 Pricing of Shares for Purchase or
Redemption, p. 42
Additional Performance
Information 39 Not discussed in Prospectus
All Funds Other Than
Government Money Market Fund 39
Government Money Market Fund 40
Financial Statements 41 Not discussed in Prospectus
Certain Other Matters 41 Not discussed in Prospectus
Liability of Trustees and Others 41
Description of Series and Shares 42
Registration Statement 43
<PAGE> B-3 DEFINITIONS
For purposes of this Statement of Additional Information, the reader should
assume that the terms defined below have the meanings indicated, unless the
context requires otherwise.
"Adviser" or "Ryback Management" means Ryback Management Corporation, a
corporation organized and existing under the laws of the State of Michigan,
having its principal offices at 7711 Carondelet Avenue, P.O. Box 11208, St.
Louis, Missouri 63105.
"Advisory Contracts" means the Advisory and Service Contracts between the
Trust and the Adviser, dated September 23, 1993, December 29, 1994, June 29,
1995 and May 20, 1996.
"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 other than the Government Money Market
Fund.
"Fund" means each of Lindner Dividend Fund, Lindner Growth Fund, Lindner
Utility Fund, Lindner Bulwark Fund, Lindner/Ryback Small-Cap Fund, Lindner
International Fund and Lindner Government Money Market Fund, each of which
has been established by the Trust a separate series.
"Prospectus" means the Prospectus of the Trust dated October 24, 1997.
"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.
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
The investment objectives of each Fund are described below. Differences
in objectives and policies among the Funds, differences in the degree of
acceptable risk, tax considerations and the judgment of the portfolio
manager are among the factors that can be anticipated to affect the
investment return of each Fund. As a result of such differences, the
performance results of each Fund may differ even though more than one Fund
may utilize similar investment techniques. Each Fund's investment
objective may not be changed without the approval of the holders of a
majority of the outstanding shares of each Fund, which is defined in the
1940 Act to mean the lesser of (a) 67% of the shares of the Fund at a
meeting at which more than 50% of the shares are present in
<PAGE> B-4
person or by proxy or (b) more than 50% of the outstanding shares of the
Fund.
Income Funds
The primary investment objective of three Funds is the production of
current income. In the case of the Dividend Fund and the Utility Fund,
capital appreciation is a secondary objective and, although a factor in
investment decisions, will be sought only in situations in which it is
compatible with this primary objective. The Government Money Market Fund
seeks to provide current income with emphasis on the preservation of capital
and liquidity. These three Funds are:
Lindner Dividend Fund. 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 Utility Fund. 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 to yield substantial investment income over
time: (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
<PAGE> B-5
institutional investors in private placement transactions which qualify as
Rule 144A Securities.0
In accordance with its primary objective of producing current income,
substantially all of the Utility Fund's investments will be income producing
and, under normal circumstances, at least 65% of the Utility Fund's total
assets will be invested in common or preferred stocks issued by Utilities.
Under some circumstances, the Utility Fund may purchase securities not
paying dividends or interest at the time of purchase in anticipation that
the issuer of such securities will begin or resume the payment of dividends
or interest, as the case may be, in the foreseeable future. For temporary
defensive purposes, however, investments in common stocks may be
substantially reduced or eliminated if the Adviser considers market or
economic conditions to be unfavorable for investment in common stocks and
investment in preferred stocks may be reduced or eliminated if the Adviser
expects long-term interest rates to increase. Under the circumstances
described above, these stock investments will be replaced with bonds or
other debt instruments, including junk bonds (but only up to 35% of total
assets), whose interest rates and maturities are expected to provide optimum
income consistent with the protection of principal. Investments in
high-yield debt securities made for temporary defensive purposes will
generally emphasize those with short-term maturities in order to protect
principal and reduce the Fund's exposure to the price volatility of these
types of debt securities.
Lindner Government Money Market Fund. The Government Money Market Fund
seeks to achieve its objective by investing exclusively in United States
dollar denominated obligations. The dollar-weighted average maturity of the
Government Money Market Fund will not exceed 90 days, and all securities
purchased will have a maturity of 397 days or less at the time of
acquisition (except for securities underlying certain repurchase agreements
and certain variable rate and floating rate instruments). Normally, the
Government Money Market Fund will hold securities to maturity but may
dispose of any instrument if the Adviser deems the action appropriate
because of redemption requirements, reduction in credit quality, a reduction
in the instrument's rating, or other reasons. Even though most securities
are expected to be held to maturity, the fact that they will have maturities
of 397 days or less will result in high portfolio turnover. The Government
Money Market Fund seeks to maintain a constant $1.00 per share net asset
value, although this cannot be assured.
The Government Money Market Fund will invest in short-term securities
issued or guaranteed by the United States Government, its agencies and
instrumentalities and in repurchase agreements secured by such securities.
These include issues of the United States Treasury, such as bills, notes and
bonds, and issues of agencies and instrumentalities of the U.S. Government
which are established under the authority of an Act of Congress. Issues of
such agencies and instrumentalities may include, for example, securities
issued by the Government National Mortgage Association, the Tennessee Valley
Authority, the Farmers Home Administration, Federal Home Loan Banks, Federal
Intermediate Credit Banks, Federal Land Banks, Federal Housing
Administration, the Federal National Mortgage Association, the Federal Home
Loan Mortgage Corporation and the Student Loan Marketing Association. Some
of these securities, such as U.S. Treasury bills, notes and bonds, are
supported by the full faith and credit of the U.S. Treasury; others, such as
obligations of the Federal National Mortgage Association, are not full faith
and credit obligations of the U.S. Treasury but are supported to a limited
extent by the discretionary authority of the U.S. Treasury to make loans to
the issuer; and others, such as securities issued by the Federal Home Loan
Banks, are sponsored by the U.S. Government but are supported only
<PAGE> B-6
by the credit of the instrumentality itself. No assurance can be given that
the U.S. Government would provide financial support to its sponsored
instrumentalities if it is not obligated to do so by law. The Government
Money Market Fund will invest in the securities of such an instrumentality
only when it is satisfied that the credit risk with respect to such
instrumentality is minimal. The Government Money Market Fund does not
invest in obligations insured by the Federal Deposit Insurance
Corporation.
In pursuit of its investment objective, the Government Money Market Fund
may engage in repurchase agreement transactions, and may from time to time
entirely comprise securities subject to repurchase agreements. Under the
terms of a typical repurchase agreement, the fund will acquire an underlying
debt obligation for a relatively short period (usually not more than one
week) subject to an obligation of the seller to repurchase, and the fund to
resell, the obligation at an agreed-upon price and time, thereby determining
the yield during the holding period. This arrangement results in a fixed
rate of return that is not subject to market fluctuations during the holding
period. Repurchase agreements are considered loans collateralized by the
underlying securities. The Government Money Market Fund may enter into
repurchase agreements with respect to its portfolio securities with brokers,
dealers, and commercial banks, and will engage in such transactions only
with institutions included on the Federal Reserve System's list of
institutions, commonly referred to as "primary dealers", with whom the
Federal Reserve open market desk will do business. Under each repurchase
agreement the selling institution will be required to maintain the value of
the securities subject to the repurchase agreement at not less than 102% of
their repurchase price. Repurchase agreements could involve certain risks
in the event of default or insolvency of the other party, including possible
delays or restrictions upon the Government Money Market Fund's ability to
dispose of the underlying securities. The Adviser, acting under the
supervision of the Trustees, reviews the credit-worthiness of institutions
with whom the Government Money Market Fund enters into repurchase agreements
to evaluate these risks, and also monitors the status of repurchase
agreements to insure that the value of the collateral equals or exceeds 102%
of the amount of the repurchase obligation and in the event of a shortfall
takes such action as it deems appropriate (which may include a demand for
additional collateral from the selling institution and will include such a
demand if the value of the collateral has fallen below 100% of the amount of
the repurchase obligation). This fund may also lend its portfolio
securities to brokers, dealers, and financial institutions provided that
cash or cash equivalent collateral, or letters of credit to the extent
permitted by law, equal to at least 100% of the market value of the
securities loaned, is maintained by the borrower. Any loans of portfolio
securities will be made according to guidelines established by the
Securities and Exchange Commission and the Trust's Board of Trustees.
Growth Funds
The primary investment objective of four Funds is growth through capital
appreciation. For each Fund, current income, although a factor in portfolio
selection, is secondary to its primary objective. These four Funds are:
Lindner Growth Fund. The Growth Fund will invest substantially all its
assets in common stocks or securities convertible into common stocks,
without regard to quality or rating. Derivative securities, such as
warrants, will not be purchased but may be retained if they are received as
distributions from the issuers of securities held by the Growth Fund. The
Growth Fund may also
<PAGE> B-7
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 Bulwark Fund. The Bulwark Fund seeks growth of capital 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, and it 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. 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 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."
In addition, during the period that there has been a decline of more than
10% in either the S&P 500 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
<PAGE> B-8
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.
The Bulwark Fund may engage in short-term transactions if such
transactions further its primary investment objective of growth of capital.
Short sales, trading in options and futures and trading in commodities are
typically short-term investments. 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 Bulwark Fund is expected to exceed 200%,
which is higher than most mutual funds. However, the Adviser does not
expect the annual portfolio turnover rate of the Bulwark Fund to exceed
450%. 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
Bulwark 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.
Lindner/Ryback Small-Cap Fund. The Small-Cap Fund intends to invest
substantially all its assets in common stocks or securities convertible into
common stocks, and will invest at least 65% of its total assets in companies
with a market capitalization of not more than $750 million. Market
capitalization means the total market value of a company's outstanding
common stock.
The Small-Cap Fund may invest in any or all of the following kinds of
securities: (1) Common stocks or securities convertible into common stocks;
(2) Non-convertible preferred stocks or bonds without regard to quality or
rating; (3) Debt securities issued or guaranteed by the United States or its
agencies or instrumentalities; (4) Securities sold by companies or
institutional investors in private placement transactions which qualify as
Rule 144A Securities; and (5) Securities issued by REITs which are listed on
a national securities exchange or eligible to be quoted in the Nasdaq Stock
Market. Derivative securities, such as warrants, will not be purchased but
may be retained if they are received as distributions from the issuers of
securities held by the Small-Cap Fund. Under temporary market or economic
conditions which the Adviser considers unfavorable to investments in common
stocks, the Small-Cap Fund may invest all or any portion of its assets for
defensive purposes in short-term United States government securities. As
among the several categories of investments described above, the Small-Cap
Fund may invest up to 20% of its assets in bonds and other forms of debt
securities including 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 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 Ratings Group
or Moody's Investors Service, Inc. (or if unrated,
<PAGE> B-9
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 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,
<PAGE> B-10
certain tax rules may restrict the International Fund's ability to sell
securities in some circumstances when the security has been held for less
than three months. Increased portfolio turnover necessarily results in
correspondingly higher costs including brokerage commissions, dealer
mark-ups and other transaction costs on the sale of securities and
reinvestment in other securities, and may result in the acceleration of
taxable gains.
