As filed with the Securities and Exchange Commission on July 23, 1999
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. 22
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 24
LINDNER OPPORTUNITIES FUND
a Series of
LINDNER INVESTMENTS
(Exact Name of Registrant as Specified in Charter)
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Address of Principal Executive Office)
(314) 727-5305
(Registrant's Telephone Number, Including Area Code)
Brian L. Blomquist, Vice 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
[X] On October 11, 1999, 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
[ ] On -----------, 199-, 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.
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PRELIMINARY NOTE: Post-Effective Amendment No. 22 to the Registration
Statement of Lindner Investments ("Registrant") contains the Prospectus and
Statement of Additional Information to be used with the Lindner
Opportunities Fund, one of the separate series of the Registrant. The other
series of the Registrant are described in a separate prospectus and
statement of additional information, each dated July 1, 1999 which have been
filed with the Securities and Exchange Commission pursuant to Rule 497 under
the Securities Act of 1933 and are not included herewith. Such other
prospectus and statement of additional information are incorporated by
reference herein.
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LINDNER INVESTMENTS
Investor Shares of
LINDNER OPPORTUNITIES FUND
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these funds nor has the Securities and Exchange
Commission passed upon the adequacy of this Prospectus. Any representation
to the contrary is a criminal offense.
PROSPECTUS DATED October 11, 1999
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TABLE OF CONTENTS
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS . . . . . . . . . . . . . . . . .3
FUND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
THE FUND IN DETAIL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
MANAGEMENT OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . .8
PRICING OF SHARES FOR PURCHASE OR REDEMPTION . . . . . . . . . . . . . . . .8
PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES . . . . . . . . . . . . . . . .9
REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
EXCHANGING AN INVESTMENT FROM ONE FUND TO ANOTHER. . . . . . . . . . . . . 15
SYSTEMATIC WITHDRAWAL PLAN . . . . . . . . . . . . . . . . . . . . . . . . 15
INDIVIDUAL RETIREMENT ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 16
DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . . . . 16
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INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
Investment Objective: Lindner Opportunities Fund seeks long-term capital
growth.
Principal Investment Strategies: The Adviser's principal investment
strategies include--
--Investing primarily in common stocks;
--Investing in U.S. companies only;
--Investing in both "growth" and "value" stocks, depending on the
Adviser's judgment as to which style is currently in favor; and
--Using fundamental and technical analyses of a company's financial
condition, industry position and prospects, and of economic conditions
generally to select investments.
Principal Investment Risks: All investments involve some level of risk.
Simply stated, risk is the possibility that you will lose money or not make
money. The principal investment risks for the Opportunities Fund include
MARKET RISK, MANAGEMENT RISK, SMALL CAP STOCK RISK and YEAR 2000 PROCESSING
RISK. For an explanation of these risks, see "Risk Factors" beginning on
page 6. As with any mutual fund, you could lose money over any period of
time. An investment in the Opportunities Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency.
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FUND EXPENSES
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases.............................NONE
Maximum sales charge imposed on reinvested dividends..................NONE
Deferred sales charge.................................................NONE
Redemption fee (as a percentage of redemption proceeds, payable
only if shares are redeemed within 60 days of purchase--see
"Redemption of Shares").................................................2%
Exchange fee..........................................................NONE
Wire transfer fee (per requested transaction, subject to change
based upon charges incurred or levied by the Fund's Custodian
for outgoing wires) (see "Purchase of Shares and Shareholder
Inquiries" and "Redemption of Shares").................................$10
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
This table describes the fees and expenses that you may pay if you buy and
hold Investor Shares of the Opportunities Fund.
Total
Management 12b-1 Other Operating
Fees<F1> Fees Expenses<F2> Expenses
---------- ----- ----------- ---------
(as a percentage of average daily net assets)
Opportunities Fund--
Investor Shares 0.90% None 0.35% 1.25%
- -------
<F1> The Adviser has agreed to waive a portion of its management fee
through June 30, 2001, to ensure that Total Operating Expenses do not exceed
1.25% for Investor Shares. The Adviser can terminate this fee waiver at any
time, in its sole discretion, after June 30, 2001. The management fee shown
in the table assumes that no performance bonus or penalty will apply. See
"Management of the Trust" for details on the performance fee arrangements
with the Adviser.
<F2> Other Expenses include an administration fee of 0.15% of average daily
net assets of the Opportunities Fund payable to Lindner Asset Management as
administrator.
Expense Example
This example may help you to compare the costs of investing in the
Opportunities Fund with the costs of investing in other mutual funds.
Because the table uses hypothetical (assumed) conditions, your actual costs
may be higher or lower. These examples should not be considered as
representing past or future performance or expenses of the Opportunities
Fund.
You would pay the following expenses on a $10,000 investment, assuming (1)
Total Operating Expenses of the Opportunities Fund are as set forth in the
table above, (2) the Opportunities Fund has a 5% annual return and (3) you
redeem your shares at the end of each time period:
1 year 3 years 5 years 10 years
------ ------- ------- --------
Opportunities Fund--
Investor Shares $127 $397 $686 $1,511
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THE FUND IN DETAIL
The investment objective of the Opportunities Fund is a "fundamental" policy
and may not be changed without a vote by the Fund's shareholders. The
principal investment strategies for the Opportunities Fund are operational
policies and may be changed by the Trust without approval by the
shareholders of the Fund. The Opportunities Fund is a "diversified" fund
and is one of the seven separate series (which we call "funds") of Lindner
Investments (which we refer to as the "Trust") that we currently offer. The
other six funds are described in a separate prospectus and statement of
additional information dated July 1, 1999.
Lindner Asset Management, Inc. (formerly known as "Ryback Management
Corporation"), is the investment adviser for the Opportunities Fund, which
means that it is responsible for managing the Fund's assets according to its
investment objective and for determining its investment strategies. For
easier reading, Lindner Asset Management, Inc. is referred to as "Lindner
Management" or the "Adviser". Lindner Management is a professional
investment advisory firm that has been providing investment management
services to the Trust and the Lindner Funds since 1993.
The investment objective of the Opportunities Fund is long term capital
growth. To pursue this goal, the Opportunities Fund will focus its
investments in common stocks of U.S. companies that have been selected for
their growth prospects relative to their valuations, without regard to
market capitalization size. Investments are carefully monitored and may
emphasize those industries or sectors that the Adviser believes will offer
more favorable opportunities in light of changing economic, social and
political conditions or trends. The Adviser will also seek investment
opportunities in companies involved in prospective acquisitions,
reorganizations, spin-offs, consolidations and liquidations.
The Adviser is not constrained by any particular investment style. At any
given time, the Adviser may tend to buy "growth" stocks or "value" stocks,
or a combination of both types, depending on the Adviser's judgment as to
which style is currently in favor or is about to come into favor.
The Adviser will seek out those companies it believes have superior
management and are favorably situated to produce above-average earnings and
dividend growth over time while maintaining enough cash to finance future
growth in their businesses. In addition, the Adviser will look for
opportunities in turn-around situations and in securities it believes to be
priced substantially lower than their intrinsic value. The Adviser does not
place any emphasis on dividend or interest income, except when it believes
that this income will have a favorable influence on the market value of a
security.
The Opportunities Fund primarily invests in common stocks and securities
convertible into common stocks issued by well-known and established
companies and smaller, less well-known companies. However, the
Opportunities Fund may also invest in preferred stocks, common stock rights
or warrants, depositary receipts or debt securities, if the Adviser believes
that they offer opportunities for growth in capital value. The
Opportunities Fund may invest a portion of its assets in securities sold in
unregistered "private placements" offered to qualified institutional buyers
("Rule 144A Securities") and may invest a portion of its assets in put
options for hedging purposes only.
For temporary defensive or emergency purposes, the Opportunities Fund may
invest all or a portion of its assets in short-term debt securities issued
by the U.S. Government or its agencies and short-term debt securities issued
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by U.S. corporations that are rated in one of the four highest categories by
a nationally recognized securities rating organization. If the Fund takes a
temporary defensive position, it may not achieve its investment objective.
RISK FACTORS
The Opportunities Fund's investment objective and its principal strategies
largely determine its risk profile. This contains information about the
various risks that may affect the Fund, including the principal risks listed
above.
MARKET RISK
The market value of a security may move up or down, sometimes rapidly and
unpredictably. These fluctuations, which are often referred to as
"volatility", may cause a security to be worth less than it was worth at an
earlier time. Market risk may affect a single issuer, industry, sector of
the economy or the market as a whole. Market risk is common to most
investments, including stocks and bonds, and the mutual funds that invest in
them. Bonds and other fixed income securities generally involve less market
risk than stocks. However, the risk of bonds can vary significantly
depending upon factors such as issuer and maturity. The bonds of some
companies may be riskier than the stocks of others.
MANAGEMENT RISK
A strategy which the Adviser uses may fail to produce the intended results.
The particular securities and types of securities the Fund holds may under
perform other securities and types of securities. There can be no assurance
that the Fund will achieve its investment objective. Certain policies of
the Fund which may not be changed without a shareowner vote are described in
the Fund's Statement of Additional Information.
SMALL CAP STOCK RISK
Smaller capitalization stocks involve greater risks than those associated
with larger, more established companies. Small company stocks may be
subject to more abrupt or erratic price movements, for reasons including
that the stocks are traded in lower volume and that the issuers are more
sensitive to changing conditions and have less certain growth prospects.
Also, there are fewer market makers for these stocks and wider spreads
between quoted bid and asked prices in the over-the-counter market for these
stocks. Small cap stocks tend to be less liquid, particularly during
periods of market disruption. There normally is less publicly available
information concerning these securities. Small companies may have limited
product lines, markets or financial resources, or may be dependent on a
small management group.
YEAR 2000 PROCESSING RISK
Like other investment companies and financial service providers, the Fund
could be adversely affected if the computer systems used by the Adviser and
the Fund's other service providers do not properly process and calculate
date-related information and data beginning on January 1, 2000. This
possibility is commonly known as the "Year 2000 Problem". The Year 2000
Problem arises because most computer systems were designed only to recognize
a two digit year, not a four digit year. When the year 2000 begins, these
computers may interpret "00" as the year 1900 and either stop processing
date-related computations or process them incorrectly. These failures could
have a negative impact on the handling of securities trades, pricing and
account services. The Adviser is taking steps to address the Year 2000
Problem with respect to the computer systems that it uses and is working
with those entities with which it has business relationships which may
impact the services provided to the Fund to determine the status of their
Year 2000 readiness. As of the date of this Prospectus, it is not
anticipated that shareholders will experience negative effects on their
investment, or on the services provided in connection therewith, as a result
of the Year 2000 Problem relating to the
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investment adviser or the Fund's other major service providers. However,
there can be no assurance that these steps taken by these service providers
will be successful, or that interaction with other non-complying computer
systems will not adversely impact the Fund. Also, companies in which the
Fund invests could be adversely affected by the Year 2000 Problem. Also, it
is possible that the normal operations of the Fund will in any event, be
disrupted significantly by the failure of communications and public utility
companies, governmental entities, financial processors or others to perform
their services as a result of the Year 2000 Problem.
VALUATION RISK
This is the risk that the Fund has valued certain securities (such as
illiquid or restricted securities) at a higher or lower price than the Fund
can sell them.
TEMPORARY INVESTMENT RISK
The Fund may, for temporary defensive purposes, invest its assets in cash or
various short-term instruments. When the Fund's assets are invested in
these instruments, the Fund may not be achieving its investment objective.
INTEREST-RATE RISK
Changes in interest rates may cause a decline in the market value of an
investment. With bonds and other fixed income securities, a rise in
interest rates typically causes a fall in bond values, while a fall in
interest rates typically causes a rise in bond values. Fixed income
securities with longer maturities are more susceptible to changes in value
due to interest rate changes than are those with shorter maturities
LIQUIDITY RISK
Illiquid or restricted securities may be difficult or impossible to sell at
the time and price that the Fund would like. The Fund may have to accept a
lower price, sell other securities or forego an investment opportunity, and
this could have a negative effect on performance. The Fund may invest up to
15% of its net assets in illiquid securities. Because illiquid and
restricted securities may be difficult to sell at an acceptable price, they
may be subject to greater volatility and may result in a loss to a Fund.
CREDIT RISK
The Fund, to the extent that it invests in fixed income securities, is
subject to the risk that an issuer of those securities may default on its
obligation to pay interest and repay principal. Also, changes in the
financial strength of an issuer or changes in the credit rating of a
security may affect its value. Credit risk includes "counterparty risk," --
the risk that the other party to a transaction will not fulfill its
contractual obligation. This risk applies, for example, to repurchase
agreements or put options that the Fund may enter into or purchase.
