<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Lindner Investments
------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
-------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------
(5) Total fee paid:
-------------------------
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------
(2) Form, Schedule or Registration Statement No.:
----------
(3) Filing Party:
-----------
(4) Date Filed:
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[LINDNER FUNDS LETTERHEAD]
November __, 1998
Fellow Shareholders:
You are invited to attend a special meeting of the shareholders (the "Meeting")
of the following funds:
Lindner Dividend Fund
Lindner Growth Fund
Lindner Utility Fund
Lindner Bulwark Fund
Lindner/Ryback Small-Cap Fund
Lindner International Fund
Lindner High-Yield Bond Fund
The Meeting for each Fund will be held on December 17, 1998, at the offices of
the Trust, 7711 Carondelet Avenue, 3rd Floor, St. Louis (Clayton), Missouri
63105, at 9:00 a.m., Central Time. As explained in the Proxy Statement
accompanying this letter, at the Meeting you will be asked to approve certain
changes in investment policies for your Fund as well as an increase in the fees
paid to your Fund's transfer agent, Ryback Management Corporation. In addition,
shareholders of the Bulwark Fund will be asked to approve several changes in
that Fund's investment objectives and policies that the Adviser, Ryback
Management Corporation, believes will enable it to be more successfully managed,
and shareholders of the Growth Fund will be asked to approve a change in the
index used to measure the Adviser's performance under its Advisory Contract.
These matters are described in the accompanying Proxy Statement.
As a shareholder, you are not required to attend the Meeting; however, you are
strongly encouraged to exercise your vote. Your vote is important no matter how
many shares you own.
For those who are unable to attend the meeting, please note that you have
received one proxy card for each Fund you own. A postage-paid reply envelope has
been enclosed for you to return your signed and dated proxy vote. It is
important that we receive your vote(s) prior to the Meeting. Voting will also
be possible by use of the Internet and by telephone, as described on the next
page.
Sincerely,
Doug T. Valassis, Chairman
<PAGE>
PROXY VOTING INFORMATION
The enclosed proxy statement discusses important issues affecting your Lindner
Fund. To make voting faster and more convenient for you, we're offering the
options of voting on the Internet or by telephone instead of completing and
mailing the enclosed card. Either method is generally available 24 hours a day,
and your vote will be confirmed and posted immediately. If you choose to vote
via the Internet or by telephone, do not mail the proxy card.
However you choose to vote, it is important that you vote to save the expense of
additional solicitations.
WAYS TO VOTE:
TO VOTE ON THE INTERNET
1. Read the proxy statement.
2. Go to www.proxyvote.com or the "Proxy voting" link on www.____.com
3. Enter the 12 -digit control number on your proxy card.
4. Follow the instructions on the site.
TO VOTE BY TELEPHONE
1. Read the proxy statement.
2. Call the toll-free number on your proxy card.
3. Enter the 12-digit control number on your proxy card.
4. Follow the recorded instructions.
YOUR VOTE IS IMPORTANT TO US, PLEASE VOTE NOW.
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN, DATE
AND RETURN IT IN THE ENVELOPE PROVIDED. TO SAVE THE COST OF ADDITIONAL
SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
LINDNER INVESTMENTS
7711 Carondelet, Suite 700
St. Louis, MO 63105
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 17,1998
November __, 1998
TO THE SHAREHOLDERS OF THE LINDNER DIVIDEND FUND, LINDNER GROWTH FUND, LINDNER
UTILITY FUND, LINDNER BULWARK FUND, LINDNER/RYBACK SMALL-CAP FUND, LINDNER
INTERNATIONAL FUND AND LINDNER HIGH-YIELD BOND FUND:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of
each of the Funds named above (each, a "Fund" and collectively, the "Funds") of
Lindner Investments (the "Trust") will be held on December 17, 1998, at 9:00
a.m., Central time, at the offices of the Trust, 7711 Carondelet Avenue, 3rd
Floor, St. Louis (Clayton), Missouri 63105.
The Meeting will be held with respect to the Funds to act on the following
proposals:
ITEM 1 To approve changes to the fundamental investment policies and
restrictions of certain Funds, as follows:
(a) To approve a change in the fundamental investment policy that
prohibits or limits borrowings and the issuance of senior
securities by a Fund (All Funds); and
(b) To approve the elimination of the restriction on a Fund's ability
to invest to exercise control of a company (Dividend, Growth,
Utility, Bulwark, Small-Cap and International Funds).
ITEM 2 To approve a change in the following fundamental investment policies
and restrictions to make them non-fundamental policies and
restrictions:
(a) restriction on purchasing securities on margin (All Funds);
(b) restriction on short sales (Dividend, Growth, Utility, Bulwark,
Small-Cap and International Funds); and
(c) restriction on writing or selling put and call options, or any
combination thereof (Dividend, Growth, Utility, Small-Cap and
International Funds).
ITEM 3 To approve changes to the investment objective, concentration policy,
sub-classification and certain fundamental investment policies of
Lindner Bulwark Fund
<PAGE>
in order to permit it to be managed as a "market neutral" equity fund
(Bulwark Fund Only).
ITEM 4 To approve an amendment to the Agency Agreement between Ryback
Management Corporation and the Trust for all Funds other than the
High-Yield Bond Fund to increase the annual fee payable by the Funds
for transfer agent services from $9.00 per shareholder account to
$11.00 per shareholder account (Dividend, Growth, Utility, Bulwark,
Small-Cap and International Funds).
ITEM 5 To approve an amendment to the Advisory and Service Contract between
the Trust and Ryback Management Corporation relating to the Lindner
Growth Fund to change the index for judging the performance of Ryback
from the Standard & Poor's 500 Composite Stock Index to the Russell
2000 Index (Growth Fund Only).
The Proposals stated above are discussed in detail in the attached Proxy
Statement. Shareholders of record as of the close of business on October 26,
1998, are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSALS.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD OR CARDS WHICH ARE BEING SOLICITED BY THE
TRUST'S BOARD OF TRUSTEES. IF YOU OWN SHARES DIRECTLY YOU MAY ALSO FAX YOUR
VOTED CARD(S) TO 1-800-________ TO REGISTER YOUR VOTE. THIS IS IMPORTANT FOR
THE PURPOSE OF ENSURING A QUORUM AT THE MEETING. A PROXY MAY BE REVOKED BY ANY
SHAREHOLDER AT ANY TIME BEFORE IT IS EXERCISED BY EXECUTING AND SUBMITTING A
REVISED PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION TO THE TRUST'S SECRETARY,
OR BY WITHDRAWING THE PROXY AND VOTING IN PERSON AT THE MEETING.
By Order of the Board of Trustees,
Brian L. Blomquist, Secretary
<PAGE>
LINDNER INVESTMENTS
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 17, 1998
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of Lindner Investments (the "Trust")
on behalf of Lindner Dividend Fund, Lindner Growth Fund, Lindner Utility Fund,
Lindner Bulwark Fund, Lindner/Ryback Small-Cap Fund, Lindner International Fund
and Lindner High-Yield Bond Fund (the "Funds," and each a "Fund"), to be used at
a Special Meeting of Shareholders of each Fund to be held at the offices of the
Trust, 7711 Carondelet Avenue, 3rd Floor, St. Louis (Clayton), Missouri 63105,
at 9:00 a.m., Central Time, on December 17, 1998, and at any adjournments
thereof, for the purposes set forth in the accompanying Notice (collectively,
the "Meeting").