For temporary defensive purposes, when the Adviser considers market or
economic conditions to be unfavorable to investments in common stocks, the
International Fund may invest all or any portion of its assets for defensive
purposes in short-term United States government securities or in short-term
foreign government, government agency and in other government entity
securities as well as other investment grade short-term securities,
including repurchase agreements.
Investment Restrictions
In addition to the investment objectives and policies disclosed herein and
in the Prospectus, the Funds are subject to the following investment
restrictions and 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 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. None of the Funds will purchase illiquid securities in
excess of 15% of net assets (10% of net assets in the case
of the Government Money Market Fund) 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. 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 repurchase
agreements with maturities of more than seven days.
6. None of the Funds, other than the Growth Fund and the
Bulwark Fund, will borrow money or issue senior securities,
except that all Funds may borrow from banks for
<PAGE> B-11 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. The Growth Fund
may borrow money or issue senior securities of up to 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 and provided such borrowings are in
compliance with the asset coverage requirements of the 1940
Act. The Bulwark Fund may borrow money or issue senior
securities of up to 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. Both
the Growth Fund and the Bulwark Fund may use the proceeds of
such loans for investment purposes.
7. None of the Funds will invest in companies for the
purpose of exercising control, and none of the Funds, other
than the Bulwark Fund, will acquire more than 10% of the
voting securities of any company (3% in the case of other
investment companies). The Bulwark Fund may acquire more
than 10% of the voting securities of any company, including
securities convertible into voting securities.
8. None of the Funds, other than the Bulwark Fund, will
purchase or sell commodities or commodity contracts. The
Bulwark Fund may invest not more than 25% of its total
assets in gold, silver and platinum bullion and other
precious metals, or option and futures contracts relating to
such commodities.
9. None of the Funds, other than the Bulwark Fund, will
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
these securities so long as the fund is in a short position.
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. The Bulwark Fund may make short
sales even if it does not own or have the right to acquire
the underlying security.
10. None of the Funds, other than the Bulwark Fund, will
purchase put or call options or combinations thereof. The
Bulwark Fund will purchase put and call options and will
write put and call options, including options on futures and
combinations thereof, subject to the limits described below
under "Investment Techniques and Types of Securities
Applicable to Lindner Bulwark Fund--Limitations on Futures
and Options Transactions".
11. None of the Funds will purchase or sell interests in real
estate (including limited partnership interests) or
interests in real estate mortgage loans, except that all
Funds other than the Utility Fund and the Government Money
Market Fund may
<PAGE> B-12 purchase securities representing 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 the Funds, other than the Bulwark Fund and the Small-Cap 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 Particular 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 of companies in the same industry 25%
Securities of electric and gas utilities (subject to
the 25% limit described above) 40%
Rule 144A Securities 25%
Securities of one issuer (except United States
Government obligations) 5%
Securities of other investment companies 10%
Lindner Growth Fund. The Growth Fund will not make investments in industry
segments in excess of the following percentages of the Growth 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%
Rule 144A Securities 25%
Securities of other investment companies 10%
Lindner Utility Fund. The Utility Fund will not 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 (except United States
Government obligations) 5%
Rule 144A Securities 25%
<PAGE> B-13
Lindner Bulwark Fund. The Bulwark Fund will not 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 S&P
500 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 (except United States
Government obligations) 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 United States
Government obligations) 5%
Securities issued by REITs 15%
Lindner International Fund. The International Fund will not make
investments in excess of the following percentages of the International
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 United States
Government obligations) 5%
Securities issued by REITs 15%
Securities of other investment companies 10%
Lindner Government Money Market Fund. The Government Money Market Fund
will invest only in United States Government Securities and in repurchase
obligations secured by such securities, without regard to the percentage of
net assets invested in any particular type of such securities. The
Government Money Market Fund will not invest more than 20% of its net assets
in repurchase agreements with any one primary dealer.
<PAGE> B-14
Common Investment Techniques and Types of Securities
High-Risk, High-Yield Lower-Rated Debt Securities ("junk bonds"). All of
the Funds other than the Government Money Market Fund anticipate that a
portion of their assets will be invested in lower-rated,
high-yield/high-risk securities rated BB or lower by Standard & Poor's
Rating Group ("S&P") or Ba or lower by Moody's Investor Service, Inc.
("Moody's") that have poor protection of payment of principal and interest.
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 junk bonds 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 junk bond market, especially during periods of
economic recession. These junk bonds 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. 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 junk bond market and on the
value of junk bonds 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
prices of junk bonds may be less sensitive to interest rate changes
than higher-rated investments, junk bonds 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 junk bonds 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 junk bonds and each Fund's resulting
net asset value.
--Payment Expectations. Generally, when interest rates rise, the
value of bonds, including junk 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.
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.
<PAGE> B-15
Liquidity and Valuation. Junk bonds are typically traded among a
smaller number of broker-dealers rather than in a broad secondary
market. Purchasers of junk bonds 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 junk bonds may not be as liquid as
higher-grade bonds. The ability of the Funds to value or sell junk
bonds 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 junk bonds
becomes more difficult, with judgment playing a greater role.
Since the risk of default is higher for junk bonds, 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 junk bonds 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. 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.
<PAGE> B-16
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. For example, any of the Funds other than the Government Money
Market Fund may, and currently the International Fund and the Utility Fund
intend to, invest in securities issued by companies organized under the laws
of the Russian Federation ("Russia"), either by purchasing such securities
directly, by purchasing ADRs or EDRs or by purchasing fractional undivided
interests in offshore trusts that invest in such securities. There are
additional risks associated with investing in securities of Russian issuers,
including the lack of available financial information which has been
prepared and audited in accordance with U.S. or Western European accounting
principles and auditing standards, the extremely volatile and often illiquid
nature of the secondary market for Russian securities, the lack of any
modern system of certification for Russian securities and the somewhat
precarious "book entry" system that exists for recording ownership of
Russian securities (which may adversely effect a person's ability to prove
ownership of good title to Russian securities), and the potential for
unfavorable action by the Russian government or any of its agencies or
political subdivisions with respect to investments in Russian securities by
or for the benefit of foreign (i.e., non-Russian) entities.
Under normal circumstances, the International Fund expects to invest at
least 65% of its assets in foreign securities. For the Utility Fund and the
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, the Growth Fund and the 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.
Securities Lending. The Funds, except for the 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;
<PAGE> B-17
(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 1940 Act
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 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 Board of Trustees. If through a change
in values, net
<PAGE> B-18
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. The International Fund and the Government Money
Market Fund may invest in 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 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 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. Neither Fund will
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
<PAGE> B-19
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 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 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 two
percent (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.
<PAGE> B-20
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 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 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 S&P 500 Index or gold. Futures can be
held until
<PAGE> B-21
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.)
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
<PAGE> B-22
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 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 its 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
<PAGE> B-23
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 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
<PAGE> B-24
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 unpredictable international monetary and other governmental
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. 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% per year) and
the portfolio turnover rate of the Bulwark Fund is expected to exceed 200%
per year (but the Adviser does not expect this rate to exceed 450% per
year). During the fiscal year ended June 30, 1997, the portfolio turnover
rate of the Bulwark Fund was 457.6%, a significant increase from the 140%
portfolio turnover rate during fiscal 1996, due principally to the volume of
short sales made by this Fund in order to maintain that Fund's ability to
qualify as a "regulated investment company" under Subchapter M of the
Internal Revenue Code.
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. Trustees who are "interested persons" of the
Trust, as defined in Section 2(a)(19) of the 1940 Act, are indicated with an
asterisk.
<PAGE> B-25
<TABLE>
<CAPTION>
Position(s)
Held With Principal Occupation(s)
Name and Address The Trust During Past five Years Age
- ---------------- ---------- ---------------------- ---
<S> <C> <C> <C>
Doug T. Valassis* Chairman Chairman and Trustee of the Trust. Chairman, 45
520 Lake Cook Road of the a Director and Treasurer of the Adviser since 1992.
Suite 380 Board and President and Chief Executive Officer of Franklin
Deerfield, IL 60015 Trustee Enterprises, Inc., a private investment firm,
for more than last five years.
Eric E. Ryback* President President and Trustee of the Trust 45
7711 Carondelet Ave. and Trustee President and a Director of the Adviser since 1992.
Suite 700 Prior to 1993, Mr. Ryback was Vice
St. Louis, MO 63105 President of Lindner Fund, Inc. ("LFI") and Lindner
Dividend Fund, Inc. ("LDFI") and Vice President of
Lindner Management Corporation ("LMC"), the
investment adviser to LFI and LDFI.
Robert A. Lange Senior Vice Senior Vice President of the Adviser since 1993. 53
7711 Carondelet President Prior to 1993, Mr. Lange was a Senior Vice President
Suite 700 of LFI, LDFI and LMC.
St. Louis, MO 63105
Brian L. Blomquist Admin. Vice Executive Vice President of the Adviser since 1995. 38
7711 Carondelet Ave. President, Treasurer and Assistant Secretary of the Adviser since
Suite 700 Secretary and 1993. Prior to 1993, Mr. Blomquist served as Vice
St. Louis, MO 63105 Treasurer President--Operations, Treasurer and Assistant Secretary
of LFI and LDFI.
Lawrence G. Callahan Vice President Vice President of the Adviser since 1993. 37
7711 Carondelet Ave. Prior to 1993, Mr. Callahan was a Vice President of LFI
Suite 700 and LDFI.
St. Louis, MO 63105
Robert L. Byman Trustee Partner in the law firm of Jenner & Block, Chicago, 51
Jenner & Block Illinois, for more than five years.
One IBM Place
Chicago, IL 60611
Terrence P. Fitzgerald Trustee Vice President, Development Director, The Mills 42
2407 Stryker Avenue Corporation, since 1996. Senior Counsel, The May
Vienna, VA 22181 Department Stores from 1993 until 1995. Vice President,
May Realty, Inc., from 1990 until 1993.
Marc P. Hartstein Trustee Director--Industry Development of 44
3 Middlebrook Lane Anheuser-Busch, Inc. Also owns Hart Communications
St. Louis, MO 63141 Inc., a research, strategic planning and image
development firm.