Securities rated below investment grade are particularly subject to credit
risk. These securities are predominantly speculative and are commonly
referred to as "junk bonds". To the extent a Fund purchases or holds
convertible or other securities that are below investment grade a greater
risk exists as to the timely repayment of the principal of, and the timely
payment of interest or dividends on, such securities.
PUT OPTION RISKS
The Opportunities Fund may invest up to 5% of its total assets to purchase
put options for hedging purposes. By purchasing a put option, the 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 Fund pays
the current market price for the option (known as the option premium). The
Fund may terminate its position in a put option by allowing it to expire or
by exercising the option. If the option is allowed to expire, the Fund will
lose the entire premium. If the option is exercised, the Fund completes the
sale of the underlying instrument at the strike price. The Fund may also
terminate a put option
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position by closing it out in the secondary market at its current price, if
a liquid secondary market exists. There is no assurance a liquid secondary
market will exist for any particular option at any particular time. If the
secondary market for an option is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the Fund to continue to hold a
position until delivery or expiration regardless of changes in its value. If
the Fund buys a put option it can expect to realize a gain if underlying
security's price falls substantially. However, if the underlying security's
price does not fall enough to offset the cost of purchasing the option, the
Fund can expect to suffer a loss (limited to the amount of the premium, plus
related transaction costs).
MANAGEMENT OF THE TRUST
The Trust is organized as a Massachusetts business trust, and is governed by
a Board of Trustees that meets regularly throughout the year to review its
activities, review contractual arrangements with companies that provide
services to the Trust, and review the Opportunities Fund's performance. The
majority of trustees are not affiliated with the Trust. The Board of
Trustees may authorize the issuance of an unlimited number of full and
fractional shares and to create an unlimited number of series of shares.
Information about the Trustees and executive officers of the Trust may be
found in the SAI.
The Opportunities Fund is managed by Lindner Management, which chooses the
Fund's investments and handles its business affairs. Lindner Management is
also the Administrator, Transfer Agent, and Dividend Disbursing Agent for
the Fund. The Adviser's business address is 7711 Carondelet Avenue, Suite
700, St. Louis, Missouri 63105. The Adviser is registered as an investment
adviser and as a stock transfer agent with the Securities and Exchange
Commission. The Opportunities Fund's investments are managed by the
Adviser's Investment Committee, which was established by the Adviser's Board
of Directors in February 1999, and no one person is primarily responsible
for making investment recommendations to this Committee. The Investment
Committee is presently comprised of Doug T. Valassis, Chairman and Chief
Executive Officer of the Adviser and of the Trust, Mark T. Finn, Vice
Chairman and Chief Operating Officer of the Adviser, and Eric E. Ryback,
President of the Adviser and of the Trust. Additional information about the
background and experience of these individuals is contained in the SAI.
The advisory agreement with Lindner Management relating to the Opportunities
Fund provides for a base management fee of 0.90% of average net assets of
the Fund, with adjustments upward or downward, depending on the Fund's
annual performance when compared to the annual performance of the S&P 500
Index. The maximum performance bonus or performance penalty is 0.20% of
average net assets of the Funds (or a potential maximum management fee of
1.10% of average net assets and a potential minimum management fee of 0.70%
of average net assets). See the SAI for details concerning this performance
fee arrangement.
PRICING OF SHARES FOR PURCHASE OR REDEMPTION
When you buy or redeem shares, the price of each share is its "net asset
value" or "NAV." The Adviser determines the NAV of shares of the
Opportunities Fund at the close of trading (usually 4:00 p.m., Eastern Time)
on each day on which at least one of the following markets is open: the New
York Stock Exchange, the American Stock Exchange, or the Nasdaq Stock
Market. NAV is calculated for the Opportunities Fund by adding the value of
its securities, cash and other assets, subtracting its liabilities, and then
dividing the result by the number of shares outstanding.
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If the Opportunities Fund receives your order to purchase, or your tender of
shares for redemption, prior to the closing of the New York Stock Exchange,
the Fund will process the transaction using the NAV calculated as of that
day's close of business. For purchase orders received and shares tendered
for redemption after the closing of the New York Stock Exchange, the Fund
will determine NAV as of the closing on the following trading day.
The value of securities held by the Opportunities Fund is calculated
differently for different types of securities. 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 a particular
day 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 pursuant to procedures
approved by the Trustees.
PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES
You may purchase Investor Shares directly from the Opportunities Fund at the
per share NAV. The Fund, at its discretion, may issue Investor Shares in
exchange for publicly traded securities. Such an exchange will result in a
taxable transaction to the person acquiring shares of the Fund. The 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.
Minimum Purchase Amounts
The minimum investments for the Opportunities Funds are as follows:
For opening a new account: $2,000, unless you are investing for an
Individual Retirement Account, in which case the minimum investment is $250.
For existing investors in any of the Lindner Funds opening an additional
account in the Opportunities Fund, the minimum investment is $500, if you
maintain the minimum investment in at least one account.
For additional accounts in the Opportunities Fund registered as a Uniform
Gift to Minors (UGMA) or a Uniform Transfer to Minors (UTMA), the minimum
investment is $250.
For subsequent purchases, the minimum investment is $100, except in the case
of dividend reinvestment (which has no minimum amount) and automatic
purchase plan investments and payroll deduction investments (which have a
$50 minimum amount).
Establishing a New Account
In order to establish a new account in the Opportunity Fund, you must submit
a written "Share Purchase Application" to:
Lindner Investments
P.O. Box 11208
St. Louis, Missouri 63105
If you use an overnight form of delivery (e.g. Express Mail), you should
address your application to:
Lindner Investments
7711 Carondelet Ave., Ste. 700
St. Louis, Missouri 63105
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You should direct inquiries regarding any other matter to the post office
box address.
Applications to purchase shares may be rejected by the Opportunities Fund
and are not binding until accepted. The Fund will not accept applications
unless they are accompanied by a check payable in U.S. funds drawn on a U.S.
bank, savings and loan or credit union. If your check is returned for
insufficient funds, the Custodian will charge a $15 fee against your account
and you will be responsible for any loss incurred by the Fund.
It is the Opportunities Fund's policy not to accept applications under
circumstances or in amounts considered disadvantageous for shareholders.
Any accounts opened without a correct 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 backup withholding tax amount.
Withholding Certification
Before the Opportunities Fund will establish a new account or make
registration changes to an existing account, you must certify to the Fund on
the Share Purchase Application or on an Internal Revenue Service ("IRS")
Form W-9 your social security or taxpayer identification number and certify
that you are not subject to withholding of dividend payments due to past
under-reporting of such payments. The Fund is required by statute to
withhold 31% of your distributions ("backup withholding") if:
(1) you fail to certify as to your social security or taxpayer
identification number;
(2) you fail to certify that you are not subject to withholding;
(3) the IRS notifies the Fund that you have furnished an incorrect
taxpayer identification number; or
(4) the IRS notifies the Fund that you have under reported interest or
dividends in the past.
Dividends to shareholders who are non-resident aliens may be subject to a
30% United States withholding tax. If you are a non-resident alien
shareholder, you should consult your tax adviser about the applicability of
this withholding tax.
Additional Purchases
You may buy additional Opportunities Fund shares in the following ways:
By Mail
Fill-out the remittance slip that is attached to your account confirmation
statement, or write a letter indicating that you would like to purchase
shares of the Opportunities Fund. Please indicate the name(s) in which the
account is registered and the account number. Include a check payable to
"Lindner Investments" and mail to:
Lindner Funds
P.O. Box 640672
Cincinnati, Ohio 45264-0672.
By Automated Clearing House (ACH)
You may request purchase of shares by Automated Clearing House (ACH), a free
electronic transfer service that is used by thousands of individuals and
corporations. It takes 15 days from the date we receive your request to
establish ACH. Once ACH is in place, you may call or write to purchase
shares via ACH. Your bank account will be debited for ACH purchases on the
day of your order, and therefore ACH purchases should not exceed the current
value of your bank account. Please make sure that money is available. A
fee will be applied to all returned ACH purchases. Call Customer Service at
(800) 995-7777 for a form to establish ACH services. (See also
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"Automatic Investment Plan" and "Payroll Deduction").
By Wire
You may purchase additional shares by wiring the amount of a purchase to the
Funds' domestic custodian, Firstar Bank, N.A. Prior to sending a wire, call
the Customer Service Department at (800) 995-7777. 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 any fee from the money wired.
By Telephone
If you elect to establish telephone privileges on your Share Purchase
Application, you may buy additional shares, in an amount not to exceed the
current balance in your account, by calling the Opportunities Fund at (800)
995-7777. Payment must be received no later than five business days after
the date on which the purchase was made. If payment is not received within
the time required, the order will be subject to cancellation and you will be
responsible for any loss incurred.
The Opportunities Fund will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. So long as we follow
these procedures, Lindner Management and the Trust will not be liable for
losses, costs, or expenses for acting upon your telephone instructions, and
Lindner Management will have authority, as agent, to redeem shares in your
account to cover any such loss. As a result of this policy, you will bear
risk of any loss unless we have failed to follow these procedures.
Additional Information about Investments in the Funds
Once you have mailed, telephoned or otherwise transmitted investment
instructions to the Opportunities Fund, they may not be modified or
canceled. The Fund cannot accept investments specifying a certain price or
date and will not honor such requests.
The Transfer Agent will send you a confirmation after each transaction
affecting your account. Dividend payments and reinvestments are shown on
your quarterly consolidated statement. You should bring any discrepancies
to the Transfer Agent's attention within 30 days of receipt. The Transfer
Agent will provide a listing of your account history, upon receipt of a
written request signed by all account owners and a $25.00 fee for each
account researched. Checks should be payable to "Lindner Management." All
requests are completed on a first-come, first-served basis. Due to extreme
volume during certain times of the year, requests for account histories may
take two to three weeks for delivery.
Issuing Certificates
Certificates will not be issued for shares unless requested in writing.
Certificates will be issued for full shares only and cannot be issued to a
third party. You cannot redeem or exchange certificated shares unless you
surrender the certificates to the Fund.
Purchasing Through Third Parties
You may purchase shares of a Fund through certain broker-dealers, financial
institutions or other service providers ("Processing Intermediaries") who
have been authorized to accept purchase and redemption orders on behalf of
the Opportunities Fund.
When you buy shares of the Opportunities Fund in this way, the Processing
Intermediary, rather than you, may be the shareholder of record. A Fund
will be deemed to have received a purchase or redemption order when the
Processing Intermediary accepts the order. Broker-dealers or other
financial institutions
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<PAGE> 12
may be liable to you for any losses arising from their failure to timely
communicate purchase orders to the Fund.
A purchase or redemption order made through a Processing Intermediary will
be priced at the Opportunities Fund's NAV next computed after the order is
accepted by the Processing Intermediary. Processing Intermediaries may use
procedures and impose restrictions in addition to or different from those
applicable to shareholders who invest in the Fund directly. If you intend
to invest in the Fund through a Processing Intermediary you 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. If you do not wish to receive the services
of a Processing Intermediary, or pay the fees that may be charged for such
services, you may want to consider investing directly with the Opportunities
Fund. You may make direct purchases or sales of the Fund's shares without a
sales or redemption charge.
Automatic Investment Plan
If you own Investor Shares of the Opportunities Fund, you may invest a
specific amount of money on an automatic basis by authorizing the Fund to
automatically withdraw money from your bank account on a designated date or
dates during the month. You must invest at least $50 for each automatic
investment. You may request to participate in the automatic investment plan
by writing:
Lindner Investments
P.O. Box 11208
St. Louis, Missouri 63105
You should also direct any questions or inquiries regarding the plan to this
address or by calling us as (800) 995-7777. If you want to change or
discontinue your automatic investment plan, you must notify Lindner
Investments in writing at least 15 days prior to the next scheduled
investment date.
Payroll Deduction
Many employers provide for payroll deduction allowing you to direct a
portion of your pay to the investment option of your choice via ACH.
Lindner Investments will accept your direct deposit in amounts of at least
$50 for the purchase of Investor Shares in the Opportunities Fund. If you
want to use payroll deduction to invest, request the proper instructions
that will be given to your employer from:
Lindner Investments
P.O. Box 11208
St. Louis, Missouri 63105
You should also direct any questions or inquiries regarding the plan to this
address or by calling us as (800) 995-7777. You should also find our what
prior notice your employer requires if you want to change or discontinue
your payroll deduction choice.