This Proxy Statement, the Notice of Meeting of Shareholders and the proxy card
are being mailed to shareholders on or about November __, 1998. All properly
executed proxies received in time for the Meeting (either by returning the paper
proxy card or by submitting your proxy electronically via the Internet or by
telephone) will be voted as specified on the proxy or, if no specification is
made, in favor of the proposals referred to in the Proxy Statement. Any
shareholder giving a proxy has the power to revoke it by mail (addressed to the
Secretary of the Fund at the principal executive office of the Fund, 7711
Carondelet, Suite 700, St. Louis, Missouri 63105) or in person at the Meeting,
by executing a superseding proxy or by submitting a notice of revocation to the
Fund. In the absence of a notice of revocation, shares will be voted in
accordance with the proxy received last.
FOR A FREE COPY OF THE TRUST'S ANNUAL REPORT FOR THE PERIOD ENDED JUNE 30, 1998,
WRITE TO THE TRUST'S INVESTMENT ADVISER AND ADMINISTRATOR RYBACK MANAGEMENT
CORPORATION, AT 7711 CARONDELET, SUITE 700, ST. LOUIS, MISSOURI 63105, OR CALL
1-800-995-7777.
RECORD DATE AND VOTING
The Board of Trustees has fixed the close of business on October 26, 1998 (the
"Record Date"), as the record date for the determination of shareholders of each
Fund entitled to notice of and to vote at the Meeting. Because all proposals
will affect both the Investor Shares and the Institutional Shares of each Fund
on an identical basis, shares of both classes of each Fund will vote together as
a single class at the Meeting. As of the Record Date, the aggregate number of
Investor Shares and Institutional Shares of each Fund issued and outstanding was
as follows:
COMBINED
FUND SHARES
---- ------
Lindner Dividend Fund ........................
Lindner Growth Fund ..........................
Lindner Utility Fund .........................
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Lindner Bulwark Fund .........................
Lindner/Small-Cap Fund .......................
Lindner International Fund ...................
Lindner High-Yield Bond Fund .................
At the Record Date, no person owned of record or beneficially 5% or more of the
outstanding voting shares of any Fund (for this purpose, shares of a Fund's
Investor Shares and its Institutional Shares have been aggregated, since both
classes of each series will vote as a group).
Proxy solicitations will be made primarily by mail, but proxy solicitations also
may be made by facsimile, telegraph or personal interview. The Trust will bear
all proxy solicitation costs. Any shareholder submitting a proxy may revoke it
at any time before it is exercised by submitting to the Trust a written notice
of revocation or a subsequently executed proxy or by attending the Meeting and
voting in person.
The Board of Trustees intends to bring before the meeting the matters set forth
in Items 1 through 5 in the accompanying Notice of Special Meeting. The persons
named in the enclosed proxy and acting thereunder will vote with respect to
Items 1 through 5 in accordance with the directions of the shareholders as
specified on the proxy card. If no choice is specified, the shares will be voted
IN FAVOR of proposals 1 through 5. If any other matters are properly presented
to the meeting for action, it is intended that the persons named in the enclosed
proxy and acting thereunder will vote in accordance with the views of management
thereon.
QUORUM
In the event that a quorum of a particular Fund is not present at the Meeting,
or in the event that a quorum is present at the Meeting but sufficient votes to
approve a particular Proposal are not received, the persons named as proxies, or
their substitutes, may propose one or more adjournments of the Meeting to permit
further solicitation of the proxies. Any such adjournment will require the
affirmative vote of a majority of those shares affected by the adjournment that
are represented at the Meeting in person or by proxy. If a quorum is present,
the persons named as proxies will vote those proxies which they are entitled to
vote FOR the Proposal in favor of such adjournments, and will vote those proxies
required to be voted AGAINST such Proposal against any adjournment. A
shareholder vote may be taken with respect to one or more of the Funds on any of
the Proposals prior to any such adjournment as to which sufficient votes have
been received for approval. A quorum is constituted with respect to each of the
Funds by the presence in person or by proxy of the holders of more than 50% of
its outstanding shares entitled to vote at the Meeting. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions, but not broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power),
will be treated as shares that are present at the Meeting but which have not
been voted. Abstentions and broker "non-votes" will have the effect of a "no"
vote for purposes of obtaining the requisite approval of each Proposal.
2
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SUMMARY OF PROPOSALS REQUIRING SHAREHOLDER VOTE
PROPOSAL 1. CHANGES TO FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS OF
CERTAIN FUNDS
FUNDS FOR WHICH SHAREHOLDER
MATTER REQUIRING SHAREHOLDER VOTE VOTE IS REQUIRED
- --------------------------------- ----------------
1(a). To amend the fundamental restriction All Funds
concerning borrowings and senior
securities
1(b). To eliminate the Fundamental restriction Dividend, Growth, Utility,
prohibiting each Fund from investing to Bulwark, Small-Cap and
exercise control International
PROPOSAL 2. RECLASSIFICATION OF INVESTMENT POLICIES AND RESTRICTIONS FROM
FUNDAMENTAL TO NONFUNDAMENTAL
FUNDS FOR WHICH SHAREHOLDER
MATTER REQUIRING SHAREHOLDER VOTE VOTE IS REQUIRED
- --------------------------------- ----------------
2(a). Restriction on purchasing securities All Funds
on margin
2(b). Restriction on short sales Dividend, Growth, Utility,
Bulwark, Small-Cap and
International Funds
2(c). Restriction on writing or selling Dividend, Growth, Utility,
put and call options Small-Cap and International
Funds
PROPOSAL 3. CHANGES TO INVESTMENT OBJECTIVE, CONCENTRATION POLICY,
SUBCLASSIFICATION AND CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF LINDNER BULWARK
FUND
FUNDS FOR WHICH SHAREHOLDER
MATTER REQUIRING SHAREHOLDER VOTE VOTE IS REQUIRED
- --------------------------------- ----------------
3(a). To permit the Bulwark Fund to be managed Bulwark
as a "market neutral" equity fund
3(b). To provide that the Fund may not invest Bulwark
more than 25% of its total assets in
securities of issuers within any one
industry
3(c). To permit the Fund to make short sales Bulwark
"against the box" and to provide that
this policy is an operating policy and
not a fundamental policy
3(d). To change the sub-classification of the Bulwark
Fund under the 1940 Act to that of a
diversified mutual fund (if proposals
3(a), 3(b), 3(c) and 3(d) are all
approved, the Fund's name will be
changed to Lindner Market Neutral Fund)
3
<PAGE>
PROPOSAL 4. AMENDMENT TO THE AGENCY AGREEMENT WITH RYBACK MANAGEMENT CORPORATION
AS TRANSFER AGENT FOR ALL FUNDS OTHER THAN THE HIGH-YIELD BOND FUND
FUNDS FOR WHICH SHAREHOLDER
MATTER REQUIRING SHAREHOLDER VOTE VOTE IS REQUIRED
- --------------------------------- ----------------
Approval of an amendment to the Agency Dividend, Growth, Utility,
Agreement between Ryback Management Bulwark, Small-Cap and
Corporation and the Trust for all Funds other International Funds
than the High-Yield Bond Fund to increase the
annual fee payable by such Funds for transfer
agent services from $9.00 per shareholder account
to $11.00 per shareholder account
Proposal 5. AMENDMENT TO THE ADVISORY AND SERVICE CONTRACT BETWEEN THE TRUST AND
RYBACK MANAGEMENT CORPORATION RELATING TO THE LINDNER GROWTH FUND
FUNDS FOR WHICH SHAREHOLDER
MATTER REQUIRING SHAREHOLDER VOTE VOTE IS REQUIRED
- --------------------------------- ----------------
To approve an amendment to the Advisory and GROWTH
Service Contract between the Trust and Ryback
Management Corporation relating to the Lindner
Growth Fund to change the index for judging the
performance of Ryback from the Standard & Poor's
500 Composite Stock Index to the Russell 2000 Index
ITEM 1
APPROVAL OF CHANGES IN FUNDAMENTAL INVESTMENT
POLICIES AND RESTRICTIONS OF CERTAIN FUNDS
BACKGROUND AND REASONS FOR PROPOSAL
The primary purposes of Proposals 1(a) and 1(b) are to eliminate unnecessary
restrictions on the Funds' ability to borrow money and use the proceeds for
investment purposes and to eliminate the restriction on investing for the
purpose of exercising control over, or influencing management of a company, as
well as to standardize these policies among all Funds. The Board of Trustees
believes that the ability to borrow for various purposes, including making
investments in portfolio securities, would be in the best interests of
shareholders because it would enable the Funds to use borrowings to meet
redemption requests at times when the liquidation of portfolio investments may
not be the most desirable course of action. The restriction on investing for
the purpose of exercising control was imposed by state securities laws that are
no longer applicable to the Funds.