<PAGE> B-26
Peter S. Horos Trustee Investment Manager, Allstate Life Insurance Company, 48
All State Northbrook, Illinois.
3075 Sanders Road
Northbrook, IL 60062
Donald J. Murphy Trustee President and Chief Executive Officer of 54
141 Jackson Blvd. Murcom Financial, Ltd., a private investment firm.
Chicago, IL 60604
Dennis P. Nash Trustee Vice President, Nellis Feed Company, a feed ingredient 46
Nellis Feed Company broker.
899 Skokie Blvd.
Northbrook, IL 60062
</TABLE>
Compensation
During the most recently completed fiscal year, Trustees of Lindner
Investments received the following compensation from the Trust, which is the
only group of 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 $10,900
Terrence P. Fitzgerald, Trustee 10,900
Marc P. Hartstein, Trustee 10,900
Peter S. Horos, Trustee 9,675
Donald J. Murphy, Trustee 10,900
Dennis P. Nash, Trustee 10,900
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. No officers of the Trust receive any remuneration
from the Trust.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Shareholders of each Fund 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.
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 other than the Government Money Market 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.
<PAGE> B-27
At September 30, 1997, 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 1940 Act that control over the Trust or any Fund
exists. In addition, at September 30, 1997, 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.
At September 30, 1997, the officers and Trustees of the Trust, as a group,
owned the following amounts of shares in each Fund:
No. of
Name of Fund Shares % of Total
------------ ------ ---------
Lindner Dividend Fund--
Investor Shares 96,747 shs. 0.15%
Institutional Shares 0 shs. 0.0%
Lindner Growth Fund--
Investor Shares 129,066 shs. 0.24%
Institutional Shares 0 shs. 0.0%
Lindner Utility Fund
Investor Shares 17,621 shs. 0.65%
Institutional Shares 0 shs. 0.0%
Lindner Bulwark Fund
Investor Shares 48,606 shs. 0.54%
Institutional Shares 0 shs. 0.0%
Lindner/Ryback Small-Cap
Fund
Investor Shares 114,600 shs. 2.39%
Institutional Shares 0 shs. 0.0%
Lindner International
Fund
Investor Shares 20,852 shs. 5.51%
Institutional Shares 0 shs. 0.0%
Lindner Government Money
Market Fund
Investor Shares 340,843 shs. 0.76%
INVESTMENT ADVISORY AND OTHER SERVICES
Controlling Persons
The Funds' Adviser, Ryback Management Corporation, is controlled by The
George F. Valassis Stock Trust and certain other trusts established for the
benefit of Mr. Valassis's family members (collectively, the "Valassis
Trusts"), which as of September 30, 1997, held 77.5% of the voting
securities of the Adviser. Mr. Doug T. Valassis is a co-Trustee of the
Valassis Trusts and serves as the Chairman of the Board of Directors of the
Adviser. The other co-Trustees of the Valassis Trusts are Edward W.
Elliott, Jr., and D. Craig Valassis. Certain officers of the Trusts also
serve as officers of the Adviser. See "Management of the Trust".
<PAGE> B-28
Services Provided by Adviser
Under the Advisory Contracts, the Adviser provides each Fund with investment
advisory services, office space, and personnel, and pays the salaries and
fees of the Trust's officers and Trustees who are "interested persons" of
the Trust and all personnel rendering clerical services relating to the
investments of each Fund. The Adviser also pays all promotional expenses of
the Trust, including the printing and mailing of the prospectus to people
who are not current shareholders. The Trust pays all other costs and
expenses including interest, taxes, fees of Trustees who are not "interested
persons" of the Trust, other fees and commissions, administrative expenses
directly related to the issuance and redemption of shares (including
expenses of registering or qualifying shares for sale in each state),
charges of custodians, transfer agents, and registrars, the costs of
printing and mailing reports and notices to shareholders, auditing services
and legal services, and other expenses not expressly assumed by the Adviser.
Adviser Compensation
LINDNER DIVIDEND FUND
The Advisory Contract for Lindner Dividend Fund requires payment of a
quarterly fee to the Adviser 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 fiscal years ended June 30, 1997 and 1996,
and February 28, 1995, the Dividend Fund paid advisory fees of $11,33,992,
$10,705,343 and $8,309,088, respectively.
LINDNER GROWTH FUND
The Advisory Contract for Lindner Growth Fund requires payment of a basic
fee to the Adviser 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.
<PAGE> B-29
Fee Schedule for Growth Fund
If the Growth Fund's First $50 Next $350 Excess Over
performance exceeds the Million Million $400 Million
Index by: of Assets of Assets of Assets
--------- --------- -----------
more than 12% 0.9% 0.8% 0.7%
more than 6% but less than 12% 0.8% 0.7% 0.6%
less than 6% 0.7% 0.6% 0.5%
If the Growth Fund's
performance falls below
the Index by:
less that 6% 0.7% 0.6% 0.5%
more than 6% but less that 12% 0.6% 0.5% 0.4%
more than 12% 0.5% 0.4% 0.3%
The maximum fee possible, assuming maximum performance, is 0.9% of the
first $50 million of average net assets, 0.8% of the next $350 million, and
0.7% of the excess over $400 million. The smallest fee possible, assuming
poorest performance, is 0.5% of the first $50 million of average net assets,
0.4% of the next $350 million, and 0.3% of the excess over $400 million.
The basic fee may be increased or decreased, in accordance with the
foregoing formula, during a particular year despite the fact that (1) there
may be no change in the Index, if there is an increase or decrease in the
net asset value per share of the Growth Fund of at least 6%, or (2) there
may be no change in the net asset value per share of the 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, 1997, 1996 and 1995, the Growth Fund paid advisory fees of $4,861,169
(after reduction by a performance penalty of $2,939,360), $7,577,725 and
$6,453,586, 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, BULWARK, SMALL-CAP, INTERNATIONAL AND GOVERNMENT MONEY
MARKET FUNDS
The Advisory Contract for the Utility Fund and the Small-Cap Fund require
payment of a monthly fee to the Adviser equal to 1/12th of the sum of the
products obtained by multiplying (i) the average daily net assets of each
Fund not in excess of $50,000,000 by 0.7%; the average daily 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 daily net assets of the applicable
Fund in excess of $200,000,000 by 0.5%. For purposes of these calculations,
daily net assets of each Fund are averaged for each calendar month.
<PAGE> B-30
The Advisory Contracts for the Bulwark Fund and the International Fund
require payment of a fee to the Adviser at the annual rate of 1.0% of the
average daily net assets of each such fund, calculated and paid on a monthly
basis.
The Advisory Contract for the Government Money Market Fund requires
payment of a fee to the Adviser that is computed daily and payable monthly
at the annual rate of 0.15% of the Government Money Market Fund's average
daily net assets.
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 during
the fiscal years ended June 30, 1997, 1996 and 1995, except as noted. No
expense reimbursement has been required of the Adviser for the fiscal year
ended June 30, 1997, except that the Adviser reimbursed the International
Fund $14,225 during such year.
Fiscal Year Ended June 30,
Fund Name 1997 1996 1995
- --------- ---- ---- ----
Lindner Utility Fund $271,898 $162,566 $206,377
Lindner Bulwark Fund 805,475 441,232 653,096
Lindner/Ryback Small-Cap Fund 110,953 54,714 46,111
Lindner International Fund 25,886(1) 6,324 1,108(2)
Lindner Government Money Market Fund 54,669(3) n/a n/a
- ----------
(1) Net of expense reimbursement.
(2) January 1, 1995 to June 30, 1995.
(3) July 6, 1996 to June 30, 1997.
Subadviser (Government Money Market Fund)
The Adviser has entered into a Subadvisory Agreement with Star Bank, N.A.
(the "Subadviser"), a national banking association. Under the Subadvisory
Agreement, it is the responsibility of the Subadviser to make investment
decisions for the Government Money Market Fund and to place the purchase and
sale orders for the portfolio transactions of that fund, subject to the
supervision of the Adviser and the Board of Trustees of the Trust. As
compensation for these services, the Adviser pays a fee to the Subadviser
that is computed daily and payable monthly, at an annual rate of 0.10% of
the first $250,000,000 of the Fund's average net assets and at an annual
rate of 0.08% of the Government Money Market Fund's assets in excess of
$250,000,000. The Subadviser is was founded in 1863 and is the largest bank
and trust organization of StarBanc Corporation. Star Bank's expertise in
trust administration, investments and estate planning ranks it among the
most predominant trust institutions in Ohio, with assets of $10.3 billion as
of August 31, 1997. Star Bank has managed commingled funds since 1957. As
of August 31, 1997, Star Bank managed nine mutual funds having a market
value in excess of $2.0 billion. As a part of its regular banking
operations, Star Bank may make loans to public companies. Thus, it may be
possible from time to time for the Fund to hold or acquire securities of
companies that are also borrowing clients of Star Bank. Both the Adviser
and the Subadviser believe that any such relationship will not be a
<PAGE> B-31
factor in the selection of portfolio securities four the Fund. The
Subadviser's business address is 425 Walnut Street, Cincinnati, Ohio
45202.
Effect of Banking Laws. The Glass-Steagall Act and other banking laws
and regulations presently prohibit a bank holding company registered under
the federal Bank Holding Company Act of 1956, as amended, or any affiliate
of such a bank holding company, from sponsoring, organizing or controlling a
registered open-end investment company continuously engaged in the issuance
of its shares, and from issuing, underwriting, selling or distributing
securities in general. Such laws and regulations do not prohibit such a
bank holding company or its affiliates from acting as an investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such an investment company as agent for and upon the order of
their customers. The Subadviser is subject to such laws and
regulations.
The Subadviser believes that it may perform subadvisory services for the
Government Money Market Fund without violating the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal or
state laws and regulations relating to the permissible activities of banks
and their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of laws and regulations, could
prevent the Subadviser from continuing to perform all or a part of these
services. In such event, changes in the operations of the Government Money
Market Fund may occur, and the Board of Trustees of the Trust would then
consider alternative arrangements with another subadviser and other means of
continuing available investment services.
Transfer Agent
Pursuant to the Agency Agreement and the Transfer Agency Agreement
between the Trust and Ryback Management, 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 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. As compensation for these services, Ryback Management is paid a
fee of $0.75 per shareholder account per month for each Fund other than the
Government Money Market Fund, and is paid a fee of $0.8333 per shareholder
account per month in the case of the Government Money Market Fund. These
agreements permit Ryback Management to engage the services of sub-agents
that may be required to facilitate the distribution of shares and record
keeping for shareholder accounts maintained in "street name" with brokers,
and Ryback Management has entered into a sub-transfer agency agreement with
State Street Bank and Trust Company for such services. The fees and
expenses of State Street Bank and Trust Company are paid by the Trust.