REDEMPTION OF SHARES
You may sell all or any part of your shares to the Opportunities Fund for
redemption. The Fund redeems shares at the NAV 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 redemption price is the NAV next computed after the time when the
Opportunities Fund receives your written request in good order. During the
period prior to the time shares are redeemed, dividends on such shares
accrue and are payable, and you are entitled to exercise all other rights of
beneficial ownership. Once you have requested a redemption, you may not
<PAGE>
<PAGE> 13
modify or cancel it. The value of shares on redemption may be more or less
than their original cost, depending on the market value of the portfolio
securities at the time of redemption.
In the case of recently purchased shares, proceeds will not be remitted
until the Fund is satisfied that checks given in payment of shares being
redeemed have cleared, which may take up to 15 days.
You may redeem shares in the following ways:
By Mail
By mailing a written request addressed to:
Lindner Investments
P.O. Box 11208
St. Louis, MO 63105
A written redemption request is "in good order"if it:
(1) is properly endorsed by all registered shareholders in the exact
names in which the shares are registered;
(2) is accompanied by properly endorsed share certificates, if any have
been issued; and
(3) states the following:
--the name of the Fund,
--the account number,
--the exact name(s) of the shareholder(s) in which the account is
registered as shown on the latest confirmation, and
--the number of shares or dollar amount to be redeemed.
The following redemption requests must be in writing and must have
signatures 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 two 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
("IRS") 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 you have questions about which documents or instructions are necessary in
order to redeem shares, please write, or call the Fund at (800) 995-7777.
By Telephone
You may call the Opportunities Fund at (800) 995-7777 to request that the
proceeds be mailed to the you, provided that you have previously established
Telephone Privileges with the Fund and have not requested an address change
in the preceding two months. The Fund reserves the right to refuse
telephone redemptions and may limit the amount involved or the number of
telephone redemptions. IRA accounts may not be redeemed by telephone.
The Opportunities Fund will employ reasonable procedures to confirm that
instructions
<PAGE>
<PAGE> 14
communicated by telephone are genuine. If we follow such procedures,
Lindner Management and the Trust will not be liable for losses, costs, or
expenses for acting upon your telephone instructions or for any unauthorized
telephone redemption. As a result of this policy, you will bear the risk of
any loss unless we have failed to follow these procedures.
Redemption Fee
The Opportunities Fund charges a 2% fee if you redeem shares within 60 days
after purchase. This means that the amount payable on redemption will be
reduced by 2%. This fee is not charged on redemptions made under a
systematic withdrawal plan (see "Systematic Withdrawal Plan"). The amount
of this fee remains as an asset of the Fund which has charged it, and it
does not benefit the Adviser. The Fund may waive this redemption fee, at the
sole discretion of the Adviser.
Redemption Through Third Parties
If you redeem shares through Processing Intermediaries, those entities may
charge a service fee. Processing Intermediaries may use procedures and
impose restrictions in addition to or different from those applicable to
shareholders who invest in the Opportunities Fund directly. You should read
the program materials provided by the Processing Intermediary. A Processing
Intermediary has the responsibility of submitting a redemption request to
the Fund prior to the Fund's next determination of NAV 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 the Fund.
Disbursement Methods
By Mail
The Trust will normally disburse payment by check within five days after
receiving your request for redemption. A charge of $15 will be deducted
from your account if you request the check to be sent by overnight delivery.
The Trust may postpone the date of payment for redeemed shares, or the
Trust's obligation to redeem shares may be suspended for:
(1) any period during which the New York Stock Exchange is closed or trading
is restricted;
(2) any period during which an emergency exists which makes it impracticable
for the Funds to sell their securities or to fairly determine the value
of their net assets; or
(3) such other periods as the SEC may order for the protection of
shareholders.
By Wire Transfer
You may obtain the proceeds of a redemption by a bank wire transfer if you
have previously established Wire Privileges with the Opportunities Fund.
Under normal circumstances, your proceeds will be posted to your bank
account the business day following the date of the redemption. 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 charge of $10 per wire will be deducted from the amount
being wired.
By Automated Clearing House ("ACH")
You may obtain the proceeds of a redemption by ACH if you have previously
established ACH Privileges with the Trust. Under normal circumstances,
proceeds will be posted to your bank account the evening of the second
business
<PAGE>
<PAGE> 15
day following the date of the redemption. There are no fees for this
service.
Involuntary Redemption
In an attempt to reduce expenses, partly attributable to maintaining small
accounts, the Trust reserves the right to redeem, upon 30 days' written
notice, all of your shares if your account has a NAV of less than $2,000.
You may prevent involuntary redemption by making additional investments
during the 30-day notice period that increase the value of your account to
this minimum amount.
EXCHANGING AN INVESTMENT FROM ONE FUND TO ANOTHER
Subject to any applicable minimum initial investment requirements, you may
exchange Investor Shares of the Opportunities Fund for Investor Shares of
any other Fund in the Lindner family of funds. Before exchanging shares,
you 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 Trust reserves the right to limit the amount and
frequency of exchanges between Funds in circumstances it deems
disadvantageous to the Funds.
By Telephone
You may exchange shares by phone by calling us as (800) 995-7777, if you
have established Telephone Privileges with the Trust and the account
registrations and options (for example, automatic reinvestment of dividends)
are identical.
By Mail
You may direct the Trust in writing to exchange shares. If the shares are
owned by two or more persons, the request should be signed by each person.
All signatures should be exactly as the name appears in the registration.
Send your directions to Lindner Investments, P.O. Box 11208, St. Louis, MO
63105.
Additional Information about Share Exchanges
--If the shares being surrendered for exchange are represented by a
certificate, you must return the certificate to Lindner Management
before the conversion can be made.
--Once you have made an exchange request by telephone or mail, it is
irrevocable and you may not modify or cancel it.
--The value of the shares surrendered and the value of the shares
acquired are the NAVs of such shares next computed after receipt of an
exchange order.
--Shares may not be exchanged unless you have furnished the Trust with
the correct tax identification number and the certification required by
the Internal Revenue Code and Regulations. See "Withholding
Certification."
--An exchange of shares is, for federal income tax purposes, a sale of
the shares, on which you may realize a taxable gain or loss.
--If the request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, Lindner Management will
require evidence satisfactory to it of the authority of the individual
signing the request.
SYSTEMATIC WITHDRAWAL PLAN
A systematic withdrawal plan is available to you if you hold Investor Shares
of the Opportunities Fund whose total account value is at least $15,000 and
you wish to withdraw fixed amounts of money from the Fund 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
<PAGE>
<PAGE> 16
exceeding 40% of the value of your Investor Shares at the inception of your
systematic withdrawal plan. If you participate in a systematic withdrawal
plan, you may still make additional redemptions whenever you wish.
Under a systematic withdrawal plan, the Opportunities Fund redeems Investor
Shares as of the close of the first business day following the twentieth day
of each month in which a withdrawal is made. Each redemption of shares will
result in a gain or loss that you must report on your income tax return.
Establishing a systematic withdrawal account constitutes an election by you
to reinvest into the Fund all income dividends and capital gains
distributions payable on your account.
To participate in the systematic withdrawal plan you must sign a form we
will provide upon request and deposit any stock certificates subjected to
the plan. You may request to participate in the systematic withdrawal plan
and ask questions about it by writing to:
Lindner Investments
P.O. Box 11208
St. Louis, Missouri 63105
You may terminate the systematic withdrawal plan at any time by written
notice to the Funds.
INDIVIDUAL RETIREMENT ACCOUNTS
Individual retirement accounts ("IRAs") are available to employed (including
self-employed) persons and their non-employed spouses. You will be charged
an annual administrative fee of $10 per IRA account, which you may pay
separately by check.
Contributions to an IRA 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. You must request withdrawals from an IRA in
writing and include IRS Form W-4P with your request. IRA redemption
requests not accompanied by Form W-4P will be subject to income tax
withholding.
Firstar Bank, N.A., serves as the custodian for IRAs. The custodian's fee
and other information about IRAs are disclosed in documents, including a
Disclosure Statement, that you must obtain from the Trust before investing
in an IRA. You should consult your tax advisor regarding the
appropriateness of investing in an IRA. Address written requests for
applications to establish an IRA to:
Lindner Investments
P.O. Box 11208
St. Louis, Missouri 63105
DIVIDENDS, DISTRIBUTIONS AND TAXES
Payment of Dividends and Distributions
Definitions:
--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 dividend is deducted from the Fund's
NAV. Also, the date dividends and/or capital gains are posted. 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 Opportunities Fund declares annual dividends from net investment income
and distributes net realized capital gains, if any, in December of each
year. If the Fund declares a dividend and/or capital gain distribution in
December that is made payable to shareholders of record in that month but is
paid during January of the following year, the dividend or capital gains
distribution is considered
<PAGE>
<PAGE> 17
taxable income to the shareholder on December 31 of the year in which the
dividend or distribution was declared.
The Opportunities Fund automatically reinvests dividends and capital gain
distributions in shares at the NAV determined on the day following the
record date for such dividends or distributions, unless you provide written
notice by the record date indicating your intention to receive such dividend
or distribution in cash.
Effect of Dividends and Distributions on NAV
Any dividends or capital gains distributions paid shortly after you buy
shares in the Opportunities Fund will have the effect of reducing the per
share NAV of your 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.
Federal Taxation of Dividends and Distributions
The Opportunities Fund is not liable for federal income taxes to the extent
it distributes its taxable income. Additionally, the Fund intends to
distribute substantially all capital gains and ordinary income and thus
avoid imposition of excise taxes.
You are generally liable for federal income taxes on the income dividends
and capital gain distributions of the Fund (whether or not reinvested in the
Fund).
Distributions are taxable as ordinary income to the extent derived from the
Fund's investment income. Distributions of net capital gains may be taxable
at different rates depending upon how long the Fund has held the assets.
Distributions of capital gains are taxable to you based on how long the Fund
has held the assets, not on how long you have owned the Fund shares.
Dividends Received Deduction
The Opportunities Fund will furnish, upon request, a confirmation to
corporate shareholders reflecting the amount of dividends which do not
qualify for the 70% dividends received deduction.
Other Tax Consequences
In addition to the federal income tax consequences described above, there
may be other federal, state or local tax considerations applicable to the
circumstances of a particular investor. You are urged to consult your tax
advisor about the effect of your investment in a Fund on your tax situation.
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.
<PAGE>
<PAGE>
[BACK COVER]
[LOGO] LINDNER FUNDS
You can find additional information about the Funds in its Annual and Semi-
Annual Reports to Shareholders and in the Statement of Additional
Information ("SAI"). The Annual and Semi-Annual Reports to Shareholders
includes financial statements, detailed performance information, portfolio
holdings, management's discussion of Fund performance and, in the Annual
Report only, the auditor's report. The SAI contains more detailed
information on all aspects of the Funds and is incorporated by reference in
(legally considered to be part of) this Prospectus. To request a free copy
of the current Annual or Semi-Annual Report to Shareholders or the current
SAI, write or call:
Lindner Investments
7711 Carondelet Avenue, Suite 700
St. Louis, Missouri 63105
Phone:(800) 995-7777
Fax: (314) 727-9306
Internet Website: http://www.lindnerfunds.com
You can visit the SEC's Internet Web site (http://www.sec.gov) to view the
SAI, material incorporated by reference, and other information. You can
also obtain copies by visiting the SEC's Public Reference Room in Washington
DC. Call 1-800-SEC-0330 for information on the operation of the Public
Reference Room.
Investment Adviser and Transfer Agent:
Lindner Asset Management, Inc.
Custodian:
Firstar Bank, N.A.
Counsel:
Dykema Gossett PLLC
Independent auditors:
Deloitte & Touche LLP
Transfer agent:
Lindner Asset Management, Inc.
Investment Company Act File No. 811-7932
Prospectus Dated October 11, 1999
<PAGE>
<PAGE> B-1
PART B
LINDNER INVESTMENTS
STATEMENT OF ADDITIONAL INFORMATION
for
INVESTOR SHARES
of
LINDNER OPPORTUNITIES 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 11, 1999, for the Lindner Opportunities Fund
(the "Fund") and is incorporated by reference in its entirety into the
Prospectus. Because this Statement of Additional Information is not itself a
prospectus, no investment in shares of the Fund should be made solely upon the
information contained herein. Copies of the Prospectus may be obtained by
writing or calling Lindner Investments. Requests for a Prospectus 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. Capitalized terms used but not
defined herein have the same meanings as in the Prospectus.