PROPOSAL 1(A) - TO AMEND THE FUNDAMENTAL RESTRICTION CONCERNING BORROWINGS (ALL
FUNDS)
The Funds' current fundamental policies concerning borrowing state that a Fund
shall not borrow money or issue senior securities except in an amount not in
excess of 5% of the total assets of the Fund, and then only for emergency and
extraordinary purposes, which shall not prohibit escrow and collateral
arrangements in connection with investment in financial futures contracts and
related options. Currently, the Bulwark Fund is permitted to borrow up to 20%
of its assets at the time of
4
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borrowing (including the amount borrowed) for investment purposes ("leverage"),
the Growth Fund is permitted to borrow up to 12-1/2% of its assets at the time
of borrowing (including the amount borrowed) for investment purposes and the
High-Yield Bond Fund is permitted to borrow up to 15% of its assets at the time
of borrowing (including the amount borrowed) for investment purposes.
In general, under the Investment Company Act of 1940, as amended (the "1940
Act"), a Fund may not borrow money or issue senior securities except that (a) a
Fund may borrow from banks (as defined in the 1940 Act) or enter into reverse
repurchase agreements in amounts up to 33-1/3% of its total assets (including
the amount borrowed), (b) a Fund may borrow up to an additional amount of 5% of
total assets for emergency and temporary purposes,and (c) a Fund may obtain
short term credit necessary for the clearance of purchases and sales of
securities. In addition, under the 1940 Act, a Fund may not pledge its assets
other than to secure such permitted borrowings.
It is proposed to standardize this policy among all Funds by amending it to read
as follows:
"The Fund may not borrow money or issue senior securities, except to the
extent permitted by applicable law".
This policy will permit any of the Funds to borrow for the purpose of investing
(commonly known as "leverage"). 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.
In addition, the ability to borrow and pledge portfolio securities will enable
all Funds to handle large redemption demands without having to liquidate
portfolio securities at times that may not be advantageous. Adoption of the
proposed amendment is not currently expected to materially affect the operations
of any of the Funds, and the Board of Trustees will be required to approve
borrowings, and to establish borrowing limits from time to time, for the Funds.
PROPOSAL 1(B) - TO ELIMINATE THE FUNDAMENTAL INVESTMENT POLICY RESTRICTING A
FUND FROM INVESTING TO EXERCISE CONTROL (DIVIDEND, GROWTH, UTILITY, BULWARK,
SMALL-CAP AND INTERNATIONAL FUNDS)
It is presently a fundamental policy that the Dividend, Growth, Utility,
Bulwark, Small-Cap and International Funds may not "invest in companies for the
purpose of exercising control". Eliminating the restriction would make it clear
that a Fund can freely exercise its rights as a shareholder of the various
companies in which it may invest, which activities could at times fall under the
technical definition of control under the securities laws. These rights may
include the right to actively oppose or support the management of such
companies. The Board of Trustees believes it would be in the
5
<PAGE>
best interest of the Funds to eliminate this restriction.
The Board of Trustees believes that eliminating this restriction will allow a
Fund maximum flexibility to protect the value of its investments through
influencing management of companies in which it invests. The Board of Trustees
also believes that a Fund should be allowed to freely communicate its views as a
shareholder on matters of policy to management, the board of directors, and
other shareholders when a policy may affect the value of a Fund's investment.
Activities in which a Fund may engage might include a Fund, either individually
or with others, seeking changes in a company's goals, management, or board of
directors, seeking the sale of some or all of a company's assets, or voting to
participate in or oppose a takeover effort with respect to a company. Although
Ryback Management believes that the fund currently may engage in such activities
without necessarily violating this restriction, it believes that eliminating the
restriction will eliminate any potential obstacle to the fund in protecting its
interests as a shareholder.
This area of corporate activity is highly prone to litigation, and whether or
not the restriction is eliminated, a Fund could be drawn into lawsuits related
to these activities. Ryback Management will direct its efforts toward those
instances where it believes the potential for benefit to the fund outweighs
potential litigation risks.
APPROVAL OF PROPOSALS 1(A) AND 1(B).
In order for Proposals 1(a) and (b) to be approved, holders of a majority of the
outstanding shares (as defined in the 1940 Act) of the affected Funds must vote
in favor of them. Under the 1940 Act, this means the affirmative vote of either
(A) at least 67% of the outstanding voting shares of a Fund present at the
meeting if the holders of more than 50% of the outstanding voting shares of the
Fund are present at the meeting in person or by proxy or (B) more than 50% of
the outstanding voting shares of a Fund, whichever is less.
Proposals 1(a) and (b) will be voted on separately, and each will become
effective independently of the other, if approved. If either of Proposal 1(a)
or (b) is approved, it will go into effect as soon as the Trust's Prospectus is
amended to reflect these changes.
ITEM 2
TO APPROVE CHANGES IN CERTAIN FUNDAMENTAL INVESTMENT
POLICIES AND RESTRICTIONS TO MAKE SUCH POLICIES
AND RESTRICTIONS NON-FUNDAMENTAL
BACKGROUND AND REASONS FOR THE PROPOSAL
At the time a Fund registers with the SEC under the 1940 Act, it is required to
designate which of its investment policies it deems to be "fundamental" and may
be changed only if authorized by a shareholder vote. Certain investment
policies and limitations of the Funds have been so designated as matters of
fundamental policy. The Board of Trustees is recommending that three of these
fundamental investment policies and restrictions be amended as shown below. The
proposed changes would enable the Board of Trustees to establish investment
policies and restrictions for each Fund, and to make changes in such policies
and restrictions, without the need
6
<PAGE>
for approval from that Fund's shareholders. The Board of Trustees believes that
this will be in the best interests of each Fund's shareholders because it will
allow the Trustees to better manage the business and affairs of each Fund and to
implement changes in such policies quickly in response to perceived needs and
without incurring the significant expenses required to obtain shareholder
approval.
Neither the 1940 Act nor state securities laws require such policies to be
fundamental. The Board of Trustees has no present plan to change any of the
investment policies described hereafter; however, if any of these proposals is
approved, the Board of Trustees may do so in the future. If changes are
believed to be in the best interests of a Fund and its shareholders, when
approved, the Adviser will notify shareholders of the changes by means of a
supplement to the Trust's Prospectus.
PROPOSAL 2(A)(ALL FUNDS)
The current investment policy with respect to purchasing securities on margin
provides as follows:
"The Funds will not buy securities on margin. For purposes of this
limitation, the borrowings by certain Funds permitted under #6 below, and
initial and variation payments or deposits in connection with interest rate
futures contracts and related options will not be deemed to be the purchase
of securities on margin."
It is proposed to make this policy "non-fundamental". No changes in the policy
are contemplated by the Board of Trustees at present.