The Agency Agreements may be terminated by the Funds or Ryback Management
upon 60 days' notice. The Agency Agreements are also automatically
terminated if either of them (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 either 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
<PAGE> B-32
party upon such terms and conditions as can be obtained at that time.
The following table summarizes the fees paid by the Funds (including the
predecessor funds to the Dividend Fund and the Growth Fund) under the Agency
Agreement during the fiscal years ended June 30, 1997, 1996 and 1995, except
as noted:
Fiscal Year Ended June 30,
Fund Name 1997 1996 1995
- --------- ---- ---- ----
Lindner Dividend Fund(1) $680,117 $706,160 $471,976
Lindner Growth Fund 468,020 510,148 352,619
Lindner Utility Fund 20,099 14,267 13,094
Lindner Bulwark Fund 23,692 16,103 22,261
Lindner/Ryback Small-Cap Fund 7,159 4,628 4,049
Lindner International Fund 2,190 690 122(2)
Lindner Government Money Market Fund 9,217(3) n/a n/a
- ------------
(1) Fiscal year ended February 28, 1995.
(2) January 1, 1995 to June 30, 1995.
(3) July 6, 1996 to June 30, 1997.
Administrator (Government Money Market Fund)
Ryback Management is the administrator of the Government Money Market
Fund and as such it administers that fund's corporate affairs. The
Administrative Services Agreement between the Government Money Market Fund
and Ryback provides for compensation to Ryback for its services as
administrator of an amount equal on an annual basis to 0.20% of the
Government Money Market Fund's average net assets.
Distribution and Service Plan
THIS SECTION RELATES ONLY TO THE INSTITUTIONAL SHARES OF EACH FUND OTHER
THAN THE GOVERNMENT MONEY MARKET 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 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
<PAGE> B-33
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 vote of the
holders of Institutional Shares of the affected Fund.
The following table summarizes the fees paid by Institutional Shares of
each Fund under the Distribution Plan during the fiscal year ended June 30,
1997. The Distribution Plan became effective during that fiscal year, and
no payments were made prior to that date.
Fiscal Year
Ended June 30,
Fund Name 1997
--------- ----
Lindner Dividend Fund $2,158
Lindner Growth Fund 0
Lindner Utility Fund 117
Lindner Bulwark Fund 3,276
Lindner/Ryback Small-Cap Fund 0
Lindner International Fund 0
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, which fee is allocated among the Funds on the basis of their net
asset values. The Trust has an arrangement whereby custodian expenses are
reduced by maintaining compensating balances with Star Bank. For the fiscal
year ended June 30, 1997, custodial fees for each Fund were reduced by the
following amounts due to this arrangement: Lindner Dividend Fund--$81,076;
Lindner Growth Fund--$53,816; Lindner Utility Fund--$1,456; Lindner Bulwark
Fund--$2,325; Lindner/Ryback Small-Cap Fund--$661; and Lindner International
Fund--$57.
<PAGE> B-34
The Chase Manhattan Bank, N.A. ("Chase"), 4 Chase MetroTech, 18th Floor,
Brooklyn, NY 11245, serves as the Funds' custodian of foreign securities and
precious metals. Chase charges custodian fees on a sliding scale depending
on the countries in which each Fund is invested. The fees include
transaction charges ranging from $30 to $125 plus safekeeping fees ranging
from 10/100 of 1% to 42/100 of 1% per annum, based upon the portfolio market
value of foreign securities in each country as of the close of business on
the last business day of each quarter. Precious metal safekeeping charges
are based on the amount being stored, while charges for options and futures
contracts are made on a per transaction basis.
Deloitte & Touche LLP, independent auditors, One City Centre, St. Louis,
Missouri 63101, audits the Funds' annual financial statements.
BROKERAGE ALLOCATION
Placement of the Funds' orders to buy and sell portfolio securities are the
responsibility of the Adviser. Such decisions are made for the Adviser by
its President, Eric E. Ryback, Senior Vice President, Robert A. Lange, Vice
President, Lawrence G. Callahan or the portfolio managers for each Fund.
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
<PAGE> B-35
charged for effecting such transactions, if the Adviser has determined in
good faith that such charges are reasonable in view of quotation or research
services provided by such broker. Research services that may be provided to
the Funds by a broker include calling attention to a stock and providing
information about the operations of companies over and above that published
in investment manuals. The receipt of quotation services from a broker
relieves the Adviser of certain expenses which it would otherwise incur.
Any information and analysis received from brokers supplements the Adviser's
activities and facilities, but does not reduce its expenses. The Adviser's
authority to incur such fees is subject to policy review by the Trust's
Board of Trustees. Advice provided by brokers may be used by the Adviser in
servicing clients other than the Funds.
The Funds and their Adviser do not consider their facilities to be adequate
for the conduct of over-the-counter trading and believe that better
execution can usually be obtained through utilization of brokers rather than
direct dealing with primary market makers. Thus, except for those instances
in which the Funds deal directly with a primary market maker, the Funds pay
both the dealer's mark-up or mark-down and the broker's commission. This
practice has resulted and will continue to result in greater costs to the
Funds.
During the fiscal year ended June 30, 1997, the total brokerage
commissions paid by the Funds to brokers and dealers because of research
services provided are summarized below:
Commissions
Fund Name Paid Transactions
- --------- ----------- --------------
Lindner Dividend Fund(1) $2,846,295 $1,337,262,826
Lindner Growth Fund 2,555,284 729,070,233
Lindner Utility Fund 123,591 55,844,706
Lindner Bulwark Fund 934,411 413,883,619
Lindner/Ryback Small-Cap Fund 58,600 13,907,558
Lindner International Fund 19,650 3,439,302
Lindner Government Money
Market Fund (2) 0 n/a
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,
1997:
Fiscal Year Ended June 30,
----------------------------------
Fund Name 1997 1996 1995
- --------- ---- ---- ----
Lindner Dividend Fund(1) $2,846,295 $2,132,456 $992,756
Lindner Growth Fund 2,651,802 2,862,576 2,997,919
Lindner Utility Fund 126,671 130,944 265,287
Lindner Bulwark Fund 934,411 429,663 575,002
Lindner/Ryback Small-Cap Fund 58,600 56,208 79,406
Lindner International Fund 20,257 8,065 n/a
Lindner Government Money
Market Fund (2) 0 n/a n/a
- --------
(1) Fiscal year ended February 28, 1995.
(2) July 6, 1996 to June 30, 1997
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
<PAGE> B-36
of 100% (but the Adviser does not expect this rate to exceed 150%), and the
Bulwark Fund may have an annual portfolio rate in excess of 200% (but the
Adviser does not expect this rate to exceed 450%), which is higher than most
mutual funds. 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, for fiscal 1998, certain tax rules may
restrict these Funds' 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.
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 distribution and service fees payable by the Institutional Shares)
by the total number of shares of the particular Class outstanding.
Set forth below is a specimen price make-up sheet showing, as of June 30,
1997, the computation of total offering price per share of Investor Shares
and Institutional Shares of each Fund, using the basis set forth in the
Prospectus for valuation of such Fund's portfolio securities and other
assets.
SPECIMEN PRICE MAKE-UP SHEET
June 30, 1997
<TABLE>
<CAPTION> Inter- Government
Dividend Growth Utility Bulwark Small-Cap national Money Market
Fund Fund Fund Fund Fund Fund Fund
-------------- -------------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Securities at Market $1,996,919,163 $1,489,116,770 $45,323,794 $51,401,066 $24,950,216 $4,602,547 $38,972,093
Cash and other assets,
including accrued
income 52,345,151 10,169,929 2,175,056 213,098,668 176,435 133,115 561,535
---------- ---------- --------- ----------- ------- ------- -------
Total Assets 2,049,264,314 1,499,286,699 47,498,850 264,499,734 25,126,651 4,735,662 39,533,628
Liabilities, including
accrued expenses 30,358,781 4,210,308 734,934 194,419,389 316,288 24,885 317,484
---------- --------- ------- ----------- ------- ------ -------
Net Assets $2,018,905,533 $1,495,076,391 $46,763,916 $70,080,345 $24,810,363 $4,710,777 $39,216,144
============= ============= ========== ========== ========== ========= ==========
Net Asset Value--
Investor Shares:
Net Assets $2,016,895,544 $1,494,974,794 $46,710,103 $68,511,110 $24,810,181 $4,710,356 $39,216,144
Number of Shares
Outstanding 72,192,150 57,542,095 2,965,947 10,225,666 3,234,177 420,969 39,216,144
---------- ---------- --------- ---------- --------- ------- ---------
Per Share $27.94 $25.98 $15.75 $6.70 $7.67 $11.19 $1.00
===== ===== ===== ==== ==== ===== ====
Institutional Shares:
Net Assets $2,009,989 $101,597 $53,813 $1,569,235 $182 $421 n/a
Number of Shares
Outstanding 72,030 3,916 3,418 235,277 24 38
------ ----- ----- ------- -- --
Per Share $27.90 $25.94 $15,74 $6.67 $7.67 $11.16
===== ===== ===== ==== ==== =====
</TABLE>
All Funds Other Than Government Money Market Fund.
Investments in securities traded on a national securities exchange or quoted
on the Nasdaq
<PAGE> B-37
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. 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.
Government Money Market Fund
The Government Money Market Fund values its investment securities based
upon their amortized cost in accordance with Rule 2a-7 of the Securities and
Exchange Commission under the 1940 Act. This involves valuing a security at
its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the security. While this method provides certainty
in valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Fund would receive if
it sold the securities. As discussed below, it is the intention of the Fund
to maintain a net asset value per share of $1.00 for the Fund.
Pursuant to Rule 2a-7, the Fund is required to maintain a dollar-weighted
average Fund maturity of 90 days or less, to purchase securities having
remaining maturities of 397 days or less only, to invest only in securities
determined by the Trustees to present minimal credit risks and to invest
only in securities which are "eligible securities" as defined in Rule 2a-7.
A discussion of the manner in which the maturity of investment securities is
determined is set forth below under the caption "Determination of
Maturity".