October 11, 1999
<PAGE>
<PAGE> B-2
TABLE OF CONTENTS
LINDNER INVESTMENTS AND THE OPPORTUNITIES FUND . . . . . . . . . . . . . . .2
Lindner Investments . . . . . . . . . . . . . . . . . . . . . . . .2
Lindner Opportunities Fund. . . . . . . . . . . . . . . . . . . . .3
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
INVESTMENT POLICIES AND LIMITATIONS. . . . . . . . . . . . . . . . . . . . .3
Fundamental Investment Policies and Limitations . . . . . . . . . .4
Operating (Non-fundamental) Investment Policies and Limitations . .5
General; Portfolio Turnover . . . . . . . . . . . . . . . . . . . .5
INVESTMENT STRATEGIES AND RISKS. . . . . . . . . . . . . . . . . . . . . . .5
MANAGEMENT OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . 11
Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . 12
INVESTMENT ADVISORY AND OTHER SERVICES . . . . . . . . . . . . . . . . . . 13
Controlling Persons . . . . . . . . . . . . . . . . . . . . . . . 13
Investment Committee. . . . . . . . . . . . . . . . . . . . . . . 14
Services Provided by Adviser. . . . . . . . . . . . . . . . . . . 14
Adviser Compensation. . . . . . . . . . . . . . . . . . . . . . . 14
Transfer Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Custodian and Independent Auditors. . . . . . . . . . . . . . . . 16
BROKERAGE ALLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PURCHASE, REDEMPTION AND PRICING OF SECURITIES . . . . . . . . . . . . . . 17
ADDITIONAL PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . 18
OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Taxation of the Fund. . . . . . . . . . . . . . . . . . . . . . . 18
Liability of Trustees and Others. . . . . . . . . . . . . . . . . 20
Description of Series and Shares. . . . . . . . . . . . . . . . . 20
Registration Statement. . . . . . . . . . . . . . . . . . . . . . 21
LINDNER INVESTMENTS AND THE OPPORTUNITIES FUND
Lindner Investments
Lindner Investments (the "Trust") is an unincorporated business trust organized
under the laws of Massachusetts under a Declaration of Trust dated July 20,
1993. The Declaration of Trust permits the Board of Trustees of Lindner
Investments to issue an unlimited number of full and fractional shares of
beneficial interest, to create an unlimited number of series of shares and to
create an unlimited number of classes of one or more series of shares. Each
series, or fund, of the Trust represents a separate portfolio of securities and
other assets with its own investment objectives and policies. The assets and
liabilities of each fund belong only to, and are borne only by, that particular
fund and no other fund. The Trust presently offers shares of beneficial
interest in seven separate series: Lindner Asset Allocation Fund, Lindner
Large-Cap Fund, Lindner Small-Cap Fund, Lindner Utility Fund, Lindner Market
Neutral Fund, Lindner Government Money Market Fund and Lindner Opportunities
Fund. All of the Funds other than the Lindner Opportunities Fund are described
in a separate prospectus and statement of additional information dated July 1,
1999.
<PAGE>
<PAGE> B-3
Lindner Opportunities Fund
Lindner Opportunities Fund (the "Fund") is an open-end, no-load management
investment company, commonly known as a "mutual fund". The Fund is a
"diversified" mutual fund, which means that with respect to 75% of the Fund's
total assets, the Fund will not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (b) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer.
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.
"Administration Agreement" means the Administration Agreement between the Trust
and Lindner Management relating to the Fund, dated as of July 23, 1999.
"Adviser" or "Lindner Management" means Lindner Asset Management, Inc., 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 Agreement" means the Advisory Agreement between the Trust and the
Adviser relating to the Fund, dated as of July 23, 1999
"Agency Agreement" means the Transfer Agency Agreement between the Trust and
Lindner Management relating to the Fund, dated as of July 23, 1999.
"Fund" means the Lindner Opportunities Fund which has been established by the
Trust a separate series.
"Prospectus" means the Prospectus of the Fund dated October 11, 1999.
"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.
"1940 Act" means the federal Investment Company Act of 1940, as amended.
INVESTMENT POLICIES AND LIMITATIONS
The following investment policies and limitations supplement those set forth
in the Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the Fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined
immediately after and as a result of the Fund's acquisition of such security
or other asset. Accordingly, any subsequent change in values, net assets, or
other circumstances will not be considered when determining whether the
investment complies with the Fund's investment policies and limitations.
<PAGE>
<PAGE> B-4
The Fund's investment objective of long-term capital growth and its fundamental
investment policies and limitations described below cannot be changed without
approval by a "majority of the outstanding voting securities" of the Fund,
which means the affirmative vote of the lesser of (l) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares of the Fund
present at a shareholder's meeting if more than 50% of the outstanding shares
of the Fund are represented at the meeting in person or by proxy. Except for
the fundamental investment policies and limitations listed below, the
investment policies and limitations described in this SAI are not fundamental
and may be changed by the Board of Trustees of the Trust without shareholder
approval.
Fundamental Investment Policies and Limitations
The following investment policies and limitations are fundamental policies of
the Fund:
(1) The Fund will not issue senior securities or borrow money,
except that the Board of Trustees of the Trust may authorize the Fund
to borrow money for temporary or emergency purposes (and not for
leveraging or investment) in an amount not exceeding 5% of its total
assets (including the amount borrowed) less liabilities (other than
borrowings) and the Board of Trustees of the Trust may authorize the
Fund to borrow money for the purpose of investing in securities (the
practice known as "leverage") in an amount not exceeding 33-1/3% of the
Fund's total assets (including the amount borrowed for investment
purposes and any amounts borrowed for temporary or emergency purposes)
less liabilities (other than such borrowings), at the time of such
borrowing. Any borrowings that come to exceed these amounts will be
reduced within three days (not including Sundays and holidays) to the
extent necessary to comply with the applicable percentage limitation.
(2) The Fund will not underwrite securities issued by others,
except to the extent that the Fund may be considered an underwriter
within the meaning of the Securities Act of 1933 in connection with the
resale or disposition of restricted securities or Rule 144A securities.
(3) The Fund will not purchase any security if, as a result, more
than 25% of its total assets would be invested in the securities of
companies having their principal business activities in the same
industry (this limitation does not apply to securities issued or
guaranteed by the United States government or its agencies or
instrumentalities).
(4) The Fund will not purchase or sell real estate unless acquired
as a result of ownership of securities or other instruments, but the
Fund may invest in securities or other instruments backed by real
estate, securities of companies engaged in the real estate business and
securities issued by real estate investment trusts.
(5) The Fund will not purchase or sell commodities unless acquired
as a result of ownership of securities or other instruments, but the
Fund may purchase or sell securities or other instruments backed by
commodities.
(6) The Fund may not make loans, except loans of portfolio
securities and except to the extent the purchase of notes, bonds or
other evidences of indebtedness, or the entry into repurchase
agreements may be considered loans.
<PAGE>
<PAGE> B-5
(7) The Fund may not mortgage or pledge any of its assets, except
to the extent necessary to effect permitted borrowings; this limitation
does not prohibit escrow, collateral or margin arrangements in
connection with the purchase of put options.
Operating (Non-fundamental) Investment Policies and Limitations
The following investment policies and limitations are not fundamental and may
be changed without shareholder approval.
(1) The Fund may not make "short sales" of securities unless it
owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short (commonly known as short sales
"against the box").
(2) The Fund does not currently intend to purchase securities on
margin, except to the extent that the Fund may make use of leverage
(borrowings) and is required to pledge securities as collateral for
such borrowings, and except that the Fund may obtain such short-term
credits as are necessary for the clearance of transactions.
(3) The Fund does not intend to purchase any security if, as a
result, more than 15% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the
prices at which they are valued.
(4) The Fund may not purchase or sell options or futures, except
that the Fund may invest up to 5% of its total assets to purchase put
options for hedging purposes only, and may engage in closing
transactions with respect to such options.
General; Portfolio Turnover
There is no assurance that the Fund's objectives will be met or that there will
not be substantial losses in any given investment. Also, at anytime, the value
of the Fund's shares may be more or less than the investor's cost. Under
normal circumstances, the Fund's portfolio turnover rate is anticipated to be
less than 150% per year. The Fund's portfolio turnover rate will be calculated
by dividing the lesser of purchases or sales of portfolio securities for the
fiscal year by the monthly average value of the portfolio securities owned
during the fiscal year.
INVESTMENT STRATEGIES AND RISKS
The following information contain more detailed information about types of
investments in which the Fund may invest, investment strategies that the
Adviser may employ in pursuit of the Fund's investment objective, and a summary
of the related risks.
Common Stock. Common stock represents an equity or ownership interest in a
company. In the event a company is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims
of those who own common stock.
Preferred Stock. Preferred stock is a class of equity or ownership in a
company that pays dividends at a specified rate and that has precedence over
common stock in the payment of dividends. In the event an issuer
<PAGE>
<PAGE> B-6
is liquidated or declares bankruptcy, the claims of owners of debt securities
(such as bonds, notes or debentures) take precedence over the claims of those
who own preferred and common stock.
Debt Securities. Debt securities are used by issuers to borrow money. The
issuer usually pays a fixed, variable or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, are sold at a discount from their face values. Debt securities
include corporate bonds, notes and debentures, debt obligations issued by the
U.S. government or its agencies or by state and local governmental authorities,
and mortgage and other asset-backed securities issued by certain U.S.
governmental agencies.
Convertible Securities. Convertible securities are bonds, debentures, notes,
preferred stocks or other securities that may be converted or exchanged (by the
holder or by the issuer) into shares of the underlying common stock (or cash
or securities of equivalent value) at a stated exchange ratio. A convertible
security may also be called for redemption or conversion by the issuer after
a particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund is called for
redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third
party. Convertible securities generally have less potential for gain or loss
than common stocks. Convertible securities generally provide yields higher
than the underlying common stocks, but generally lower than comparable non-
convertible securities. Because of this higher yield, convertible securities
generally sell at prices above their "conversion value," which is the current
market value of the stock to be received upon conversion. The difference
between this conversion value and the price of convertible securities will vary
over time depending on changes in the value of the underlying common stocks and
interest rates. When the underlying common stocks decline in value,
convertible securities will tend not to decline to the same extent because of
the interest or dividend payments and the repayment of principal at maturity
for certain types of convertible securities. However, securities that are
convertible other than at the option of the holder generally do not limit the
potential for loss to the same extent as securities convertible at the option
of the holder. When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same time,
however, the difference between the market value of convertible securities and
their conversion value will narrow, which means that the value of convertible
securities will generally not increase to the same extent as the value of the
underlying common stocks. Because convertible securities may also be interest-
rate sensitive, their value may increase as interest rates fall and decrease
as interest rates rise. Convertible securities are also subject to credit
risk, and are often lower-quality securities.
Investment-grade Debt Securities. Investment-grade debt securities are medium
and high-quality debt securities. Some may possess speculative characteristics
and may be more sensitive to economic changes and to changes in the financial
conditions of issuers. A debt security is considered to be investment-grade
if it is rated investment-grade by Moody's Investors Service, Standard &
Poor's, Duff & Phelps Credit Rating Co., or Fitch IBCA Inc., or is unrated but
considered to be of equivalent quality by the Adviser.
High-Risk, High-Yield, Lower-Rated Debt Securities ("junk bonds"). The Adviser
anticipates that a portion of the Fund's assets will be invested in
lower-rated, high-yield/high-risk securities (those rated BB or lower by S&P
or Ba or lower by Moody's that have poor protection of payment of principal and
interest). See the Appendix to this Statement of Additional Information for
a description of these ratings. These securities often are considered to be
speculative and to involve greater risk of default or price changes due to
changes in the issuer's credit-worthiness. 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 has
experienced an increase in the large-scale use of such securities
<PAGE>
<PAGE> B-7
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 a 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 a 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 a Fund 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
a Fund's expenses could be allocated and a reduced rate of return for
the Fund.
--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 a Fund 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 Fund. In considering investments for the Fund, 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
Fund may chose, at its 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.
Purchasing Put Options. By purchasing a put option, the 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 Fund pays the current
<PAGE>
<PAGE> B-8
market price for the option (known as the option premium). Options can have
various types of underlying instruments, including specific securities, indices
of securities prices, and futures contracts; however, the Fund will only
purchase exchange-traded or OTC put options on exchange-traded securities or
on recognized securities indices (such as the Standard & Poor's 500 Stock
Index) for hedging purposes. 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 (OTC) options
(options not traded on exchanges) generally are established through negotiation
with the other party to the option contract. While this type of arrangement
allows the purchaser or writer 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 Fund may terminate its position in a put option by
allowing it to expire or by exercising the option. If the option is allowed
to expire, the Fund will lose the entire premium. If the option is exercised,
the Fund completes the sale of the underlying instrument at the strike price.