PROPOSAL 2(B)(DIVIDEND, GROWTH, UTILITY, BULWARK, SMALL-CAP AND INTERNATIONAL
FUNDS)
The current investment policy with respect to short sales by any of these Funds
provides as follows:
"None of the Funds 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."
It is proposed to make this policy "non-fundamental". No changes in the policy
are contemplated by the Board of Trustees at present.
PROPOSAL 2(C)(DIVIDEND, GROWTH, UTILITY, SMALL-CAP AND INTERNATIONAL FUNDS)
The current investment policy with respect to writing or selling put and call
options, or any combination thereof, by any of these Funds, provides as follows:
7
<PAGE>
"None of the Funds will purchase put or call options or combinations
thereof."
It is proposed to make this policy "non-fundamental". No changes in the policy
are contemplated by the Board of Trustees at present.
APPROVAL OF PROPOSALS 2(A), (B) AND (C)
In order for Proposals 2(a), (b) and (c) to be approved, holders of a majority
of the outstanding shares (as defined in the 1940 Act) of the affected Funds
must vote in favor of them. Under the 1940 Act, this means the affirmative vote
of either (A) at least 67% of the outstanding voting shares of a Fund present at
the meeting if the holders of more than 50% of the outstanding voting shares of
the Fund are present at the meeting in person or by proxy or (B) more than 50%
of the outstanding voting shares of a Fund, whichever is less.
Proposals 2(a), (b) and (c) will be voted on separately, and each will become
effective independently of the others, if approved. If any of Proposal 2(a),
(b) or (c) are approved, they will go into effect as soon as the Trust's
Prospectus is amended to reflect these changes.
ITEM 3
CHANGES TO THE INVESTMENT OBJECTIVE, CONCENTRATION
POLICY, SUB-CLASSIFICATION AND CERTAIN FUNDAMENTAL
INVESTMENT POLICIES OF LINDNER BULWARK FUND
(Bulwark Fund Only)
BACKGROUND AND REASONS FOR THE PROPOSAL
The Bulwark Fund's performance has been disappointing and, following a change in
its portfolio manager in 1998, the Adviser has determined that its original
objective and the policies, techniques and strategies adopted to reach the
Bulwark Fund's objectives of capital preservation and appreciation should be
changed in order to improve the value of the Bulwark Fund for its shareholders.
The Adviser also believes that the Bulwark Fund should follow the same
"diversification" requirements that the other Series of Lindner Investments
currently follow, in order to reduce the risk inherent in permitting the Bulwark
Fund to invest substantial amounts of its assets in one or a small number of
companies.
Accordingly, the Adviser is proposing to amend the investment objective of the
Bulwark Fund, to amend certain of its investment policies and to approve a
change in the Bulwark Fund's sub-classification under the 1940 Act from "non-
diversified" to "diversified".
Currently, the Bulwark Fund, which began operating in January 1994, has as its
investment objective:
"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."
8
<PAGE>
To achieve this investment objective, one of the fundamental investment policies
of the Bulwark Fund requires it to concentrate its investments with respect to a
single industry as follows:
"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 to the higher than normal price volatility of such types of investments.
When the Bulwark Fund was originally conceived, the Adviser believed that
concentration in such types of securities would better preserve capital in
situations of a general market decline. Unfortunately, this approach has not
been as successful as anticipated. Since the inception of the Bulwark Fund,
the S&P 500 Index and the Nasdaq Composite Index have risen by __% and __%,
respectively, and there have been only two periods during which the Bulwark Fund
was required to concentrate in securities of domestic and foreign companies
engaged in the production of precious metals or other natural resources.
Another of the fundamental investment policies of the Bulwark Fund involves the
use of short selling as an investment technique. Currently, this policy states:
"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."
Short selling has been effective for the Bulwark Fund. However, prior to recent
changes in the federal income tax laws applicable to mutual funds, allocating
more than 25% of the Bulwark Fund's assets to short selling was difficult due to
limitations on the amount of a mutual fund's income that could come from short
selling.
Presently, the Bulwark Fund is also a "non-diversified" mutual fund, which means
that it is permitted to invest more than 5% of its total assets in the
securities of any one company and it may also acquire more than 10% of the
voting securities of a single company.
PROPOSAL 3(A)
The investment objective of the Bulwark Fund would be amended to read as
follows:
"Long-term capital appreciation in both bull and bear markets while
maintaining minimal portfolio exposure to general equity market risk by
always having both long and short positions in equity securities."
9
<PAGE>
By taking long and short positions in different stocks, with the amount of long
and short positions maintained at approximately equal sizes, the Adviser will
attempt to neutralize the effect of general stock market movements on the
Bulwark Fund's performance. This strategy is designed to minimize the risk
associated with investing in the equity market. However, an investment in this
fund would be subject to the risk of poor stock selection by the Adviser. The
Bulwark Fund's performance benchmark will be to achieve a total return greater
than the return on 3-month U.S. Treasury Bills, and the Adviser hopes to achieve
this benchmark return in both bull and bear markets. It should be pointed out
that an investment in 3-month U.S. Treasury Bills will be different from an
investment in the Bulwark Fund because U.S. Treasury Bills are backed by the
full faith and credit of the United States, have a fixed rate of return and a
short duration and have no risk of losing capital.
PROPOSAL 3(B)
The investment policy of the Bulwark Fund with respect to concentration would be
amended to provide as follows:
"The Bulwark Fund may not invest more than 25% of its total assets in
securities of issuers within any one industry."
This will eliminate the requirement that the Bulwark Fund invest in securities
of companies engaged in the production of precious metals and natural resources.
PROPOSAL 3(C)
The investment policy of the Bulwark Fund with respect to short sales would be
amended to read as follows:
"The Bulwark Fund may maintain a short position or engage in short sales
without limitations, provided that not more than 100% of the value of the
Fund's net assets, determined without regard to short sales-related
liabilities, may be deposited as collateral for the obligation to replace
securities borrowed to effect short sales or allocated to segregated
accounts in connection with short sales. Short sales "against the box" are
not considered when applying this limitation."
Short sales "against the box" are those short sales made when the Fund already
owns or has the right to acquire, without the payment of further consideration,
an approximately equal amount of the same securities sold short. This
investment policy will be an operating policy and not a "fundamental policy",
which means that the Board of Trustees of the Trust may change it at any time
without approval by shareholders of the Bulwark Fund. Recent changes to the
federal income tax laws affecting regulated investment companies such as the
Bulwark Fund have eliminated the restrictions on realizing profits from short-
term investments, such as short sales, and there is currently no limit on the
amount of gains that a mutual fund may realize from short-term investments.
10
<PAGE>
PROPOSAL 3(D)
The sub-classification of the Bulwark Fund under the 1940 Act would be changed
to that of a "diversified" mutual fund, which would mean that at least 75% of
the value of its total assets must be represented by cash and cash items
(including receivables), Government securities, securities of other investment
companies and other securities limited in respect of any one company to an
amount not greater in value than 5% of the Fund's total assets and to not more
than 10% of the outstanding voting securities of any company in which the
Bulwark Fund invests.
APPROVAL OF PROPOSALS 3(A), (B), (C) AND (D)
In order for Proposals 3(a), (b), (c) and (d) to be approved, holders of a
majority of the outstanding shares (as defined in the 1940 Act) of the affected
Funds must vote in favor of them. Under the 1940 Act, this means the
affirmative vote of either (A) at least 67% of the outstanding voting shares of
a Fund present at the meeting if the holders of more than 50% of the outstanding
voting shares of the Fund are present at the meeting in person or by proxy or
(B) more than 50% of the outstanding voting shares of a Fund, whichever is less.