The Trustees have established procedures designated to stabilize, to the
extent reasonably possible, this fund's price per share as computed for the
purpose of sales and redemptions at
<PAGE> B-38
$1.00. These procedures include review of the investment holdings by the
Trustees, at such intervals as they may deem appropriate, to determine
whether this fund's net asset value calculated by using available market
quotations deviates from $1.00 per share based on amortized cost. The
extent of any deviation will be examined by the Trustees. If the deviation
exceeds 1/2 of 1%, the Trustees will promptly consider what action, if any,
will be initiated.
In the event the Trustees determine that a deviation exists which may
result in material dilution or other unfair results to investors or existing
shareholders, they have agreed to take such corrective actions as they deem
necessary and appropriate. These actions may include selling investment
securities prior to maturity to realize capital gains or losses or to
shorten the average maturity, withholding dividends, splitting, combining,
or otherwise recapitalizing outstanding shares or establishing a net asset
value per share by using available market quotations.
Determination of Maturity. As described in the Prospectus, a security
will not be purchased by the Government Money Market Fund unless its
maturity is 397 days or less from the date of purchase, and the
dollar-weighted average maturity of this fund will not exceed 90 days. The
maturity of the investment security is determined pursuant to Rule 2a-7
under the 1940 Act. Rule 2a-7 provides that the maturity of an instrument
will be deemed to be the period remaining until the date noted on the face
of the instrument as the date on which the principal amount must be paid or,
in the case of an instrument called for redemption, the date on which the
redemption payment must be made, except as follows:
(i) Certain U.S. Government Instruments. An instrument that is
issued or guaranteed by the United States Government or an agency
thereof which has a variable rate of interest readjusted no less
frequently than every 762 days will be deemed to have a maturity
equal to the period remaining until the next readjustment of the
interest rate.
(ii) Variable Rate Instruments. A "variable rate instrument"
(defined as an instrument the terms of which provide for
establishment of a new interest rate on set dates and which, upon
such adjustment, can reasonably be expected to have a market value
that approximates its par value) will be deemed to have a maturity
equal to the period remaining until the next readjustment of the
interest rate.
(iii) Variable Rate Instruments Subject to Demand Feature. A
variable rate instrument that is subject to a demand feature will be
deemed to have a maturity equal to the longer of the period
remaining until the next readjustment of the interest rate or the
period remaining until the principal amount can be recovered through
demand.
(iv) Floating Rate Instruments Subject to Demand Feature. A
"floating rate instrument" (defined as an instrument the terms of
which provide for adjustment of the interest rate whenever a
specified interest rate changes and which, at any time, can
reasonably be expected to have a market value that approximates its
par value) that is subject to a demand feature will be deemed to
have a maturity equal to the period remaining until the principal
amount can be recovered through demand.
(v) Repurchase Agreements. A repurchase agreement will be
treated as having a maturity equal to the period remaining until the
date on which the repurchase of the underlying securities
<PAGE> B-39
is scheduled to occur, or where no date is specified but the
agreement is subject to demand, the notice period applicable to a
demand for the repurchase of the securities.
(vi) Fund Lending Agreements. The Fund lending agreement will be
treated as having a maturity equal to the period remaining until the
date on which the loaned securities are scheduled to be returned, or
where no date is specified but the agreement is subject to demand,
the notice period applicable to a demand for the return of the
loaned securities.
A "demand feature" is defined in Rule 2a-7 as a put that entitles the
holder to receive the principal amount of the underlying security or
securities and which may be exercised either (a) at any time on no more than
30 days' notice or (b) at specified intervals not exceeding 397 days and
upon no more than 30 days' notice.
Because the Government Money Market Fund utilizes the procedures
specified in Rule 2a-7 to determine the maturity of its investments, further
revision of Rule 2a-7 or pronouncements clarifying or interpreting the scope
of its application may affect this fund's method for determining maturity of
its investments.
ADDITIONAL PERFORMANCE INFORMATION
All Funds Other Than Government Money Market Fund
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:
n
P(1+T) = 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.
The total return for Investor Shares and Institutional Shares of each
Fund (or its predecessor), other than the Government Money Market Fund, is
provided in the table below, computed for the periods shown:
<PAGE> B-40
INVESTOR SHARES
Average Annual Total Return--
Fiscal Year Ended June 30, 1997
-------------------------------
Since
Fund Name 1 year 5 years 10 years Inception
- --------- ------ ------- -------- ---------
Lindner Dividend Fund 8.75% 11.45% 11.38% n/a
Lindner Growth Fund 12.50% 13.68% 11.65% n/a
Lindner Utility Fund 14.29% n/a n/a 16.05%
Lindner Bulwark Fund -18.43% n/a n/a 0.94%
Lindner/Ryback Small-Cap Fund 24.96% n/a n/a 17.21%
Lindner International Fund 14.76% n/a n/a 9.97%
INSTITUTIONAL SHARES
Average Annual Total Return--
Fiscal Year Ended June 30, 1997
-------------------------------
Since
Fund Name 1 year 5 years 10 years Inception
- --------- ------ ------- -------- ---------
Lindner Dividend Fund n/a n/a n/a 9.84%
Lindner Growth Fund n/a n/a n/a 15.36%
Lindner Utility Fund n/a n/a n/a 14.52%
Lindner Bulwark Fund n/a n/a n/a -18.61%
Lindner/Ryback Small-Cap Fund n/a n/a n/a 21.21%
Lindner International Fund n/a n/a n/a 17.06%
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.
Government Money Market Fund
The Government Money Market Fund's yield is based on historical earnings
and will fluctuate and should not be considered as representative of future
performance. Since yields fluctuate, yield data cannot necessarily be used
to compare an investment in the Fund's shares with bank deposits, savings
accounts and similar investment alternatives which often provide an agreed
or guaranteed fixed yield for a stated period of time. Performance and
yield are generally functions of kind and quality of the instruments held in
the Fund, maturity of its investments, operating expenses, and market
conditions. The fees which may be imposed by institutions or other
financial intermediaries on their customers for cash management and other
services are not reflected in the Government Money Market Fund's
calculations of yield.
The Government Money Market Fund's standard yield quotations as they
appear in advertising and sales materials, and as disclosed in the
Prospectus, are calculated by a standard method prescribed by rules of the
Securities and Exchange Commission. Under that method, the yield quotation
is based on a recent seven-day period and computed as follows: average daily
net investment income per share during the seven-day period is divided by
the average daily price per share (expected to remain constant at $1.00)
during the period. The result is then multiplied by 365 with the resulting
annualized yield figure carried to the nearest one-hundredth of one
percent.
<PAGE> B-41
"Effective Yield" is computed in the same manner except that when
annualized, the income earned is assumed to be reinvested, thus resulting in
a higher return because of the compounding effect. The Government Money
Market Fund's average daily net investment income for this purpose consists
of accrued income on investment securities, plus or minus amortized purchase
discount or premium, less accrued expenses. Realized capital gains or losses
and unrealized appreciation or depreciation of the Fund's investment
securities are not included in the calculation. Any fee charged to all
shareholder accounts, such as a fixed monthly shareholder service fee, will
be included in the accrued expenses of the Government Money Market Fund (the
Fund does not currently expect to charge such fees), and the average price
per share of the Government Money Market Fund will include any changes in
net asset value during the seven-day period.
Because the Government Money Market Fund values its investments on an
amortized cost basis, it does not believe that there is likely to be any
material difference between net income for dividend and standardized yield
quotation purposes. The yield on the Government Money Market Fund will
fluctuate daily as the income earned on its investments changes at certain
times. Accordingly, there is no assurance that the yield quoted on any
given occasion will remain in effect for any period of time. The yield
should not be compared to other open-end investment companies, or to bank
time deposits and other debt securities which provide for a fixed yield for
a given period of time and which may have a different method of
computation.
The yield on the Government Money Market Fund based on the seven days
ended on June 30, 1997 was 6.10%, while the effective yield during the same
period was 6.29%. Since the inception of the Government Money Market Fund
on July 6, 1996, the Fund's average annual total return has been 5.02%.
FINANCIAL STATEMENTS
The report of Deloitte & Touche LLP, independent auditors, and the
audited financial statements of Lindner Investments, which are contained in
the Lindner Investments Annual Reports to Shareholders for the fiscal year
ended June 30, 1997, previously sent to shareholders of each fund pursuant
to Section 30(d) of the 1940 Act and previously filed with the Securities
and Exchange Commission, are hereby incorporated by reference into this
Statement of Additional Information. Lindner Investments will furnish
copies of such Annual Reports to Shareholders, without charge, upon request
made to the Secretary of Lindner Investments, 7711 Carondelet Avenue, Suite
700, St. Louis, Missouri 63105 (telephone: 800-995-7777).
CERTAIN OTHER MATTERS
Liability of Trustees and Others
The Declaration of Trust provides that the Trustees, officers, employees,
and agents of the Trust will not be liable to the Trust, to any Fund or to a
shareholder, nor will any such person be liable to any third party in
connection with the affairs of the Trust, except as such liability may arise
from his or its own bad faith, willful misfeasance, gross negligence, or
reckless disregard of duties. It also provides that all third parties shall
look solely to the Trust property for satisfaction of claims arising in
connection with the affairs of the Trust. With the exceptions stated, the
Declaration of Trust provides that a Trustee, officer, employee, or agent is
entitled to be indemnified against all
<PAGE> B-42
liability in connection with the affairs of the Trust.
Description of Series and Shares
The Declaration of Trust provides that the Trust shall be comprised of
one or more separate series of shares. The proceeds of sale of each series
will be invested in separate portfolios of securities. The Trustees are
authorized to create an unlimited number of series and, with respect to each
series, to issue an unlimited number of full and fractional shares of a
single class and to divide or combine the shares into a greater or lesser
number of shares without changing the proportion of beneficial interests in
the series.
All shares have equal voting rights, except that only shares of a
particular series are entitled to vote on matters concerning only that
series. Each issued and outstanding share is entitled to one vote, to
participate equally in dividends and distributions declared by the
respective series, and, upon liquidation or dissolution, to share in the net
assets of such series remaining after satisfaction of outstanding
liabilities. In the event a series should be unable to meet its
obligations, the remaining series would assume the unsatisfied obligations
of that series. All shares issued and outstanding are fully paid and
nonassessable by the Trust. The Trust is not required to issue share
certificates.