The Fund may also terminate a put option position by closing it out in the
secondary market at its current price, if a liquid secondary market exists.
There is no assurance a liquid secondary market will exist for any particular
option at any particular time. Options may have relatively low trading volume
and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily price
fluctuation limits for options, and may halt trading if an option'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 to enter into new positions or close out existing
positions. If the secondary market for an option is not liquid because of
price fluctuation limits or otherwise, it could prevent prompt liquidation of
unfavorable positions, and potentially could require the Fund to continue to
hold a position until delivery or expiration regardless of changes in its
value. As a result, the Fund's access to other assets held to cover its
options or futures positions could also be impaired.
If the Fund buys a typical put option it can expect to realize a gain if
underlying security's price falls substantially. However, if the underlying
security's price does not fall enough to offset the cost of purchasing the
option, the Fund can expect to suffer a loss (limited to the amount of the
premium, plus related transaction costs).
Illiquid Securities. These are securities that cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which they
are valued. Difficulty in selling securities may result in a loss or may be
costly to the Fund. The Adviser determines the liquidity of the Fund's
investments by evaluating various criteria and policies that have been approved
by the Board of Trustees of Lindner Investments and, through reports from the
Adviser, the Board monitors investments in illiquid securities on a quarterly
basis. In determining the liquidity of the Fund's investments, the Adviser may
consider various factors, including (among others) (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective purchasers
in the marketplace, (3) dealer undertakings to make a market and (4) the nature
of the security and the market in which it trades (including any demand, put
or tender features, the mechanics and other requirements for transfer, any
letters of credit or other credit enhancement features, any ratings, the number
of holders, the method of soliciting offers, the time required to dispose of
the security, and the ability to assign or offset the rights and obligations
of the security).
Warrants. Warrants are instruments which entitle the holder to buy an equity
security at a specific price for a specific period of time. Changes in the
value of a warrant do not necessarily correspond to changes in the value of its
underlying security. The price of a warrant may be more volatile than the
price of its underlying security, and a warrant may offer greater potential for
capital appreciation as well as capital loss. Warrants do not entitle a holder
to dividends or voting rights with respect to the underlying security and do
not represent
<PAGE>
<PAGE> B-9
any rights in the assets of the issuing company. A warrant ceases to have value
if it is not exercised prior to its expiration date. These factors can make
warrants more speculative than other types of investments.
Securities of Real Estate Investment Trusts. The Fund may invest in equity
securities or debt obligations issued by real estate investment trusts
("REITs"). Equity REITs own real estate properties, while mortgage REITs make
construction, development, and long-term mortgage loans. Their value may be
affected by changes in the value of the underlying property of the trusts, the
creditworthiness of the issuer, property taxes, interest rates, and tax and
regulatory requirements, such as those relating to the environment. Both types
of REITs are dependent upon management skill, are not diversified, and are
subject to heavy cash flow dependency, defaults by borrowers, self-liquidation,
and the possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the 1940 Act.
Repurchase Agreements. The Fund may enter into repurchase agreements with
commercial banks and with broker/dealers to invest cash for the short-term.
A repurchase agreement is an agreement under which the Fund acquires a money
market instrument, generally a U.S. Government obligation, that is otherwise
qualified for purchase by the Fund, and makes that instrument subject to resale
at an agreed upon price and date. The resale price reflects an agreed upon
interest rate effective for the period of time the instrument is held by the
Fund and is unrelated to the interest rate on the instrument. Repurchase
agreements usually are for short periods, such as one week or less, but may be
for longer periods. As a matter of fundamental policy, the Fund will not
enter into repurchase agreements of more than one week's duration if more than
15% of its total assets would be invested in such agreements and in
"restricted" or other illiquid securities.
Borrowings (including 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 the Fund's shares and in the yield on the Fund's
portfolio. Although the principal of such borrowings will be fixed, the 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 the 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.
Restricted Securities. Restricted securities are subject to legal restrictions
on their sale. Difficulty in selling securities may result in a loss or be
costly to a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where registration
is required, the holder of a registered security may be obligated to pay all
or part of the registration expense and a considerable period may elapse
between the time it decides to seek registration and the time it may be
permitted to sell a security under an effective registration statement. If,
during such a period, adverse market conditions were to develop, the holder
might obtain a less favorable price than prevailed when it decided to seek
registration of the security. Restricted securities may also be illiquid
securities (see above).
Securities of Other Investment Companies. Securities of other investment
companies, including shares of closed-end investment companies, unit investment
trusts, and open-end investment companies, represent interests in
professionally managed portfolios that may invest in any type of instrument.
Investing in other investment companies involves substantially the same risks
as investing directly in the underlying instruments, but may involve additional
expenses at the investment company-level, such as portfolio management fees and
<PAGE>
<PAGE> B-10
operating expenses. Certain types of investment companies, such as closed-end
investment companies, issue a fixed number of shares that trade on a stock
exchange or over-the-counter at a premium or a discount to their net asset
value. Others are continuously offered at net asset value, but may also be
traded in the secondary market. The extent to which a fund can invest in
securities of other investment companies is limited by federal securities laws.
When-issued Securities. The Fund may purchase securities on a when-issued
basis, in which case delivery and payment normally take place within 45 days
after the date of the commitment to purchase. The payment obligation and the
interest rate that will be received on the securities are each fixed at the
time the buyer enters into the commitment. Although the Fund will only
purchase securities on a when-issued basis with the intention of actually
acquiring the securities, the Fund may sell these securities before the
settlement date if it is deemed advisable.
Securities purchased on a when-issued basis and the securities held by the Fund
are subject to changes in market value based upon the public's perception of
the credit-worthiness of the issuer and changes, real or anticipated, in
the level of interest rates (which will generally result in similar changes in
value, i.e., both experiencing appreciation when interest rates decline and
depreciation when interest rates rise). Therefore, to the extent the Fund
remains substantially fully invested at the same time that it has purchased
securities on a when-issued basis, there will be a greater possibility that the
market value of the Fund's assets will vary more than otherwise. Purchasing
a security on a when-issued basis can involve a risk that the yields available
in the market when the delivery takes place may be higher than those obtained
on the security so purchased.
A separate account consisting of cash or liquid high-grade debt securities
equal to the amount of the when-issued commitments will be established with the
Fund's portfolio securities custodian, and marked to market daily, with
additional cash or liquid high grade debt securities added when necessary.
When the time comes to pay for when-issued securities, the Fund will meet its
obligations from then available cash flow, sale of securities held in the
separate account, sale of other securities or, although they would not normally
expect to do so, from the sale of the when-issued securities themselves (which
may have a value greater or less than the Fund's payment obligations). Sale
of securities to meet such obligations carries with it a greater potential for
the realization of capital gain or loss.
Lending of Portfolio Securities. The Fund may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash
collateral and obtain additional income or receive an agreed upon amount of
interest from the borrower. Loans will generally be short-term. Loans are
subject to termination at the option of the Fund or the borrower. The Fund may
pay reasonable fees in connection with a loan and may pay a negotiated portion
of the interest earned on the cash or equivalent collateral to the borrower or
placing broker. The Adviser understands that it is the current view of the SEC
staff that a fund may engage in loan transactions only under the following
conditions: (1) the fund must receive at least 100% collateral in the form of
cash or cash equivalents (e.g., U.S. Treasury bills or notes) from the
borrower; (2) the borrower must increase the collateral whenever the market
value of the securities loaned (determined on a daily basis) rises above the
value of the collateral; (3) after giving notice, the fund must be able to
terminate the loan at any time; (4) the fund must receive reasonable interest
on the loan or a flat fee from the borrower, as well as amounts equivalent to
any dividends, interest, or other distributions on the securities loaned and
to any increase in market value; (5) the fund may pay only reasonable fees in
connection with the loan; (6) the Board of Trustees must be able to vote
proxies on the securities loaned, either by terminating the loan or by entering
into an alternative arrangement with the borrower; and (7) the Board of
Trustees makes arrangements to vote or consent with respect to a material event
affecting the securities on loan.
<PAGE>
<PAGE> B-11
Short Sales "Against the Box." These are short sales of securities that the
Fund owns or has the right to obtain (equivalent in kind or amount to the
securities sold short). If the Fund enters into a short sale against the box,
it will be required to set aside securities equivalent in kind and amount to
the securities sold short (or securities convertible or exchangeable into such
securities) and will be required to hold such securities while the short sale
is outstanding. The Fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining, and closing short sales
against the box.
Temporary Defensive Policies. For temporary defensive or emergency purposes,
the Fund may invest all or a portion of its assets in short-term debt
securities issued by the U.S. government or its agencies and short-term debt
securities issued by U.S. corporations that are rated in one of the four
highest categories by a nationally recognized securities rating organization.
If the Fund takes a temporary defensive position, it may not achieve its
investment objective.
MANAGEMENT OF THE TRUST
Trustees and Officers
The Trustees of the Trust are responsible for generally overseeing the conduct
of each Fund's business in accordance with the laws of the state of
Massachusetts. 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.
Position(s)
Held With Principal Occupation(s)
Name, Age and Address The Trust During Past Five Years
- --------------------- ----------- ----------------------
Doug T. Valassis*, 47 Chairman Chairman and Trustee of the
520 Lake Cook Road, Ste.380 of the Board Trust. Chairman, a Director and
Deerfield, IL 60015 and Trustee Treasurer of the Adviser since
1993. President of Franklin
Enterprises, Inc., a private
investment firm, for more than
five years.
Eric E. Ryback*, 47 President President and Trustee of the
7711 Carondelet Ave. and Trustee Trust. President and Director
St. Louis, MO 63105 of the Adviser since 1993.
Brian L. Blomquist, 40 Admin. Vice Executive Vice President of the
7711 Carondelet Ave. President Adviser since 1995 and
St. Louis, MO 63105 and Secretary Assistant Secretary of the
Adviser since 1993. Vice
President of the Adviser from
1993 to 1995.
Kenneth E. Puzder, 33 Vice President Financial operations principal
7711 Carondelet Ave. and accounting manager of the
St. Louis, MO 63105 Adviser since 1998; Audit
manager with KPMG from 1997 to
1998; Controller of Mills
Group, Inc. from 1990 to 1997;
Financial operations principal
of The B. Mills Corporation
from 1993 to 1997.
<PAGE>
<PAGE> B-12
Robert L. Byman, 53 Trustee Partner in the law firm of
Jenner & Block Jenner & Block, Chicago,
One IBM Place Illinois, for more than
Chicago, IL 60611 five years.
Terrence P. Fitzgerald, 44 Trustee Vice President, Development
2407 Stryker Avenue Director, The Mills
Vienna, VA 22181 Corporation, since 1996. Senior
counsel, The May Department
Stores from 1993 until 1995.
Marc P. Hartstein, 46 Trustee Director--Industry Development
3 Middlebrook Lane of Anheuser-Busch, Inc. Also
St. Louis, MO 63141 Hart Communications, a
research, strategic planning
and image development firm.
Peter S. Horos, 50 Trustee Investment Manager, Allstate
All State Life Insurance Company,
3075 Sanders Road Northbrook, Illinois, for more
Northbrook, IL 60062 than five years.
Donald J. Murphy, 55 Trustee President of Murcom Financial,
141 Jackson Blvd. Ltd., a private investment
Chicago, IL 60604 firm, for more than five years.
Dennis P. Nash, 47 Trustee Vice President, Nellis Feed
899 Skokie Blvd. Company, a feed ingredient
Northbrook, IL 60062 broker, for more than five
years.
Compensation
During the fiscal year ended June 30, 1999, 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 $12,125
Terrence P. Fitzgerald, Trustee 12,125
Marc P. Hartstein, Trustee 12,125
Peter S. Horos, Trustee 10,900
Donald J. Murphy, Trustee 12,125
Dennis P. Nash, Trustee 12,125
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.
<PAGE>
<PAGE> B-13
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 Lindner Opportunities Fund and the Lindner 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 for that class of shares.