All of Proposals 3(a), (b), (c) and (d) must be approved in order for any of
them to be effective. If they are all approved, they will go into effect as
soon as the Trust's Prospectus for the Bulwark Fund is amended. At that time,
the Board of Trustees of the Trust intends to change the name of Lindner Bulwark
Fund to "Lindner Market Neutral Fund".
ITEM 4
APPROVAL OF AN AMENDMENT TO THE AGENCY
AGREEMENT WITH RYBACK MANAGEMENT CORPORATION, AS
TRANSFER AGENT FOR THE FUNDS
(DIVIDEND, GROWTH, UTILITY, BULWARK, SMALL-CAP AND INTERNATIONAL FUNDS)
BACKGROUND AND REASONS FOR PROPOSAL
The current Agency Agreement (the "Agency Agreement") was entered into in 1993
by the Trust with respect to all of the Funds other than the High-Yield Bond
Fund, at the time the Trust was created and began operations.
As transfer agent, Ryback Management is required to maintain shareholder records
and such accounts, books, records, or other documents as the Funds are required
to keep under federal or state laws. It 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, disburses
dividend payments, prepares and mails to shareholders quarterly consolidated
account statements, provides telephone assistance and responds to shareholder
inquiries.
The Funds' principal objective in establishing Ryback Management as its transfer
agent was to maintain the expenses charged by its transfer agent at a level
below industry averages. The current annual charge of $9.00 per shareholder
account has not changed since 1993. Since that time, the costs and expenses of
Ryback Management associated with its transfer agent services have increased
substantially, to the point where the revenues realized under the current fee
11
<PAGE>
structure do not cover its costs of providing these services.
The Board of Trustees discussed the proposed amendment to the Agency Agreement
at meetings held on June 25, 1998, September 24, 1998, and October 22, 1998. In
evaluating this proposal, the Trustees received substantial information provided
by Ryback Management, including reports prepared by Lipper Analytical Services,
Inc., a nationally recognized, independent service that monitors mutual fund
expenses and performance. The Trustees reviewed these materials and considered
various matters discussed below in determining the reasonableness and fairness
of the proposed increase to the transfer agent fees. Based on its review, the
Board of Trustees believes that the annual per account fee charged by Ryback
Management is substantially below the average annual fee charged by other
independent transfer agents for mutual funds of comparable size and structure.
The matters considered, and the conclusions reached, by the Trustees with
respect to this proposed increase in transfer agent fees were:
--The Trustees considered the transfer agent fees paid by comparable funds
available to investors, and concluded that the current fee rate is
substantially below average for comparable funds, and will continue to be
substantially below average even after it is increased to the amount
proposed.
--The Trustees evaluated the services provided by Ryback Management as
transfer agent and concluded that the quality of such services was very
good.
--The Trustees believe that an increase in the transfer agent fees paid to
Ryback Management will help it attract and retain the quality of personnel
required to provide the level of services which shareholders of the Funds
have come to expect.
--The Trustees considered that Ryback Management has had to acquire and
operate significant additional computer equipment and systems as the number
of shareholders of the Funds has increased over the years and the Funds
have expanded to two classes of shares and eight different series of Funds.
--The Trustees considered that the expressed objective of Ryback Management
in providing these transfer agent services has always been, and continues
to be, to produce enough fee revenues to cover the expenses associated with
these activities, and not necessarily to make substantial profits for
Ryback Management.
--The Trustees believe that the additional costs involved with the proposed
increase in transfer agent fees will result in a very small increase in
each Fund's Total Operating Expenses and will have almost no impact on a
Fund's Total Operating Expenses as a percentage of average daily net
assets.
EFFECT OF PROPOSED INCREASE IN TRANSFER AGENT FEES
The effect of the proposed increase in the Funds' transfer agent fee from its
current transfer agent fee is illustrated below for the fiscal year ended June
30, 1998. This information illustrates the
12
<PAGE>
amount of transfer agent fees paid to Ryback Management under the current Agency
Agreement and the amount each Fund would have paid during that fiscal year if
the proposed rate had been in effect for that entire fiscal year:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30, 1998
FEE AS A PERCENTAGE
TRANSFER AGENT FEE OF AVERAGE NET ASSETS
------------------ ---------------------
NAME OF FUND ACTUAL PROPOSED ACTUAL PROPOSED INCREASE
- ------------ ------ -------- ------ -------- --------
<S> <C> <C> <C> <C> <C>
Lindner Dividend Fund............ $534,860 $653,718 0.0298% 0.0364% 0.0066%
Lindner Growth Fund.............. 398,720 487,324 0.0297% 0.0363% 0.0066%
Lindner Utility Fund............. 20,962 25,620 0.0467% 0.0571% 0.0104%
Lindner Bulwark Fund............. 18,668 22,816 0.0419% 0.0512% 0.0093%
Lindner/Ryback Small-Cap Fund.... 19,377 23,683 0.0429% 0.0524% 0.0095%
Lindner International Fund....... 3,303 4,037 0.0877% 0.1072% 0.0195%
-------- ----------
Totals $995,890 $1,217,198
</TABLE>
COMPARISON OF HISTORICAL AND PRO FORMA OPERATING EXPENSES
As shown by the previous table, the proposed increase in Transfer Agent fees for
the Funds would have a negligible effect on the total operating expenses of each
Fund. Shown below is a table showing the historical expenses and fees that the
Funds incurred during the fiscal year ended June 30,1998, and the pro forma
expenses and fees that the Funds would have incurred had the proposed increase
in transfer agent fees been in effect for that fiscal year.
<TABLE>
<CAPTION>
TOTAL
MANAGEMENT 12B-1 OTHER OPERATING
FEES FEES EXPENSES EXPENSES
---- ---- -------- --------
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Lindner Dividend Fund
Investor Shares.............. 0.51% None 0.10% 0.11% 0.61% 0.62%
Institutional Shares......... 0.51% 0.25% 0.10% 0.11% 0.86% 0.87%
Lindner Growth Fund
Investor Shares.............. 0.33% None 0.11% 0.12% 0.44% 0.45%
Institutional Shares......... 0.33% 0.25% 0.11% 0.12% 0.69% 0.70%
Lindner Utility Fund
Investor Shares.............. 0.70% None 0.21% 0.22% 0.91% 0.92%
Institutional Shares......... 0.70% 0.25% 0.21% 0.22% 1.16% 1.17%
Lindner Bulwark Fund
Investor Shares.............. 0.67% None 0.56% 0.57% 1.23% 1.24%
Institutional Shares......... 0.67% 0.25% 0.56% 0.57% 1.48% 1.49%
Lindner/Ryback Small-Cap Fund
Investor Shares.............. 0.70% None 0.17% 0.19% 0.87% 0.89%
Institutional Shares......... 0.70% 0.25% 0.17% 0.19% 1.12% 1.14%
Lindner International Fund
Investor Shares.............. 1.00% None 1.25% 1.26% 2.25% 2.26%
Institutional Shares......... 1.00% 0.25% 1.25% 1.26% 2.50% 2.51%
</TABLE>
13
<PAGE>
PRO FORMA EXPENSE EXAMPLES
Set forth below is a table showing the hypothetical expenses a shareholder of
these Funds would incur with the new transfer agent fee in effect for the fiscal
year ended June 30, 1998, assuming (1) a 5% annual return and (2) redemption at
the end of each time period. The table also shows, in parentheses next to each
hypothetical expense amount, the expenses a shareholder would incur without the
new transfer agent fee being in effect for these periods.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Lindner Dividend Fund
Investor Shares $ 6($6) $20($20) $ 35($34) $ 77($76)
Institutional Shares $ 9($9) $28($27) $ 48($48) $107($106)
Lindner Growth Fund
Investor Shares $ 5($5) $14($14) $ 25($25) $ 57($55)
Institutional Shares $ 7($7) $22($22) $ 39($38) $ 87($86)
Lindner Utility Fund
Investor Shares $ 9($9) $29($29) $ 51($50) $113($112)
Institutional Shares $12($12) $37($37) $ 64($64) $142($141)
Lindner Bulwark Fund
Investor Shares $13($13) $39($39) $ 68($68) $150($149)
Institutional Shares $15($15) $47($47) $ 81($81) $178($177)
Lindner/Ryback Small-Cap Fund
Investor Shares $ 9($9) $28($28) $ 49($48) $108($107)
Institutional Shares $12($11) $36($36) $ 62($62) $137($136)
Lindner International Fund
Investor Shares $23($23) $71($70) $121($120) $260($258)
Institutional Shares $25($25) $78($78) $134($133) $285($284)
</TABLE>
PROPOSED AMENDMENT
The Board of Trustees has approved an amendment to the Agency Agreement to
increase the annual fee payable to Ryback Management, as transfer agent for each
of the Dividend, Growth, Utility, Bulwark, Small-Cap and International Funds,
from $9.00 per year to $11.00 per year per shareholder account. The High-Yield
Bond Fund currently pays a transfer agent fee to Ryback Management of $11.00 per
year per shareholder account.