The shares of each series have no preference, preemptive, conversion or
similar rights. In the event the Trustees create one or more additional
series, shareholders may be given the right to exchange shares of one fund
for shares of such other series.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of that Act or applicable state law, or
otherwise, to the holders of the outstanding voting securities of an
investment company shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of
each class affected by the matter. Rule 18f-2 further provides that a class
shall be deemed to be affected by a matter unless it is clear that the
interests of each class in the matter are identical or that the matter does
not affect any interest of the class. Under the Rule, the approval of an
investment advisory agreement or any change in investment policy would be
effectively acted upon with respect to a class of shares only if approved by
a majority of the outstanding voting securities of such class. However, the
Rule also provides that the ratification of independent public accountants,
the approval of principal underwriting contracts, and the election of
Trustees are not subject to the separate voting requirements and may be
effectively acted upon by shareholders of the investment company voting
without regard to class.
As permitted by Massachusetts law, the Trustees may determine not to hold
shareholders meetings for the election of Trustees, subject, however, to the
requirement that a special meeting of shareholders be called for the purpose
of electing Trustees within 60 days if at any time less than a majority of
the current Trustees have been elected by shareholders of the Trust.
Because shares do not have cumulative voting rights, 50% of the voting
shares can, if they choose, elect all Trustees being selected while the
holders of the remaining shares would be unable to elect any Trustees. The
Trustees will call a special meeting of shareholders for the purpose of
voting on the question of removal of a Trustee or Trustees if shareholders
of record of 10% or more of the Trust's outstanding shares make a written
request so to do. Any ten or more shareholders who have been shareholders
for more than six months and who hold in the aggregate the lesser of 1% of
the
<PAGE> B-43
outstanding shares or shares with a net asset value of $25,000 may advise
the Trustees that they wish to communicate with other shareholders for the
purpose of obtaining signatures requesting Trustees to call such a meeting.
The Trustees must thereupon afford access to the list of Fund shareholders
or offer to mail such solicitations at the shareholder's cost. If a
majority of the Trustees object to the contents of the solicitation, the
Trustees may request a determination of the Securities and Exchange
Commission as to the obligation to mail such material.
Any change in the Declaration of Trust, the Advisory Agreement, the
Administrative Services Agreement, the Agency Agreement or the Transfer
Agency Agreement, if it has the effect of increasing costs, or in the
fundamental investment restrictions of a Fund must be approved by a majority
of the shareholders of that Fund before it can become effective. A
"majority" means the vote of the lesser of (1) 67% of the shares of the
applicable Fund present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy, or (2) more than 50%
of the outstanding shares of a Fund.
Registration Statement
The Prospectus and this Statement of Additional Information omit certain
information contained in the Registration Statement filed with the
Securities and Exchange Commission. Copies of the Registration Statement,
including such omitted items, may be obtained from the Commission by paying
the charges prescribed under its rules and regulations. In addition, the
SEC maintains an Internet Web site that contains reports, proxy and
information statements that are filed electronically with the SEC, including
the Trust's Registration Statement and such omitted items. The address of
this site is http://www.sec.gov.
Statements contained in the Prospectus and herein as to the contents of
any contact or other document referred to are not necessarily complete, and,
in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement of which the
Prospectus and this Statement of Additional Information form a part, each
such statement being qualified in all respects by such reference.
<PAGE> C-1
PART C
OTHER INFORMATION
Item 24. Financial Statement and Exhibits.
(a) Financial Statements for each Series of the Registrant (all of the
following are incorporated by reference in Part B, the Statement of
Additional Information, from the Registrant's Annual Reports to
Shareholders for the fiscal year ended June 30, 1997):
(1) Statements of Assets and Liabilities as of June 30, 1997
(2) Schedules of Investments as of June 30, 1997
(3) Statements of Operations for the fiscal year ended June 30,
1997
(4) Statements of Changes in Net Assets for the fiscal year
ended June 30, 1997
(5) Financial Highlights for the fiscal year ended June 30, 1997
(6) Independent Auditors' Report
(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) First Amended Certificate of Designation of Series and
Classes of Shares (previously filed as Exhibit 4 to
Post-Effective Amendment No. 12 and incorporated herein by
reference)
(5) (a) Advisory and Service Contract, dated as of September 23,
1993, between the Registrant and Ryback Management
Corporation relating to the Lindner Utility Fund and the
Lindner/Ryback Small-Cap Fund (previously filed as Exhibit
5(a) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(b) Advisory and Service Contract, dated as of September 23,
1993, between the Registrant and Ryback Management
Corporation relating to the Lindner Bulwark Fund (previously
filed as Exhibit 5(b) to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(c) Advisory and Service Contract, dated as of December 29,
1994, between the Registrant and Ryback Management
Corporation relating to the Lindner International Fund
(previously filed as Exhibit 5(c) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(d) Advisory and Service Contract, effective as of June 28,
1995, between the Registrant and Ryback Management
Corporation relating to the Lindner Dividend Fund
(previously filed as Exhibit 5(d) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(e) Advisory and Service Contract, effective as of June 28,
1995, between the Registrant and Ryback Management
Corporation relating to the Lindner Growth Fund (previously
filed as Exhibit 5(e) to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(f) Advisory Agreement, dated as of May 20, 1996, between
the Registrant and Ryback Management Corporation, relating
to the Lindner Government Money Market Fund
<PAGE> C-2
(previously filed as Exhibit 5(f) to Post-Effective
Amendment No. 11 and incorporated herein by reference)
(g) Subadvisory Agreement, dated as of May 20, 1996, between
Ryback Management Corporation and Star Bank, N.A., relating
to the Lindner Government Money Market Fund (previously
filed as Exhibit 5(g) to Post-Effective Amendment No. 11 and
incorporated herein by reference)
(6) None
(7) None
(8) (a) Custody Agreement between the Registrant and Star Bank,
N.A., dated December 7, 1994 (previously filed as Exhibit
8(a) to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(b) Global Custody Agreement between the Registrant and
Chase Manhattan Bank, N.A., dated September 28, 1993
(previously filed as Exhibit 8(b) to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(9) (a) Agency Agreement, dated September 23, 1993, between the
Registrant and Ryback Management Corporation, as amended on
August 18, 1994 (previously filed as Exhibit 9 to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(b) Second Amendment to Agency Agreement, dated as of
September 26, 1996 (filed herewith)
(c) Transfer Agency Agreement, dated as of May 20, 1996,
between the Registrant and Ryback Management Corporation,
relating to the Lindner Government Money Market Fund
(previously filed as Exhibit 9(b) to Post-Effective
Amendment No. 11 and incorporated herein by reference)
(d) Administrative Services Agreement, dated as of May 20,
1996, between the Registrant and Ryback Management
Corporation, relating to the Lindner Government Money Market
Fund (previously filed as Exhibit 9(c) to Post-Effective
Amendment No. 11 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) (a) Purchase Agreements, dated as of February 1, 1996,
between the Registrant and the initial holders of
Institutional Shares of each Series of the Registrant
(previously filed as Exhibit 13 to Post-Effective Amendment
No. 8 and incorporated herein by reference)
(b) Purchase Agreement, dated as of May 15, 1996, between
the Registrant and the initial holders of shares of Lindner
Government Money Market Fund (previously filed as Exhibit
13(b) to Post-Effective Amendment No. 11 and incorporated
herein by reference)
(14) None
(15) Distribution and Service Plan pursuant to Rule 12b-1
(previously filed as Exhibit 15 to Post-Effective Amendment
No. 8 and incorporated herein by reference)
(16) None
(17) Financial Data Schedules for each Series (EDGAR filing
only)(filed herewith)
(18) Lindner Investments Rule 18f-3 Dual-Class Plan (previously
filed as Exhibit 18 to Post-Effective Amendment No. 8 and
incorporated herein by reference)
<PAGE> C-3
Item 25. Persons Controlled by or Under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities.
The following table sets forth information as to all record holders
of Registrant's securities as of September 30, 1997:
Number of
Title of Class Record Holders
- -------------- --------------
Lindner Dividend Fund, shares of beneficial interest,
par value $0.01 per share--
Investor Shares 63,118
Institutional Shares 14
Lindner Growth Fund, shares of beneficial interest,
par value $0.01 per share--
Investor Shares 47,918
Institutional Shares 13
Lindner Utility Fund, shares of beneficial interest,
par value $0.01 per share--
Investor Shares 2,366
Institutional Shares 6
Lindner Bulwark Fund, shares of beneficial interest
par value $0.01 per share--
Investor Shares 2,382
Institutional Shares 6
Lindner/Ryback Small-Cap Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares 1,672
Institutional Shares 5
Lindner International Fund, shares of beneficial
interest, par value $0.01 per share--
Investor Shares 388
Institutional Shares 6
Lindner Government Money Market Fund, shares of
beneficial interest, par value $0.01 per share--
Investor Shares 1,177
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
<PAGE> C-4
by him in connection with any debt, claim, action, demand, suit, proceeding,
judgment, decree, liability or obligation of any kind in which he becomes
involved as a party or otherwise or is threatened by virtue of his being or
having been a trustee, officer, employee or agent of the Registrant or of
another enterprise at the request of the Registrant and against amounts paid
or incurred by him in the compromise or settlement hereof.
No indemnification will be provided to a trustee or officer: (i)
against any liability to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office ("disabling conduct"); (ii)
with respect to any matter as to which he shall, by the court or other body
by or before which the proceeding was brought or engaged, have been finally
adjudicated to be liable by reason of disabling conduct; (iii) in the
absence of a final adjudication on the merits that such trustee or officer
did not engage in disabling conduct, unless a reasonable determination based
upon a review of the facts that the person to be indemnified is not liable
by reason of such conduct, is made by vote of a majority of a quorum of the
trustees who are neither interested persons nor parties to the proceedings,
or by independent legal counsel, in a written opinion.
The rights of indemnification may be insured against by policies
maintained by the Registrant, will be severable, will not affect any other
rights to which any trustee, officer, employee or agent may now or hereafter
be entitled, will continue as to a person who has ceased to be such trustee,
officer, employee, or agent and will inure to the benefit of the heirs,
executors and administrators of such a persons; provided, however, that no
person may satisfy any right of indemnity or reimbursement except out of the
property of the Registrant, and no other person will be personally liable to
provide indemnity or reimbursement (except an insurer or surety or person
otherwise bound by contract).
Article XIV of the Registrants Bylaws provides that the Registrant
will indemnify each trustee and officer to the full extent permitted by
applicable federal, state and local statutes, rules and regulations and the
Declaration of Trust, as amended from time to time. With respect to a
proceeding against a trustee or officer brought by or on behalf of the
Registrant to obtain a judgment or decree in its favor, the Registrant will
provide the officer or trustee with the same indemnification, after the same
determination, as it is required to provide with respect to a proceeding not
brought by or on behalf of the Registrant.