At June 30, 1999, 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 June 30, 1999, 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 June 30, 1999, 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 Asset Allocation Fund--
Investor Shares 108,770 shs. 0.33%
Institutional Shares 0 shs. 0.0%
Lindner Large-Cap Fund--
Investor Shares 146,176 shs. 0.54%
Institutional Shares 0 shs. 0.0%
Lindner Small-Cap Fund--
Investor Shares 117,598 shs. 2.50%
Institutional Shares 0 shs. 0.0%
Lindner Utility Fund--
Investor Shares 13,091 shs. 0.74%
Institutional Shares 0 shs. 0.0%
Lindner Market Neutral Fund
Investor Shares 14,682 shs. 0.46%
Institutional Shares 0 shs. 0.0%
Lindner Government Money Market Fund
Investor Shares 562,236 shs. 1.28%
INVESTMENT ADVISORY AND OTHER SERVICES
Controlling Persons
The Adviser is controlled by The George F. Valassis Stock Trust and other
trusts established for the benefit of Mr. Valassis's family members
(collectively, the "Valassis Trusts"), which as of June 30, 1999, held 52%
<PAGE>
<PAGE> B-14
of the voting securities of the Adviser. Doug T. Valassis is a co-Trustee of
the Valassis Trusts and serves as the Chairman of the Board of Directors of the
Trust and the Adviser. The other co-Trustees of the Valassis Trusts are Edward
W. Elliott, Jr., and D. Craig Valassis, the brother of Doug T. Valassis. Mr.
Doug Valassis and Mr. Elliot each also individually own 6.5% of the common
stock of the Adviser. Certain officers of the Trusts also serve as officers
of the Adviser. See "Management of the Trust".
Investment Committee
Since April 1999, portfolio investments for all of the Lindner funds other than
the Government Money Market Fund are being managed by an Investment Committee
established by the Lindner Management Board of Directors. No one person is
primarily responsible for making investment recommendations to this Investment
Committee. The present members of the Investment Committee are Doug T.
Valassis, Eric E. Ryback and Mark T. Finn. Mr. Valassis has been the Chairman
and a Trustee of the Trust since its inception in 1992, a director and the
Treasurer of the Adviser since its inception in 1993, and President of Franklin
Enterprises, Inc., a private investment firm, for more than five years. Mr.
Ryback has been President and a Trustee of the Trust since its inception in
1992 and President and a Director of the Adviser since its inception in 1993.
Mr. Finn has been the Vice Chairman and Chief Operating Officer of the Adviser
since March 1999 and has also been the Chairman of Vantage Consulting Group,
Inc., an investment consulting firm and a registered investment adviser, for
more than five years. He also serves as a Trustee for CitiFunds, a family of
mutual funds sponsored by Citibank, N.A.
Services Provided by Adviser
Under the Advisory Contract and the Administration Agreement, the Adviser
provides the Opportunities 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 the 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, 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
The Advisory Contract requires payment of a basic fee to the Adviser of 0.9%
per annum, subject to increase or decrease (performance bonus or penalty)
depending on the Opportunities Fund's investment performance compared with the
investment record of the S&P 500 Index. Investment performance of the 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 Fund and the investment record of the Index, distributions
of realized capital gains by the Fund, dividends paid by the Fund out of its
investment income, and all cash distributions of the companies whose stocks
comprise the S&P 500 Index, are treated as reinvested.
<PAGE>
<PAGE> B-15
Fee Schedule for Opportunities Fund
If the Opportunities Fund's
performance exceeds the Basic Fee is
Index by: increased by
--------------------------- ------------
less than 6% 0.0%
more than 6% but less than 12% 0.1%
more than 12% 0.2%
If the Opportunities Fund's
performance falls below the Basic Fee is
Index by: decreased by
--------------------------- ------------
less than 6% 0.0%
more than 6% but less than 12% 0.1%
more than 12% 0.2%
The maximum fee possible, assuming maximum performance, is 1.1% of average net
assets, while the lowest fee possible, assuming poorest performance, is 0.7%
of average net assets. 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 Opportunities Fund of more
than 6%, or (2) there may be no change in the net asset value per share of the
Opportunities Fund, if there is an increase or decrease in the Index of more
than 6%. The 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. In partial payment of amounts
so accrued, the Adviser is entitled to receive quarterly installments of 0.1%
of average net assets toward the annual fee; 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 Opportunities Fund's fiscal
year.
Transfer Agent
Pursuant to the Transfer Agency Agreement between the Trust and Lindner
Management relating to the Opportunities Fund, Lindner Management maintains
shareholder records and keeps such accounts, books, records, or other documents
as the Fund is required to keep under federal or state laws. Lindner
Management also acts as stock registrar and dividend disbursing agent, issues
and redeems the Fund's shares, mails the Fund's prospectuses and proxy
statements to the Fund's shareholders, and disburses dividend payments. As
compensation for these services, Lindner Management is paid a fee of $11.00 per
shareholder account per year by the Fund. This agreement permits Lindner
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 Lindner 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 also paid by the Trust.
Administrator
Under the Administration Agreement between Lindner Management and the Trust
relating to the Opportunities Fund, Lindner Management provides the Fund with
office facilities and personnel, non-investment related statistical and
research data, stationery and office supplies, executive and administrative
services, internal auditing and regulatory compliance services. Lindner
Management also assists in the preparation of reports to shareholders, prepares
proxy statements, makes filings with the Securities and Exchange Commission and
<PAGE>
<PAGE> B-16
state securities authorities and performs certain budgeting and financial
reporting and compliance monitoring activities. For these administrative
services, the Fund pays Lindner Management a monthly administration fee equal
to 1/12th of 0.15% of the average daily net assets of the Fund.
The Fund pays all of its other costs and expenses including interest, taxes,
fees of Trustees 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 Lindner
Management, as the administrator for the Fund.
Each of the Advisor Agreement, Transfer Agency Agreement and the Administration
Agreement with the Trust relating to the Opportunities Fund provides that it
may be terminated by the Trust or Lindner Management upon 60 days' notice, and
that it may be terminated immediately by the Trust for cause, as defined in
each Agreement. Each agreement also provides that after an initial two-year
period, it will automatically terminate if it (1) is not approved by a majority
of the Trust's trustees and a majority of the Trust's disinterested trustees
upon the annual renewal date of the Agreement, or (2) is assigned in whole or
in part by Lindner Management. If any agreement is terminated for either of
the foregoing reasons, the Trust will enter into a similar agreement with an
unrelated party upon such terms and conditions as can be obtained at that time.
Custodian and Independent Auditors
Firstar Bank, N.A. ("Firstar Bank"), 425 Walnut Street, Cincinnati, Ohio 45202,
acts as custodian of all cash and domestic securities of the Opportunities
Fund. Firstar Bank receives a monthly fee based on monthly average net assets
of all of the Lindner Funds, which fee is allocated among the Lindner Funds on
the basis of their respective net asset values. The Trust has an arrangement
whereby custodian expenses are reduced by maintaining compensating balances
with Firstar Bank.
Deloitte & Touche LLP, independent auditors, One City Centre, St. Louis,
Missouri 63101, audits the Fund's annual financial statements.
BROKERAGE ALLOCATION
Placement of the Opportunities Fund's orders to buy and sell portfolio
securities are the responsibility of the Adviser. Such decisions are made for
the Adviser by its Vice Chairman and Chief Operating Officer. 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 by the Adviser:
--The Adviser's past experience, in dealing with various brokers, of
attaining the Fund's objectives of good execution at the most favorable
price;
--The services furnished by the broker in providing price quotations;
--The allocation to the Fund 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;
<PAGE>
<PAGE> B-17
--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 the Adviser to secure, consistent with good execution, the
highest possible price on sales and the lowest possible price on purchases of
securities. Since brokers are compensated through commissions for services
described above and since commissions may be paid at varying rates, sales even
at the highest possible price may not yield the maximum possible net proceeds
and purchases even at the lowest possible price may not be made at the lowest
possible overall cost.
As permitted by section 28(e) of the Securities Exchange Act of 1934,
commissions paid to brokers for effecting securities transactions may exceed
the commission which another broker would have charged for effecting such
transactions, if the Adviser has determined in good faith that such charges are
reasonable in view of quotation or research services provided by such broker.
Research services that may be provided to the Adviser 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 Fund.
The Adviser does not consider its 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 Opportunities
Fund deals directly with a primary market maker, the Fund pays both the
dealer's mark-up or mark-down and the broker's commission. This practice will
result in greater costs to the Fund.
PURCHASE, REDEMPTION AND PRICING OF SECURITIES
As stated in the Prospectus, the Adviser determines the current net asset value
of the Opportunities 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 the 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 approved by the Trustees.
The 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
<PAGE>
<PAGE> B-18
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 the Trust 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 Opportunities
Fund issues its 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.
ADDITIONAL PERFORMANCE INFORMATION
The Fund may from time to time include its "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 Fund over a
stated period of time. The 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, the Opportunities 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 Fund
does not have sales loads or other charges payable by all shareholders that
could affect their calculations of average annual total return.
Average annual total return is an historical measure of performance and is not
necessarily indicative of the Opportunities Fund's future performance. Such
measurement will vary from time to time depending upon numerous factors,
including without limitation market conditions, the composition of the Fund's
portfolio and operating expenses. These factors should be considered when
evaluating the Fund's performance.
OTHER MATTERS
Taxation of the Fund
It is intended that the Fund qualify each year as a regulated investment
company under Subchapter M of the Internal Revenue Code. In order to qualify
for the special tax treatment accorded regulated investment companies and their
shareholders, the Fund must, among other things:
(a) derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans,
and gains from the sale or other disposition of stock,
securities and
<PAGE>
<PAGE> B-19
foreign currencies, or other income (including but not limited to gains from
options, futures, or forward contracts) derived with respect to its business
of investing in such stock, securities, or currencies;
(b) distribute with respect to each taxable year at least 90% of
its "investment company taxable income" (as that term is
defined in the Code) and tax-exempt income (less deductions
attributable to that income) for such year; and
(c) diversify its holdings so that, at the end of each fiscal
quarter (i) at least 50% of the market value of the Fund's
assets is represented by cash or cash items (including
receivables), U.S. Government securities, securities of other
regulated investment companies, and other securities limited
in respect of any one issuer to a value not greater than 5% of
the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of its assets is invested in the
securities (other than those of the U.S. Government or other
regulated investment companies) of any one issuer or of two or
more issuers which the Fund controls and which are engaged in
the same, similar, or related trades or businesses.
If the Fund qualifies as a regulated investment company that is accorded
special tax treatment, the Fund will not be subject to federal income tax on
income paid to its shareholders in the form of dividends (including capital
gain dividends).
If the Fund fails to qualify as a regulated investment company accorded special
tax treatment in any taxable year, the Fund would be subject to tax on its
income at corporate rates, and could be required to recognize net unrealized
gains and make distributions of any accumulated earnings and profits before
requalifying as a regulated investment company that is accorded special tax
treatment. In addition, all distributions by the Fund would be taxed as if
made by a regular corporation thus the Fund could not pay exempt-interest or
capital gains dividends.
If the Fund fails to distribute in a calendar year substantially all of its
ordinary income for such year and substantially all of its net capital gains
for the year ending October 31 (or later if the Fund is permitted so to elect
and so elects), plus any retained amount from the prior year, the Fund will be
subject to a 4% excise tax on the undistributed amounts. The Fund intends
generally to make distributions sufficient to avoid imposition of the 4% excise
tax.
Return of capital distributions. If the Fund makes a distribution in excess
of its current and accumulated "earnings and profits" in any taxable year, the
excess distribution will be treated as a non-taxable return of capital to the
extent of a shareholder's tax basis in his shares. If a shareholder's basis
has been reduced to zero, any additional return of capital distributions will
be taxable as capital gain.
Backup Withholding. In general, the Fund is required to withhold 31% of the
taxable dividends and other distributions paid to any shareholder who fails to
furnish the Fund with a correct taxpayer identification number, who has under
reported dividends or interest income, or who fails to certify to the Fund
that he or she is not subject to such withholding.
The foregoing is only a summary of some of the important federal income tax
considerations generally affecting purchases of shares of a Fund. No attempt
is made to present a detailed explanation of the federal income tax treatment
of each Fund or its shareholders, and this discussion is not intended as a
substitute for
<PAGE>
<PAGE> B-20
careful tax planning. Accordingly, investors are urged to consult their tax
advisers with specific reference to their own tax situation.
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 the 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 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
<PAGE>
<PAGE> B-21
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 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
Administration Agreement or the Transfer Agency Agreement, if it has the effect
of increasing costs, or in the fundamental investment restrictions of the Fund
must be approved by a majority of the shareholders of the Fund before it can
become effective. A "majority" means the vote of the lesser of (1) 67% of the
shares of the Fund present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy, or (2) more than 50% of
the outstanding shares of the Fund.
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 Internet Web site is
http://www.sec.gov.