APPROVAL OF PROPOSAL 4
In order for Proposal 4 to be approved, holders of a majority of the outstanding
shares (as defined in the 1940 Act) of the Fund must vote in favor it. Under
the 1940 Act, this means the affirmative vote of either (A) at least 67% of the
outstanding voting share present at the Meeting if the holders of more than 50%
of the outstanding voting shares are present at the Meeting in person or by
proxy, or (B) more than 50% of the outstanding voting shares of the Fund,
whichever is less.
If Proposal 4 is not approved, Ryback Management has informed the Trust that at
the conclusion of the current term of the Agency Agreement it will reconsider
whether to continue to provide these transfer agency services. If Ryback
Management decides to terminate the Agency Agreement, the Board of Trustees will
be required to retain another company to perform such services and the Board
expects that the fees that will be charged by any other such company will be
substantially
14
<PAGE>
in excess of the fees proposed to be charged by Ryback Management.
ITEM 5
APPROVAL OF AMENDMENT TO THE ADVISORY
AND SERVICE CONTRACT FOR LINDNER GROWTH FUND
TO CHANGE THE PERFORMANCE INDEX TO THE RUSSELL 2000 INDEX
(GROWTH FUND ONLY)
BACKGROUND AND REASONS FOR PROPOSAL
The Trust has retained Ryback Management to provide the Lindner Growth Fund with
investment management services pursuant to an Advisory and Service Contract (the
"Advisory and Service Contract") effective as of June 28, 1995. The Advisory and
Service Contract was most recently approved by the Board of Trustees, including
a majority of the Trustees who are not "interested persons," as defined in the
1940 Act (collectively, the "Independent Trustees"), on June 25, 1998.
The Advisory and Service 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 ("S&P
500 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.
The performance arrangement based on the S&P 500 Index has been in effect for
the Growth Fund and its predecessor fund, Lindner Fund, Inc., since 1973. At
that time, the only available indices against which performance could be
measured were the Dow Jones averages (Industrials, Transportation and Utility
stock indices) and the S&P 500 Index. The S&P 500 Index is a capitalization-
weighted index of 500 stocks that is designed to measure performance of the
broad domestic economy through changes in the aggregate market value of these
stocks, which are chosen as being representative of all major industries in the
United States economy. Because it is capitalization-weighted, the companies in
this index with larger market capitalizations have a significant influence on
the performance of the index.
Since 1973, several other more specialized stock indices have been developed and
are used regularly for assessing the performance of investment advisers and
mutual funds. One of these is the Russell 2000 Index, which was developed in
1986 and consists of the smallest 2,000 stocks within the Russell 3000 Index,
which is composed of 3,000 large U.S. companies, determined with respect to
market capitalization, that represent approximately 98% of the investable U.S.
equity market. Ryback Management has analyzed the composition of the investment
portfolio of the Growth Fund over the past year, and has concluded that the
investment strategies followed for the Growth Fund have resulted, and will
continue to result, in the selection of more portfolio
15
<PAGE>
investments that are components of the Russell 2000 Index than investments that
are components of the S&P 500 Index.
Therefore, the Board of Trustees is recommending that the Growth Fund's
performance be measured against the Russell 2000 Index instead of the S&P 500
Index. The performance formula currently contained in the Growth Fund's Advisory
and Service Contract with Ryback Management, which is described below, will
continue to apply for determining the actual fees payable to the Advisor. This
formula provides that the advisory fee to be paid to Ryback Management will be
the percentage determined in the following schedule, multiplied by the
applicable amount of average daily net assets of the Growth Fund for the period
in question:
FEE SCHEDULE FOR GROWTH FUND
<TABLE>
<CAPTION>
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
-------- --------- --------- ---------
<S> <C> <C> <C>
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%
</TABLE>
The maximum fee possible, assuming maximum performance, will remain 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, will remain 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%. For the fiscal year ended June 30, 1998,
Ryback Management received advisory fees under the Advisory and Service Contract
of $4,500,581 (after reduction for a performance penalty of $2,700,692). As
stated in Item 4 above, Ryback Management received transfer agent fees from the
Growth Fund of $398,720 for the fiscal year ended June 30, 1998. Also, on
behalf of the Institutional Shares of the Growth Fund, Ryback Management
received distribution fees pursuant to a Distribution Plan from the Growth Fund
of $1,741 for the fiscal year ended June 30, 1998.
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
16
<PAGE>
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 Growth Fund, the Adviser is also required to reimburse that 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. There will be no change in this
requirement
The Board of Trustees discussed the proposed amendment to the Advisory and
Service Contract at meetings held on June 25, 1998, September 24, 1998, and
October 22, 1998. In evaluating this proposal, the Trustees received
information provided by Ryback Management. The Trustees reviewed these
materials and considered various matters discussed below in determining the
reasonableness and fairness of the proposed amendment to this performance
fee/penalty. Based on its review, the Board of Trustees believes that the
proposed amendment is fair and reasonable to the Growth Fund and its
shareholders and more fairly reflects the investment style and practices of the
Adviser with respect to its management of the Growth Fund.
INVESTMENT ADVISER
The Principal Executive Officers and Directors of the Adviser are listed below,
together with information regarding their principal business occupations during
at least the past five years.
<TABLE>
<CAPTION>
POSITION(S)
HELD WITH PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS THE ADVISER DURING PAST FIVE YEARS
- --------------------- ----------- ----------------------
<S> <C> <C>
Doug T. Valassis Chairman Chairman and Trustee of the Trust. Chairman, a
520 Lake Cook Road of the Director and Treasurer of the Adviser since 1993.
Suite 380 Board and President of Franklin Enterprises, Inc., a private
Deerfield, IL 60015 Treasurer investment firm, for more than five years.
Eric E. Ryback President President and Trustee of the Trust. President and
7711 Carondelet Ave. and Director a Director of the Adviser since 1993. Prior to 1993,
Suite 700 Mr. Ryback was Vice President of Lindner Fund,
St. Louis, MO 63105 Inc. ("LFI") and Lindner Dividend Fund, Inc. ("LDFI")
and Vice President of Lindner Management Corporation
("LMC"), the investment adviser to LFI and LDFI.
D. Craig Valassis Director Executive Vice President of Franklin Enterprises, Inc.
520 Lake Cook Road
Suite 380
Deerfield, Illinois 60015
</TABLE>
17
<PAGE>
<TABLE>
<S> <C> <C>
Robert Miller Director Vice President and Controller of Franklin Enterprises, Inc.