This indemnification will be provided with respect to an action,
suit proceeding arising from an act or omission or alleged act or omission,
whether occurring before or after the adoption of Article XIV of the
Registrant's Bylaws.
Item 28. Business and Other Connections with Investment Advisor.
Information concerning the business, profession, vocation, or
employment of a substantial nature during the past two fiscal years of each
officer and director of the Adviser that also serves as an officer and/or
director of the Registrant (i.e., Messrs. Eric E. Ryback, Robert A. Lange,
Brian L. Blomquist, Lawrence G. Callahan, and Doug T. Valassis) is set forth
in Part B of this Registration Statement under the heading "Management of
the Trust", and is incorporated herein by reference. 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:
<PAGE> C-5
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
520 Lake Cook Road, Suite 380,
Lake Forest, Illinois 60045.
Robert Miller Director Vice President and Controller of
Franklin Enterprises, Inc.
Item 29. Principal Underwriters.
Not applicable.
Item 30. Location of Accounts and Records.
All accounts and records required to be maintained by the Registrant
are maintained by the transfer agent, Ryback Management Corporation, 7711
Carondelet Avenue, P.O. Box 11208, St. Louis, Missouri 63105.
Item 31. Management Services.
There are no management-related service contracts not discussed in
Part A or Part B of this Registration Statement.
Item 32. Undertakings.
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.
<PAGE> C-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Post-Effective Amendment to
its Registration Statement pursuant to Rule 485(b)(1)(iii) under the
Securities Act of 1933, as amended, and 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 20th day of October, 1997.
LINDNER INVESTMENTS
By: /S/ ERIC E. RYBACK
Eric E. Ryback, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities indicated on October 20, 1997.
** Chairman and Trustee
Doug T. Valassis
/S/ ERIC E. RYBACK President and Trustee (Principal Executive Officer)
Eric E. Ryback
/S/ BRIAN L. BLOMQUIST Vice President- Operations, Secretary and Treasurer
Brian L. Blomquist (Principal Financial and Accounting Officer)
** Trustee
Robert L. Byman
** Trustee
Terrence P. Fitzgerald
** Trustee
Marc P. Hartstein
** Trustee
Peter S. Horos
** Trustee
Donald J. Murphy
** Trustee
Dennis P. Nash
**Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney previously filed and incorporated herein by reference.
By: /S/ ERIC E. RYBACK
Eric E. Ryback, Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(10) Opinion of Dykema Gossett PLLC, counsel for the Registrant,
including consent
(11) Consent of Deloitte & Touche LLP
(27) Financial Data Schedules for each Series (EDGAR filing only)
Exhibit 10
DYKEMA GOSSETT PLLC
400 Renaissance Center
Detroit, Michigan 48243
October 20, 1997
Board of Trustees
Lindner Investments
7711 Carondelet Avenue, Suite 700
St. Louis, Missouri 63105
Gentlemen:
Lindner Investments, a Massachusetts business trust (the "Trust")
has registered under the Securities Act of 1933, as amended (the "1933
Act"), an indefinite number of shares of beneficial interest, as permitted
by Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Trust proposes to file post-effective amendment number 14
(the "Post-Effective Amendment") to its Registration Statement as required
by Section 10(a)(3) of the 1933 Act.
We have examined the Trust's Declaration of Trust on file in the
office of the Secretary of the Commonwealth of Massachusetts and the Clerk
of the City of Boston. We have also examined a copy of the Trust's Bylaws
and such other documents and records as we have deemed necessary for the
purpose of this opinion.
Based upon the foregoing, we are of the opinion that the issue and
sale of the authorized but unissued Shares of each Series of Lindner
Investments have been duly authorized under Massachusetts law. Upon the
original issue and sale of the Trust's authorized but unissued Shares and
upon receipt of the authorized consideration therefor in an amount not less
than the net asset value of the Shares established and in force at the time
of their sale, the Shares issued will be validly issued, fully paid and
non-assessable shares.
Lindner Investmens is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Agreement and Declaration of Trust
provides for indemnification out of the property of a particular series of
shares for all loss and expense of any shareholder of that series held
personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of shareholder liability is limited to
circumstances in which that series of shares itself would be unable to meet
its obligations.
We understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this
opinion with and as a part of 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
Exhibit 11
INDEPENDENT AUDITORS'CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 14 to Registration Statement under the Securities Act of 1933
(filed under Securities Act File No. 33-66712) and in Post-Effective
Amendment No. 16 to Registration Statement under the Investment Company Act
of 1940 (filed under Investment Company Act File No. 811-7932)(the "Post-
Effective Amendment"), of our report dated August 8, 1997, appearing in the
Annual Report to Shareholders of Lindner Investments, relating to the
Lindner Growth Fund, Lindner Dividend Fund, Lindner Utility Fund, Lindner
Bulwark Fund, Lindner/Ryback Small-Cap Fund and Lindner International Fund,
for the fiscal year ended June 30, 1997, and our report dated August 8,
1997, appearing in the Annual Report to Shareholders of the Lindner
Investments, relating to the Lindner Government Money Market Fund, for the
fiscal year ended June 30, 1997, which reports are incorporated by reference
in the Statement of Additional Information forming a part of the Post-
Effective Amendment, and to the references to us under the headings
"Financial Highlights" and "Management of the Trust" in the Prospectus
forming a part of such Post-Effective Amendment, and to the reference to us
under the heading "Investment Advisory and Other Services--Custodians and
Independent Auditors" in the Statement of Additional Information forming a
part of such Post-Effective Amendment.
/S/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
St. Louis, Missouri
October 17, 1997
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Dividend Fund Investor Class
<NUMBER> 1
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
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<INVESTMENTS-AT-COST> 1,952,972
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<OVERDISTRIBUTION-NII> (1,806)
<ACCUMULATED-NET-GAINS> 127,138
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 43,179
<NET-ASSETS> 2,018,906
<DIVIDEND-INCOME> 79,088
<INTEREST-INCOME> 61,367
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<EXPENSES-NET> 13,327
<NET-INVESTMENT-INCOME> 127,128
<REALIZED-GAINS-CURRENT> 142,457
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<TABLE> <S> <C>
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<SERIES>
<NAME> Lindner Dividend Fund Institutional Class
<NUMBER> 1
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-09-1996
<PERIOD-END> JUN-30-1997
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<INVESTMENTS-AT-VALUE> 1,996,919
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<TOTAL-LIABILITIES> 30,360
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<PAID-IN-CAPITAL-COMMON> 1,850,395
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<SHARES-COMMON-PRIOR> 81,202
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,806)
<ACCUMULATED-NET-GAINS> 127,138
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 43,179
<NET-ASSETS> 2,018,906
<DIVIDEND-INCOME> 79,088
<INTEREST-INCOME> 61,367
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<EXPENSES-NET> 13,327
<NET-INVESTMENT-INCOME> 127,128
<REALIZED-GAINS-CURRENT> 142,457
<APPREC-INCREASE-CURRENT> (87,961)
<NET-CHANGE-FROM-OPS> 181,624
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 131,174
<DISTRIBUTIONS-OF-GAINS> 62,635
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 82
<NUMBER-OF-SHARES-REDEEMED> 13
<SHARES-REINVESTED> 3
<NET-CHANGE-IN-ASSETS> (274,028)
<ACCUMULATED-NII-PRIOR> 2,341
<ACCUMULATED-GAINS-PRIOR> 47,316
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11,333
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13,408
<AVERAGE-NET-ASSETS> 2,215,811
<PER-SHARE-NAV-BEGIN> 28.07
<PER-SHARE-NII> 1.61
<PER-SHARE-GAIN-APPREC> .66
<PER-SHARE-DIVIDEND> 1.66
<PER-SHARE-DISTRIBUTIONS> .78
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<PER-SHARE-NAV-END> 27.90
<EXPENSE-RATIO> .85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Growth Fund Investor Class
<NUMBER> 3
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,164,362
<INVESTMENTS-AT-VALUE> 1,489,117
<RECEIVABLES> 9,907
<ASSETS-OTHER> 262
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,499,286
<PAYABLE-FOR-SECURITIES> 1,386
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,824
<TOTAL-LIABILITIES> 4,210
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,016,400
<SHARES-COMMON-STOCK> 57,546
<SHARES-COMMON-PRIOR> 54,796
<ACCUMULATED-NII-CURRENT> 9,710
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 144,213
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 324,753
<NET-ASSETS> 1,495,076
<DIVIDEND-INCOME> 14,480
<INTEREST-INCOME> 11,514
<OTHER-INCOME> 0
<EXPENSES-NET> 6,202
<NET-INVESTMENT-INCOME> 19,792
<REALIZED-GAINS-CURRENT> 164,350
<APPREC-INCREASE-CURRENT> (10,309)
<NET-CHANGE-FROM-OPS> 173,833
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 20,933
<DISTRIBUTIONS-OF-GAINS> 166,342
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,034
<NUMBER-OF-SHARES-REDEEMED> 8,412
<SHARES-REINVESTED> 7,124
<NET-CHANGE-IN-ASSETS> 48,982
<ACCUMULATED-NII-PRIOR> 10,851
<ACCUMULATED-GAINS-PRIOR> 146,204
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,861
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,256
<AVERAGE-NET-ASSETS> 1,470
<PER-SHARE-NAV-BEGIN> 26.39
<PER-SHARE-NII> .36
<PER-SHARE-GAIN-APPREC> 2.72
<PER-SHARE-DIVIDEND> .39
<PER-SHARE-DISTRIBUTIONS> 3.10
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.98
<EXPENSE-RATIO> .44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Growth Fund Institutional Class
<NUMBER> 4
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-12-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,164,362
<INVESTMENTS-AT-VALUE> 1,487,117
<RECEIVABLES> 9,907
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,499,286
<PAYABLE-FOR-SECURITIES> 1,386
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,824
<TOTAL-LIABILITIES> 4,710
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,016,400
<SHARES-COMMON-STOCK> 57,546
<SHARES-COMMON-PRIOR> 54,796
<ACCUMULATED-NII-CURRENT> 9,710
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 144,213
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 324,753
<NET-ASSETS> 1,495,076
<DIVIDEND-INCOME> 14,480
<INTEREST-INCOME> 11,514
<OTHER-INCOME> 0
<EXPENSES-NET> 6,202
<NET-INVESTMENT-INCOME> 19,792
<REALIZED-GAINS-CURRENT> 164,350