Statements contained in the Prospectus and in this SAI 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>
<PAGE> 22
APPENDIX--DESCRIPTION OF BOND RATINGS
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("S&P")
Bond Rating Definitions
AAA - Debt rated AAA has the highest rating assigned by S&P. 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
<PAGE>
<PAGE> 23
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes and
are to be considered as an upper medium grade obligation. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the security over any long period for time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
Ca - Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aaa through B in its corporate bond rating system. The
modifier 1 indicates that the bond being rated ranks in the higher end of its
generic rating; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the bond ranks in the lower end of its generic rating
category.
<PAGE>
<PAGE> C-1
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) Declaration of Trust, dated July 19, 1993 (previously filed as Exhibit
1 to Post-Effective Amendment No. 7 and incorporated herein by
reference)
(b) Bylaws (previously filed as Exhibit 2 to Post-Effective Amendment No.
7 and incorporated herein by reference)
(c) Third Amended Certificate of Designation of Series and Classes of
Shares (filed herewith)
(d) (1) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Lindner Asset Management, Inc. relating to
the Lindner Utility Fund and the Lindner Small-Cap Fund (previously
filed as Exhibit 5(a) to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(2) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Lindner Asset Management, Inc. relating to
the Lindner Market Neutral Fund (previously filed as Exhibit 5(b) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(3) Advisory and Service Contract, dated as of December 29, 1994,
between the Registrant and Lindner Asset Management, Inc. relating to
the Lindner International Fund (previously filed as Exhibit 5(c) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(4) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Lindner Asset Management, Inc. relating to
the Lindner Asset Allocation Fund (previously filed as Exhibit 5(d) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(5) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Lindner Asset Management, Inc. relating to
the Lindner Large-Cap Fund (previously filed as Exhibit 5(e) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(6) Advisory Agreement, dated as of May 20, 1996, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
Government Money Market Fund (previously filed as Exhibit 5(f) to
Post-Effective Amendment No. 11 and incorporated herein by reference)
(7) Subadvisory Agreement, dated as of May 20, 1996, between Lindner
Asset Management, Inc. and Star Bank, N.A. (now known as "Firstar 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)
(8) Advisory Agreement, dated as of April 6, 1998, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
High-Yield Bond Fund (previously filed as Exhibit 5(h) to
Post-Effective Amendment No. 16 and incorporated herein by reference)
(9) Amendment No. 1, effective as of July 1, 1998, to Advisory and
Service Contract between the Registrant and Lindner Asset Management,
Inc. relating to the Lindner Large-Cap Fund [Exhibit (d)(5)]
(previously filed as Exhibit (d)(9) to Post-Effective Amendment No. 18
and incorporated herein by reference)
(10) Advisory Agreement, dated as of July 23, 1999, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
Opportunities Fund (filed herewith)
(e) None
(f) None
(g) (1) Custody Agreement between the Registrant and Star Bank, N.A. (now
known as "Firstar Bank, N.A."), dated December 7, 1994 (previously
filed as Exhibit 8(a) to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(2) Global Custody Agreement between the Registrant and Chase Manhattan
Bank, dated as of September 1, 1998 (previously filed as Exhibit (g)(2)
to Post-Effective Amendment No. 18 and incorporated herein by
reference)
<PAGE>
<PAGE> C-2
(h) (1) Agency Agreement, dated September 23, 1993, between the Registrant
and Lindner Asset Management, Inc., as amended on August 18, 1994
(previously filed as Exhibit 9 to Post-Effective Amendment No. 7 and
incorporated herein by reference)
(2) Second Amendment to Agency Agreement [Exhibit (h)(1)], dated as of
September 26, 1996 (previously filed as Exhibit 9(b) to Post-Effective
Amendment No. 12 and incorporated herein by reference)
(3) Transfer Agency Agreement, dated as of May 20, 1996, between the
Registrant and Lindner Asset Management, Inc., 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)
(4) Sub-Transfer Agency Agreement, dated as of November 1, 1996,
between the Registrant and State Street Bank and Trust Company,
relating to the Lindner Government Money Market Fund (previously filed
as Exhibit 9(e) to Post-Effective Amendment No. 15 and incorporated
herein by reference)
(5) Transfer Agency Agreement, dated as of April 6, 1998, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
High-Yield Bond Fund (previously filed as Exhibit 9(d) to Post-
Effective Amendment No. 16 and incorporated herein by reference)
(6) Administrative Services Agreement, dated as of May 20, 1996,
between the Registrant and Lindner Asset Management, Inc., 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)
(7) Administration Agreement, dated as of April 6, 1998, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
High-Yield Bond Fund (previously filed as Exhibit 9(g) to Post-
Effective Amendment No. 16 and incorporated herein by reference)
(8) Third Amendment to Agency Agreement [Exhibit (h)(1)], dated as of
December 1, 1998 (previously filed as Exhibit h(8) to Post-Effective
Amendment No. 18 and incorporated herein by reference)
(9) Transfer Agency Agreement, dated as of July 23, 1999, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
Opportunities Fund (filed herewith)
(10) Administration Agreement, dated as of July 23, 1999, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
Opportunities Fund (filed herewith)
(i) Opinion of Dykema Gossett PLLC, counsel for the Registrant, including
consent (filed herewith)
(j) None
(k) None
(l) (1) Purchase Agreements, dated as of February 1, 1996, between the
Registrant and the initial holder 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)
(2) Purchase Agreement, dated as of May 15, 1996, between the
Registrant and the initial holder 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)
(3) Subscription Agreement, dated April 6, 1998, between the Registrant
and the initial holder of shares of Lindner High-Yield Bond Fund
(previously filed as Exhibit (l)(3) to Post-Effective Amendment No. 18
and incorporated herein by reference)
(4) Subscription Agreement, dated July 23, 1999, between the Registrant
and the initial holder of shares of Lindner Opportunities Fund (filed
herewith)
(m) 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)
(n) Not required
(o) 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>
<PAGE> C-3
Item 24. Persons Controlled by or Under Common Control with Registrant.
Not applicable.
Item 25. Indemnification.
The Declaration of Trust and Bylaws of the Registrant contain
provisions covering indemnification of the officers and trustees. The
following are summaries of the applicable provisions.
The Registrant's Declaration of Trust provides that every person who
is or has been a trustee, officer, employee or agent of the Registrant and
every person who serves at the trustees request as director, officer, employee
or agent of another enterprise will be indemnified by the Registrant to the
fullest extent permitted by law against all liabilities and against all
expenses reasonably incurred or paid by him in connection with any debt, claim,
action, demand, suit, proceeding, judgment, decree, liability or obligation of
any kind in which he becomes involved as a party or otherwise or is threatened
by virtue of his being or having been a trustee, officer, employee or agent of
the Registrant or of another enterprise at the request of the Registrant and
against amounts paid or incurred by him in the compromise or settlement hereof.
No indemnification will be provided to a trustee or officer: (i)
against any liability to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office ("disabling conduct"); (ii) with
respect to any matter as to which he shall, by the court or other body by or
before which the proceeding was brought or engaged, have been finally
adjudicated to be liable by reason of disabling conduct; (iii) in the absence
of a final adjudication on the merits that such trustee or officer did not
engage in disabling conduct, unless a reasonable determination based upon a
review of the facts that the person to be indemnified is not liable by reason
of such conduct, is made by vote of a majority of a quorum of the trustees who
are neither interested persons nor parties to the proceedings, or by
independent legal counsel, in a written opinion.
The rights of indemnification may be insured against by policies
maintained by the Registrant, will be severable, will not affect any other
rights to which any trustee, officer, employee or agent may now or hereafter
be entitled, will continue as to a person who has ceased to be such trustee,
officer, employee, or agent and will inure to the benefit of the heirs,
executors and administrators of such a persons; provided, however, that no
person may satisfy any right of indemnity or reimbursement except out of the
property of the Registrant, and no other person will be personally liable to
provide indemnity or reimbursement (except an insurer or surety or person
otherwise bound by contract).
Article XIV of the Registrants Bylaws provides that the Registrant
will indemnify each trustee and officer to the full extent permitted by
applicable federal, state and local statutes, rules and regulations and the
Declaration of Trust, as amended from time to time. With respect to a
proceeding against a trustee or officer brought by or on behalf of the
Registrant to obtain a judgment or decree in its favor, the Registrant will
provide the officer or trustee with the same indemnification, after the same
determination, as it is required to provide with respect to a proceeding not
brought by or on behalf of the Registrant.
This indemnification will be provided with respect to an action, suit
proceeding arising from an act or omission or alleged act or omission, whether
occurring before or after the adoption of Article XIV of the Registrant's
Bylaws.
<PAGE>
<PAGE> C-4
Item 26. 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, Brian L. Blomquist,
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:
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 27. Principal Underwriters.
Not applicable.
Item 28. Location of Accounts and Records.
All accounts and records required to be maintained by the Registrant
are maintained by the transfer agent, Lindner Asset Management, Inc., 7711
Carondelet Avenue, P.O. Box 11208, St. Louis, Missouri 63105.
Item 29. Management Services.
There are no management-related service contracts not discussed in Part
A or Part B of this Registration Statement.
Item 30. 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>
<PAGE> C-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clayton, and State of
Missouri, on the 23th day of July, 1999.
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 July 23, 1999.
** Chairman and Trustee
Doug T. Valassis
/S/ ERIC E. RYBACK President and Trustee (Principal
Eric E. Ryback Executive Officer)
/S/ BRIAN L. BLOMQUIST Vice President-Operations, Secretary
Brian L. Blomquist and Treasurer (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>
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(c) Third Amended Certificate of Designation of Series and Classes of
Shares
(d)(10) Advisory Agreement, dated as of July 23, 1999, between the Registrant
and Lindner Asset Management, Inc., relating to the Lindner
Opportunities Fund
(h)(9) Transfer Agency Agreement, dated as of July 23, 1999, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
Opportunities Fund
(h)(10) Administration Agreement, dated as of July 23, 1999, between the
Registrant and Lindner Asset Management, Inc., relating to the Lindner
Opportunities Fund
(i) Opinion of Dykema Gossett PLLC, counsel for the Registrant, including
consent
(l)(4) Subscription Agreement, dated July 23, 1999, between the Registrant and
the initial holder of shares of Lindner Opportunities Fund
LINDNER INVESTMENTS
(a Massachusetts Business Trust)
THIRD AMENDED AND RESTATED
CERTIFICATE OF DESIGNATION
of
SERIES AND CLASSES OF SHARES
The undersigned, being the Secretary of LINDNER INVESTMENTS (the
"Trust"), a trust with transferable shares of the type commonly called a
Massachusetts business trust, hereby certifies that pursuant to authority
conferred on the Board of Trustees of the Trust by Section 6.2 of the
Declaration of Trust, dated July 19, 1993 (the "Declaration of Trust"), the
Board of Trustees of the Trust, by actions taken on July 22, 1993, September
23, 1993, November 12, 1993, September 29, 1994, April 6, 1995, January 25,
1996, April 3, 1996, January 22, 1998, December 17, 1998 and June 24, 1999, did
authorize the creation of separate series ("Series") of shares of beneficial
interest of the Trust, and two classes ("Classes") of such shares in certain
of such Series, and by action taken on June 24, 1999, did authorize the filing
of this Certificate of Designation, as follows:
Effective as of July 1, 1999, the shares of beneficial interest of the
Trust shall be divided into nine separate series, each Series to have the
following special and relative rights:
(1) The nine separate series of the Trust shall be designated as
follows:
Lindner Asset Allocation Fund (formerly "Lindner Dividend Fund")
Lindner Large-Cap Fund (formerly "Lindner Growth Fund")
Lindner Small-Cap Fund (formerly "Lindner/Ryback Small-Cap Fund")
Lindner Utility Fund
Lindner Market Neutral Fund (formerly "Lindner Bulwark Fund")
Lindner Opportunities Fund
Lindner International Fund
Lindner High-Yield Bond Fund
Lindner Government Money Market Fund
(2) Each Series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the
Trust's then current effective registration statement filed with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended. Each shares of beneficial interest in each Series shall
be redeemable, shall be entitled to one vote or fraction of a vote and
shall represent a pro rata beneficial interest in the assets allocated
to that Series, and shall be entitled to receive its pro rata share of
net assets of that Series upon liquidation of that Series, all as
provided in the Declaration of Trust.
(3) The shares of beneficial interest in Lindner Asset Allocation
Fund, Lindner Large-Cap Fund, Lindner Small-Cap Fund, Lindner Utility
Fund, Lindner Market Neutral Fund, Lindner International Fund and
Lindner-High Yield Bond Fund are classified into two Classes,
designated "Investor Shares" and "Institutional Shares", respectively,
of which an unlimited number of shares may be issued. Shares of
Lindner Asset Allocation Fund, Lindner Large-Cap Fund, Lindner Small-
Cap Fund, Lindner Utility Fund and Lindner International Fund
outstanding at the close of business on January 26, 1996, became
Investor Shares of each respective Series. Shares of the Lindner
Opportunities Fund and the Lindner Government Money Market Fund are
Investor Shares only.