520 Lake Cook Road
Suite 380
Deerfield, Illinois 60015
Robert A. Lange, 54 Senior Vice Senior Vice President of the Trust since 1993. Prior to 1993,
7711 Carondelet President Mr. Lange was a Senior Vice President of LDI, LDFI and LMC.
Suite 700
St. Louis, MO 63105
Brian L. Blomquist, 39 Exec. Vice Administrative Vice President, Secretary and Treasurer of Trust.
7711 Carondelet Ave. President and Prior to 1993, Mr. Blomquist served as Vice President--Operations and
Suite 700 Assistant Secretary of LFI and LDFI.
St. Louis, MO 63105 Secretary
</TABLE>
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
August 31, 1998, held 65% 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. Mr. Eric E. Ryback is
a member of the Board of Directors of the Adviser and acquired an additional
12.5% of the voting securities of the Adviser in January 1998 to raise his total
to 35% of the voting securities of the Adviser.
EFFECT OF PROPOSED CHANGE IN PERFORMANCE FEE/PENALTY
If the proposed amendment had been in effect for the last five full fiscal years
of the Growth Fund, the performance penalties which reduced the advisory fees
paid to Ryback Management in fiscal years 1995 and 1997 would have been
eliminated, and the Growth Fund would have paid a total of $4,440,802 additional
advisory fees to Ryback Management for those two years ($1,501,442 in fiscal
1995 and $2,939,360 in fiscal 1997). However, there would have been no
difference in the amount of advisory fees paid to Ryback Management for fiscal
years 1994, 1996 and 1998. In addition, based on the performance of the Growth
Fund since July 1, 1998, for the first quarter of fiscal 1999 there would be no
difference in the amount of advisory fees payable to Ryback Management if the
Russell 2000 Index was being used to measure the Adviser's performance.
PROPOSED AMENDMENT
It is proposed to amend the Advisory and Service Contract for the Growth Fund to
provide that the index to be used to measure the Advisor's performance bonus or
performance penalty shall be the Russell 2000 Index rather than the S&P 500
Index. The proposal also provides that this amendment would be effective for
the current fiscal year of the Growth Fund, which began on July 1, 1998.
18
<PAGE>
APPROVAL OF PROPOSAL 5
In order for Proposal 5 to be approved, holders of a majority of the outstanding
shares (as defined in the 1940 Act) of the Growth Fund must vote in favor it.
Under the 1940 Act, this means the affirmative vote of either (A) at least 67%
of the outstanding voting share present at the Meeting if the holders of more
than 50% of the outstanding voting shares are present at the Meeting in person
or by proxy, or (B) more than 50% of the outstanding voting shares of the Growth
Fund, whichever is less.
SHAREHOLDER PROPOSALS
The Trust is organized as a Massachusetts business trust. The Trust does not
hold annual meetings. The Trust's Declaration of Trust and Bylaws provide that
meetings of shareholders shall be called by the Trustees upon the written
request of shareholders owning at least twenty percent of the outstanding Shares
entitled to vote. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholder meeting should send their written
proposals to the Secretary of the Trust, c/o Ryback Management Corporation, 7711
Carondelet, Suite 700, St. Louis, Missouri 63105, so that it is received at
least 120 days before the date of the meeting. Mere submission of a shareholder
proposal does not guarantee inclusion of the proposal in the proxy statement or
presentation of the proposal at the meeting since such inclusion and
presentation are subject to compliance with certain federal regulations.
The Board of Trustees does not know of any matters to be presented at the
Meeting other than those set forth in this Proxy Statement.
November __, 1998
19
<PAGE>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER DIVIDEND FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of shareholders of the Lindner Dividend
Fund to be held on December 17, 1998 at 9:00 a.m., Central Time at 7711
Carondelet, 3rd Floor, St. Louis (Clayton), Missouri 63105. Please mark, sign,
date and return this proxy card promptly in the enclosed postage-paid envelope.
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist, and each
of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders and at any adjournments thereof, casting
votes according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth on the reverse
side, and any other matters to come before the Special Meeting or any
adjournment thereof, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
shareholders and the Proxy Statement dated November __, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
__________________________________
__________________________________
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.
DATE: ________________, 1998
Please fold and detach card at perforation before mailing
FOR AGAINST ABSTAIN
1 (a) To approve a change in the fundamental
investment policy that prohibits or
limits borrowings and the issuance of
senior securities by the Fund [ ] [ ] [ ]
1 (b) To approve the elimination of the
restriction on the Fund's ability to
invest to exercise control of a company [ ] [ ] [ ]
2 To approve a change in the following
fundamental investment policies and
restrictions to make them non-fundamental
policies and restrictions:
2 (a) restriction on purchasing securities
on margin [ ] [ ] [ ]
2 (b) restriction on short sales [ ] [ ] [ ]
2 (c) restriction on writing or selling
put and call options [ ] [ ] [ ]
4 To approve an amendment to the Agency
Agreement between Ryback Management
Corporation and the Trust to increase the
annual fee payable by the Fund for transfer
agent services from $9.00 per shareholder
account to $11.00 per shareholder account [ ] [ ] [ ]
<PAGE>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER GROWTH FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of shareholders of the Lindner Growth Fund
to be held on December 17, 1998 at 9:00 a.m., Central Time at 7711 Carondelet,
3rd Floor, St. Louis (Clayton), Missouri 63105. Please mark, sign, date and
return this proxy card promptly in the enclosed postage-paid envelope. This
proxy will be voted as specified below with respect to the action to be taken on
the following proposals. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY WILL BE
VOTED IN FAVOR OF ALL PROPOSALS.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist, and each
of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders and at any adjournments thereof, casting
votes according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth on the reverse
side, and any other matters to come before the Special Meeting or any
adjournment thereof, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
shareholders and the Proxy Statement dated November __, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
__________________________________
__________________________________
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.
DATE: ________________, 1998
Please fold and detach card at perforation before mailing
FOR AGAINST ABSTAIN
1 (a) To approve a change in the fundamental
investment policy that prohibits or limits
borrowings and the issuance of senior
securities by the Fund [ ] [ ] [ ]
1 (b) To approve the elimination of the restriction
on the Fund's ability to invest to exercise
control of a company [ ] [ ] [ ]
2 To approve a change in the following fundamental
investment policies and restrictions to make them
non-fundamental policies and restrictions:
2 (a) restriction on purchasing securities on
margin [ ] [ ] [ ]
2 (b) restriction on short sales [ ] [ ] [ ]
2 (c) restriction on writing or selling put
and call options [ ] [ ] [ ]
4 To approve an amendment to the Agency Agreement
between Ryback Management Corporation and the
Trust to increase the annual fee payable by
the Fund for transfer agent services from
$9.00 per shareholder account to $11.00 per
shareholder account [ ] [ ] [ ]
5 To approve an amendment to the Advisory and
Service Contract relating to the Fund to
change the index for judging the performance
of the Adviser from the Standard & Poor's 500
Composite Stock Index to the Russell 2000 Index [ ] [ ] [ ]
<PAGE>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER UTILITY FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of shareholders of the Lindner Utility
Fund to be held on December 17, 1998 at 9:00 a.m., Central Time at 7711
Carondelet, 3rd Floor, St. Louis (Clayton), Missouri 63105. Please mark, sign,
date and return this proxy card promptly in the enclosed postage-paid envelope.
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist, and each
of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders and at any adjournments thereof, casting
votes according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth on the reverse
side, and any other matters to come before the Special Meeting or any
adjournment thereof, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
shareholders and the Proxy Statement dated November __, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
__________________________________
__________________________________
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.