<APPREC-INCREASE-CURRENT> (10,309)
<NET-CHANGE-FROM-OPS> 173,833
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 20,933
<DISTRIBUTIONS-OF-GAINS> 166,342
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 48,982
<ACCUMULATED-NII-PRIOR> 10,851
<ACCUMULATED-GAINS-PRIOR> 146,204
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,861
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,256
<AVERAGE-NET-ASSETS> 1,470
<PER-SHARE-NAV-BEGIN> 26.39
<PER-SHARE-NII> .34
<PER-SHARE-GAIN-APPREC> 2.68
<PER-SHARE-DIVIDEND> .37
<PER-SHARE-DISTRIBUTIONS> 3.10
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.94
<EXPENSE-RATIO> .46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Utility Fund Investor Class
<NUMBER> 5
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 39,723,776
<INVESTMENTS-AT-VALUE> 45,323,794
<RECEIVABLES> 2,031,570
<ASSETS-OTHER> 143,486
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 47,498,850
<PAYABLE-FOR-SECURITIES> 640,856
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 94,078
<TOTAL-LIABILITIES> 734,934
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,924,145
<SHARES-COMMON-STOCK> 2,969,365
<SHARES-COMMON-PRIOR> 2,273,850
<ACCUMULATED-NII-CURRENT> 31,617
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,208,135
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,600,019
<NET-ASSETS> 46,763,916
<DIVIDEND-INCOME> 1,175,226
<INTEREST-INCOME> 254,979
<OTHER-INCOME> 0
<EXPENSES-NET> 343,523
<NET-INVESTMENT-INCOME> 1,086,682
<REALIZED-GAINS-CURRENT> 2,371,071
<APPREC-INCREASE-CURRENT> 1,512,781
<NET-CHANGE-FROM-OPS> 4,970,534
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,158,901
<DISTRIBUTIONS-OF-GAINS> 36,858
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,353,165
<NUMBER-OF-SHARES-REDEEMED> 1,734,066
<SHARES-REINVESTED> 72,998
<NET-CHANGE-IN-ASSETS> 14,465,036
<ACCUMULATED-NII-PRIOR> 103,836
<ACCUMULATED-GAINS-PRIOR> (126,078)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 271,898
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 344,979
<AVERAGE-NET-ASSETS> 38,685,577
<PER-SHARE-NAV-BEGIN> 14.20
<PER-SHARE-NII> .39
<PER-SHARE-GAIN-APPREC> 1.60
<PER-SHARE-DIVIDEND> .42
<PER-SHARE-DISTRIBUTIONS> .02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.75
<EXPENSE-RATIO> .89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Utility Fund Institutional Class
<NUMBER> 6
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 39,723,776
<INVESTMENTS-AT-VALUE> 45,323,794
<RECEIVABLES> 2,031,570
<ASSETS-OTHER> 143,486
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 47,498,850
<PAYABLE-FOR-SECURITIES> 640,856
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 94,078
<TOTAL-LIABILITIES> 734,934
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,924,145
<SHARES-COMMON-STOCK> 2,969,365
<SHARES-COMMON-PRIOR> 2,273,850
<ACCUMULATED-NII-CURRENT> 31,617
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,208,135
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,600,019
<NET-ASSETS> 46,763,916
<DIVIDEND-INCOME> 1,175,226
<INTEREST-INCOME> 254,979
<OTHER-INCOME> 0
<EXPENSES-NET> 343,523
<NET-INVESTMENT-INCOME> 1,086,682
<REALIZED-GAINS-CURRENT> 2,371,071
<APPREC-INCREASE-CURRENT> 1,512,781
<NET-CHANGE-FROM-OPS> 4,970,534
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,158,901
<DISTRIBUTIONS-OF-GAINS> 36,858
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19,057
<NUMBER-OF-SHARES-REDEEMED> 15,812
<SHARES-REINVESTED> 173
<NET-CHANGE-IN-ASSETS> 14,465,036
<ACCUMULATED-NII-PRIOR> 103,836
<ACCUMULATED-GAINS-PRIOR> (126,078)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 271,898
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 344,979
<AVERAGE-NET-ASSETS> 38,685,577
<PER-SHARE-NAV-BEGIN> 14.20
<PER-SHARE-NII> .27
<PER-SHARE-GAIN-APPREC> 1.60
<PER-SHARE-DIVIDEND> .31
<PER-SHARE-DISTRIBUTIONS> .02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.74
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Bulwark Fund Investor Class
<NUMBER> 7
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 60,317,208
<INVESTMENTS-AT-VALUE> 51,401,066
<RECEIVABLES> 190,564,872
<ASSETS-OTHER> 22,533,796
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 264,499,734
<PAYABLE-FOR-SECURITIES> 176,192,469
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 18,226,920
<TOTAL-LIABILITIES> 194,419,389
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 88,135,247
<SHARES-COMMON-STOCK> 10,460,943
<SHARES-COMMON-PRIOR> 7,451,414
<ACCUMULATED-NII-CURRENT> 2,224,739
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,258,470)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (12,021,171)
<NET-ASSETS> 70,080,345
<DIVIDEND-INCOME> 1,541,305
<INTEREST-INCOME> 2,453,589
<OTHER-INCOME> 0
<EXPENSES-NET> 938,676
<NET-INVESTMENT-INCOME> 3,056,218
<REALIZED-GAINS-CURRENT> (366,095)
<APPREC-INCREASE-CURRENT> (20,902,706)
<NET-CHANGE-FROM-OPS> (18,212,583)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,339,886
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,966,627
<NUMBER-OF-SHARES-REDEEMED> 9,346,728
<SHARES-REINVESTED> 154,353
<NET-CHANGE-IN-ASSETS> 7,822,499
<ACCUMULATED-NII-PRIOR> 508,405
<ACCUMULATED-GAINS-PRIOR> (7,892,374)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,541,305
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 941,001
<AVERAGE-NET-ASSETS> 79,334,456
<PER-SHARE-NAV-BEGIN> 8.36
<PER-SHARE-NII> .29
<PER-SHARE-GAIN-APPREC> (1.81)
<PER-SHARE-DIVIDEND> .14
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.70
<EXPENSE-RATIO> 1.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Bulwark Fund Institutional Class
<NUMBER> 8
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 60,317,208
<INVESTMENTS-AT-VALUE> 51,401,066
<RECEIVABLES> 190,564,872
<ASSETS-OTHER> 22,533,796
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 264,499,734
<PAYABLE-FOR-SECURITIES> 176,192,469
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 18,226,920
<TOTAL-LIABILITIES> 194,419,389
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 88,135,247
<SHARES-COMMON-STOCK> 10,460,943
<SHARES-COMMON-PRIOR> 7,451,414
<ACCUMULATED-NII-CURRENT> 2,224,737
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,258,470)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (12,021,171)
<NET-ASSETS> 70,080,345
<DIVIDEND-INCOME> 1,541,305
<INTEREST-INCOME> 2,453,589
<OTHER-INCOME> 0
<EXPENSES-NET> 938,676
<NET-INVESTMENT-INCOME> 3,056,218
<REALIZED-GAINS-CURRENT> (366,895)
<APPREC-INCREASE-CURRENT> (20,902,706)
<NET-CHANGE-FROM-OPS> (18,212,583)
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<NUMBER-OF-SHARES-SOLD> 286,659
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner/Ryback Small-Cap Fund Investor Class
<NUMBER> 9
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
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<INVESTMENTS-AT-VALUE> 24,950,216
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<NUMBER-OF-SHARES-SOLD> 2,182,401
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner/Ryback Small-Cap Fund Institutional Class
<NUMBER> 10
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUN-30-1997
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner International Fund Investor Class
<NUMBER> 11
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
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<TOTAL-ASSETS> 4,735,662
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<TOTAL-LIABILITIES> 24,885
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<ACCUMULATED-NII-CURRENT> (3,480)
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<SHARES-REINVESTED> 2,851
<NET-CHANGE-IN-ASSETS> 3,508,797
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<ACCUMULATED-GAINS-PRIOR> 271,092
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25,886
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 51,177
<AVERAGE-NET-ASSETS> 2,570,595
<PER-SHARE-NAV-BEGIN> 9.89
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> 1.45
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .14
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<PER-SHARE-NAV-END> 11.19
<EXPENSE-RATIO> 1.96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner International Fund Institutional Class
<NUMBER> 12
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 4,117,714
<INVESTMENTS-AT-VALUE> 4,602,547
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<ASSETS-OTHER> 123,310
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,735,662
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 24,885
<TOTAL-LIABILITIES> 24,885
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,144,864
<SHARES-COMMON-STOCK> 421,007
<SHARES-COMMON-PRIOR> 121,532
<ACCUMULATED-NII-CURRENT> (3,480)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 84,618
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 484,775
<NET-ASSETS> 4,710,777
<DIVIDEND-INCOME> 34,383
<INTEREST-INCOME> 13,212
<OTHER-INCOME> 0
<EXPENSES-NET> 51,120
<NET-INVESTMENT-INCOME> (3,525)
<REALIZED-GAINS-CURRENT> 84,657
<APPREC-INCREASE-CURRENT> 391,577
<NET-CHANGE-FROM-OPS> 472,709
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 281
<DISTRIBUTIONS-OF-GAINS> 27,131
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,508,797
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<ACCUMULATED-GAINS-PRIOR> 271,092
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25,886
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 51,177
<AVERAGE-NET-ASSETS> 2,570,595
<PER-SHARE-NAV-BEGIN> 9.89
<PER-SHARE-NII> (.04)
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 14
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<PER-SHARE-NAV-END> 11.16
<EXPENSE-RATIO> 1.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NAME> Lindner Government Money Market Fund Investor
Class
<NUMBER> 13
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-06-1996
<PERIOD-END> JUN-30-1997
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<INVESTMENTS-AT-VALUE> 38,972,893
<RECEIVABLES> 232,311
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<TOTAL-ASSETS> 39,533,628
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<TOTAL-LIABILITIES> 317,484
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<PAID-IN-CAPITAL-COMMON> 39,216,144
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<SHARES-COMMON-PRIOR> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 39,216,144
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,989,135
<OTHER-INCOME> 0
<EXPENSES-NET> 153,761
<NET-INVESTMENT-INCOME> 1,853,374
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<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 39,216,144
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<DISTRIBUTIONS-OF-INCOME> 1,853,374
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 199,004,025
<NUMBER-OF-SHARES-REDEEMED> 160,693,338
<SHARES-REINVESTED> 905,457
<NET-CHANGE-IN-ASSETS> 39,216,144
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<GROSS-ADVISORY-FEES> 54,669
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 155,504
<AVERAGE-NET-ASSETS> 36,663,261
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
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<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