DATE: ________________, 1998
Please fold and detach card at perforation before mailing
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1 (a) To approve a change in the fundamental investment policy that
prohibits or limits borrowings and the issuance of senior securities
by the Fund
[ ] [ ] [ ]
1 (b) To approve the elimination of the restriction on the Fund's ability to
invest to exercise control of a company
[ ] [ ] [ ]
2 To approve a change in the following fundamental investment policies
and restrictions to make them non-fundamental policies and restrictions:
2 (a) restriction on purchasing securities on margin
[ ] [ ] [ ]
2 (b) restriction on short sales
[ ] [ ] [ ]
2 (c) restriction on writing or selling put and call options
[ ] [ ] [ ]
4 To approve an amendment to the Agency Agreement between Ryback
Management Corporation and the Trust to increase the annual fee payable
by the Fund for transfer agent services from $9.00 per shareholder
account to $11.00 per shareholder account
[ ] [ ] [ ]
</TABLE>
<PAGE>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER BULWARK FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of shareholders of the Lindner Bulwark
Fund to be held on December 17, 1998 at 9:00 a.m., Central Time at 7711
Carondelet, 3rd Floor, St. Louis (Clayton), Missouri 63105. Please mark, sign,
date and return this proxy card promptly in the enclosed postage-paid envelope.
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist, and each
of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders and at any adjournments thereof, casting
votes according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth on the reverse
side, and any other matters to come before the Special Meeting or any
adjournment thereof, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
shareholders and the Proxy Statement dated November __, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
__________________________________
__________________________________
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.
DATE: ________________, 1998
Please fold and detach card at perforation before mailing
FOR AGAINST ABSTAIN
1 (a) To approve a change in the fundamental
investment policy that prohibits or limits
borrowings and the issuance of senior
securities by the Fund [ ] [ ] [ ]
1 (b) To approve the elimination of the restriction
on the Fund's ability to invest to exercise
control of a company [ ] [ ] [ ]
2 To approve a change in the following fundamental
investment policies and restrictions to make them
non-fundamental policies and restrictions:
2 (a) restriction on purchasing securities on
margin [ ] [ ] [ ]
2 (b) restriction on short sales [ ] [ ] [ ]
3 To approve changes to the investment objective,
concentration policy, sub-classification and
certain fundamental investment policies of the
Fund in order to permit it to be managed as a
"market neutral" equity fund [ ] [ ] [ ]
4 To approve an amendment to the Agency Agreement
between Ryback Management Corporation and the
Trust to increase the annual fee payable by the
Fund for transfer agent services from $9.00 per
shareholder account to $11.00 per shareholder
account [ ] [ ] [ ]
<PAGE>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER/RYBACK SMALL-CAP FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of shareholders of the Linder/Ryback
Small-Cap Fund to be held on December 17, 1998 at 9:00 a.m., Central Time at
7711 Carondelet, 3rd Floor, St. Louis (Clayton), Missouri 63105. Please mark,
sign, date and return this proxy card promptly in the enclosed postage-paid
envelope. This proxy will be voted as specified below with respect to the
action to be taken on the following proposals. IN THE ABSENCE OF ANY
SPECIFICATION, THIS PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
Please fold and detach card at perforation before mailing
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist, and each
of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders and at any adjournments thereof, casting
votes according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth on the reverse
side, and any other matters to come before the Special Meeting or any
adjournment thereof, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
shareholders and the Proxy Statement dated November __, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
__________________________________
__________________________________
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.
DATE: ________________, 1998
Please fold and detach card at perforation before mailing
FOR AGAINST ABSTAIN
1 (a) To approve a change in the fundamental
investment policy that prohibits or limits
borrowings and the issuance of senior
securities by the Fund [ ] [ ] [ ]
1 (b) To approve the elimination of the restriction
on the Fund's ability to invest to exercise
control of a company [ ] [ ] [ ]
2 To approve a change in the following fundamental
investment policies and restrictions to make
them non-fundamental policies and restrictions:
2 (a) restriction on purchasing securities on
margin [ ] [ ] [ ]
2 (b) restriction on short sales [ ] [ ] [ ]
2 (c) restriction on writing or selling put
and call options [ ] [ ] [ ]
4 To approve an amendment to the Agency Agreement
between Ryback Management Corporation and the
Trust to increase the annual fee payable by the
Fund for transfer agent services from $9.00 per
shareholder account to $11.00 per shareholder
account [ ] [ ] [ ]
<PAGE>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER INTERNATIONAL FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of shareholders of the Lindner
International Fund to be held on December 17, 1998 at 9:00 a.m., Central Time at
7711 Carondelet, 3rd Floor, St. Louis (Clayton), Missouri 63105. Please mark,
sign, date and return this proxy card promptly in the enclosed postage-paid
envelope. This proxy will be voted as specified below with respect to the action
to be taken on the following proposals. IN THE ABSENCE OF ANY SPECIFICATION,
THIS PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist, and each
of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders and at any adjournments thereof, casting
votes according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth on the reverse
side, and any other matters to come before the Special Meeting or any
adjournment thereof, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
shareholders and the Proxy Statement dated November __, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
__________________________________
__________________________________
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.
DATE: ________________, 1998
Please fold and detach card at perforation before mailing
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1 (a) To approve a change in the fundamental investment policy that
prohibits or limits borrowings and the issuance of senior securities
by the Fund
[ ] [ ] [ ]
1 (b) To approve the elimination of the restriction on the Fund's ability to
invest to exercise control of a company
[ ] [ ] [ ]
2 To approve a change in the following fundamental investment policies
and restrictions to make them non-fundamental policies and restrictions:
2 (a) restriction on purchasing securities on margin
[ ] [ ] [ ]
2 (b) restriction on short sales
[ ] [ ] [ ]
2 (c) restriction on writing or selling put and call options
[ ] [ ] [ ]
4 To approve an amendment to the Agency Agreement between Ryback
Management Corporation and the Trust to increase the annual fee payable
by the Fund for transfer agent services from $9.00 per shareholder
account to $11.00 per shareholder account
[ ] [ ] [ ]
</TABLE>
<PAGE>
[PROXY CARD]
VOTE THIS PROXY CARD TODAY!
LINDNER HIGH-YIELD BOND FUND
This proxy is solicited by the Board of Trustees of Lindner Investments (the
"Trust") for use at a Special Meeting of shareholders of the Lindner High-Yield
Bond Fund to be held on December 17, 1998 at 9:00 a.m., Central Time at 7711
Carondelet, 3rd Floor, St. Louis (Clayton), Missouri 63105. Please mark, sign,
date and return this proxy card promptly in the enclosed postage-paid envelope.
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
The undersigned hereby appoints Eric E. Ryback and Brian L. Blomquist, and each
of them, attorneys and proxies of the undersigned each with the power of
substitution and resubstitution, to attend, vote and act for the undersigned at
the Special Meeting of Shareholders and at any adjournments thereof, casting
votes according to the dollar value of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth on the reverse
side, and any other matters to come before the Special Meeting or any
adjournment thereof, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
shareholders and the Proxy Statement dated November __, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
__________________________________
__________________________________
Signature(s), (Title(s), if applicable)
Please sign above exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.
DATE: ________________, 1998
Please fold and detach card at perforation before mailing
FOR AGAINST ABSTAIN
1 (a) To approve a change in the fundamental
investment policy that prohibits or
limits borrowings and the issuance of
senior securities by the Fund [ ] [ ] [ ]
2 To approve a change in the following fundamental
investment policies and restrictions to make
them non-fundamental policies and restrictions:
2 (a) restriction on purchasing securities [ ] [ ] [ ]
on margin