(4) The holders of Investor Shares and Institutional Shares of
each Series shall be considered shareholders of such Series, and shall
have the relative rights and preferences set forth herein and in the
Declaration of Trust with respect to shares of such Series, and shall
also be considered shareholders of the Trust for all other purposes
(including, without limitation, for purposes of receiving reports and
notices and the right to vote) and, for matters reserved to the
shareholders of one or more other Classes or Series by the Declaration
of Trust or by any instrument establishing and designating a particular
Class or Series, or as required by the Investment Company Act of 1940
or any rule or regulation of the Securities and Exchange Commission
issued thereunder (collectively, the "1940 Act") or any other
applicable law.
(5) The Investor Shares and the Institutional Shares of each
Series shall represent an equal proportionate interest in the share of
such Class in the Trust Property belonging to that Series, adjusted for
any liabilities specifically allocable to the Shares of that Class, and
each share of any such Class shall have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except
that the expenses fees and expenses related to the Distribution Plan
pursuant to Rule 12b-1 (and related agreements) attributable to
Institutional Shares shall be charged only to Institutional Shares,
and, subject to the provisions of Rule 18f-3 under the 1940 Act, the
Trustees of the Trust reserve the right to allocate certain of the
following expenses attributable to a particular Class of each Series
("Class Expenses") on a basis other than on the relative net asset
values of all Classes of such Series, if such expenses are actually
incurred in a different amount by that Class or if the Class receives
services of a different kind or to a different degree than other
Classes: (i) transfer agency fees identified by the transfer agent as
being attributable to a specific Class of Shares; (ii) printing and
postage expenses related to preparing and distributing materials such
as shareholder reports, notices, prospectuses, reports and proxies to
current shareholders of a specific Class of shares or to regulatory
agencies with respect to a specific Class of shares; (iii) blue sky
registration or qualification fees incurred by a Class of shares; (iv)
SEC registration fees incurred by a Class of shares; (v) litigation or
other legal expenses relating solely to one Class of shares; (vi)
Trustees' fees incurred as a result of issues relating to a particular
Class of shares; and (vii) independent accountants' fees or attorneys'
fees relating solely to a particular Class of shares;
(6) Investor Shares of each Series shall not be subject to any
front-end, back-end, contingent or deferred sales charge, commission
or fee and shall not be subject to any asset-based distribution fees
pursuant to Rule 12b-1 under the 1940 Act;
(7) Institutional Shares of each Series shall be subject to an
asset-based distribution fee pursuant to the Trust's Distribution and
Service Plan adopted pursuant to Rule 12b-1 under the 1940 Act, which
authorizes the payment of distribution and service fees not to exceed
0.25% (on an annual basis) of the average daily net assets attributable
to the Institutional Shares of each Series, but shall be subject to no
other initial, deferred or contingent sales charge, commission or fee;
(8) Subject to compliance with the requirements of the 1940 Act,
the Trustees shall have the authority to provide that holders of shares
of a Class of any Series shall have the right to exchange such shares
into shares of that Class of any other Series of the Trust having the
same designation as the Class of shares owned by such holder or any
other Class of shares, in accordance with the requirements and
procedures set forth in the then current effective registration
statement of the Trust filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
(9) Shareholders of each Series and Class shall vote as a separate
Series or Class, as the case may be, on any matter to the extent
required by, and any matter shall be deemed to have been effectively
acted upon with respect to any Series or Class, as provided in Rule
18f-2 as from time to time in effect under the 1940 Act, or any
successor rule or by the Declaration of Trust. Except as provided by
the 1940 Act or set forth herein, each Class of shares shall otherwise
have the same preferences, conversion, and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as each other Class of shares of that Series. When the
Trustees determine that the matter to be voted upon affects only the
interest of the shareholders of a particular Class or particular
Series, only Shares of that Class or Series will be allowed to vote on
that matter. In addition, only holders of Institutional Shares will
be entitled to vote on matters submitted to shareholder vote with
respect to the Trust's Distribution and Service Plan applicable to such
Shares adopted pursuant to Rule 12b-1 under the 1940 Act. The holders
of each Class of a Series's Shares will be entitled to vote separately
on all matters submitted to shareholder vote in which the interests of
one Class are different from the interests of the other Class.
(10) The assets and liabilities of the Trust shall be allocated
among the Trust's Series and Classes as set forth in Section 6.2 of the
Declaration of Trust, except that costs incurred and payable by the
Trust in connection with the organization and initial registration and
public offering of shares of each Series of the Trust, or any new Class
of shares of a particular Series, that is authorized at any time after
the organization and initial registration of shares of the first Series
of the Trust shall be specifically allocated to such new Series, or
such new Class, on the basis of their incurrence and shall be paid
with the assets of such new Series or such new Class unless otherwise
paid by the Adviser to the Trust. The liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as
belonging to any particular Series or Class shall be allocated among
the several Series and Classes on the basis of their relative average
daily net assets.
(11) The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and
expenses or to change the designation of any Series or Class, now or
hereafter created, or to otherwise change the special and relative
rights of any such Series or Class, provided that such change shall not
adversely affect the rights of holders of shares of such Series or
Class.
IN WITNESS WHEREOF, the undersigned has set his hand as of July 16,
1999.
/S/ BRIAN L. BLOMQUIST
Brian L. Blomquist, Secretary of Lindner Investments
STATE OF MISSOURI )
)
COUNTY OF CLAYTON )
On July 16, 1999, there appeared before me the above-named Brian L.
Blomquist, to be personally known, who did acknowledge the foregoing instrument
to be his free act and deed in his capacity as Secretary of LINDNER
INVESTMENTS, a Massachusetts business trust.
/S/ LORABELLE T. ROGADO
Notary Public
My Commission expires: 10/29/2000
[NOTARIAL SEAL]
ADVISORY AGREEMENT
(Lindner Opportunities Fund)
This ADVISORY AGREEMENT (the "Agreement") is made as of July 23, 1999,
by and between LINDNER INVESTMENTS, a Massachusetts business trust (the
"Trust"), and LINDNER ASSET MANAGEMENT, INC., a Michigan corporation (the
"Adviser").
WHEREAS, the Trust is an open-end management investment company,
registered under the Investment Company Act of 1940 (the "1940 Act"), and has
created a series of shares having its own investment objective, policies and
limitations known as the "Lindner Opportunities Fund" (the "Fund");
WHEREAS, the Trust desires to retain the Advisor to render investment
advisory and management services for the Fund under the terms hereof; and
WHEREAS, the Adviser has been organized to operate as an investment
adviser and desires to provide investment advisory services to the Trust with
respect to the Fund, and is registered as an Investment Adviser under the
Investment Advisers Act of 1940, as amended;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. Employment of the Adviser. Effective on October 11, 1999, the
Trust hereby employs the Adviser to act as investment adviser for, and to
manage the investment and reinvestment of the assets of, the Fund in accordance
with the investment objective and policies and limitations for the Fund, and
to administer its affairs to the extent requested by and subject to the
supervision of the Trustees of the Trust for the period and upon the terms
herein set forth. The investment of monies shall be subject to all applicable
restrictions of the Declaration of Trust and Bylaws of the Trust as may from
time to time be in force.
The Adviser accepts such employment and agrees during such period to
render such services and to assume the obligations herein set forth for the
compensation herein provided. Subject to the supervision and direction of the
Trustees, to the restrictions of the Declaration of Trust and Bylaws of the
Trust, as amended from time to time, to the provisions of the 1940 Act and to
the statements relating to the Fund's investment objectives, investment
policies and investment restrictions as the same are set forth in the currently
effective Prospectus and Statement of Additional Information relating to the
shares of the beneficial interest of the Fund under the Securities Act of 1933,
as amended (the "Prospectus"), the services provided by the Adviser include,
but are not to be limited to: furnishing continuously an investment program and
determining from time to time which securities shall be purchased, sold or
exchanged and what portion of the assets of the Fund shall be held in
authorized securities or cash; making decisions for the Fund as to the manner
in which voting rights, rights to consent to action and any other rights
pertaining to the Fund's portfolio securities shall be exercised; implementing
investment policies and strategies; and taking, on behalf of the Fund, all
action which the Adviser deems necessary to implement the investment policies
determined as provided above, and in particular placing all orders for the
purchase or sale of portfolio securities for the Fund's account with brokers
or dealers selected by it, and to that end, giving instructions to the
Custodian of the Fund as to deliveries of securities and payments of cash for
the account of the Fund. The Adviser shall for all purposes herein provided
be deemed to be an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund. It is understood
and agreed that the Adviser, by separate agreements with the Trust, may also
serve the Fund in other capacities.
2. Compensation of the Adviser. For the services and facilities
to be furnished by the Adviser hereunder, the Fund shall pay the Adviser an
annual fee computed on the basis of the Fund's average net assets and the
Fund's investment performance compared to the investment performance record of
the Standard & Poor's 500 Stock Index (the "S&P Index").
(a) The Fund's investment performance for any fiscal year shall
mean the sum of:
(1) The change in its net asset value per share during
such fiscal year; and
(2) The value of its cash and optional distributions per
share accumulated to the end of such fiscal year, expressed as
a percentage of its net assets value per share at the
beginning of such fiscal year. For this purpose,
distributions by the Fund of realized capital gains and of
dividends paid from investment income shall be treated as
reinvested at the net asset value per share in effect at the
close of business on the ex-date for the payment of such
distributions or dividends.
(b) The investment record of the S&P Index for any fiscal year
shall mean the sum of:
(1) The change in the level of the index during such
fiscal year; and
(2) The value, computed consistently with the index, of
cash distributions made by companies whose securities comprise
the index accumulated at the end of such fiscal year,
expressed as a percentage of the index level at the beginning
of such fiscal year. For this purpose, cash distributions on
the securities which comprise the index shall be treated as
reinvested in the index at the end of each calendar quarter
following the payment of the dividend.
(c) The Fund's average net assets shall be 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, dividend by twenty-four (24).
(d) Compensation for each fiscal year shall be the following
percentage of average net assets:
(i) Basic Fee: ..................................0.90%
(ii) Plus or minus the following percentages of average net
assets:
If the Fund's investment performance for any fiscal year
exceeds the investment record of the S&P Index by:
6 to 12 percentage points.........plus 0.1%
more than 12 percentage points....plus 0.2%
If the Fund's investment performance for any fiscal year falls
below the investment record of the S&P Index by:
6 to 12 percentage points........minus 0.1%
more than 12 percentage points...minus 0.2%
(e) As soon as practicable after the last day of each fiscal
quarter, the Fund shall pay as an installment toward the annual fee, 0.1% of
average net assets for the quarter The excess of the annual fee over the
quarterly installments or over any payments of the advisory fee for any quarter
of the current fiscal year made heretofore shall be paid within 30 days after
receipt of the accountant's report covering the Fund's operations for the
fiscal year. For the month and year in which this Agreement become effective
or terminates, there shall be an appropriate proration on the basis of the
number of days that the Agreement is in effect during the month and year,
respectively.
(f) With respect to the fiscal years of the Fund ending on June
30, 2000 and 2001, the Adviser agrees to waive that portion of its annual fee
as shall be necessary to ensure that the Total Operating Expenses of the Fund
for each such fiscal year does not exceed 1.25% of the Fund's average net
assets for the relevant fiscal year, calculated for the fiscal year as a whole.
At any time after July 1, 2001, the Adviser may terminate such fee waiver, in
its sole discretion. "Total Operating Expenses" of the Fund shall mean the
advisory fee payable hereunder, and any fees payable by the Fund on account of
administrative services, transfer agent services, custodian fees, and all other
fees and expenses properly chargeable to the Fund by the Trust and paid out of
the assets of the Fund.
3. Expenses Borne by Fund. In addition to the fee of the
Adviser, the Fund shall assume and pay any expenses for services rendered by
its Custodian, Transfer Agent, Dividend Disbursing Agent and Administrator for
the safekeeping of the Fund's securities or other property, for keeping its
books of account, and for any other charges of such entities. The Adviser
shall not be required to pay, and the Fund shall assume and pay, the charges
and expenses of the Fund's operations, including any compensation of the
Trustees, an administrator or a distributor, charges and expenses of
independent auditors, of legal counsel, any registrar of the Fund, costs of
acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by the Fund, cost of share certificates, if any, and of
reports, membership dues in the Investment Company Institute or any similar
organization, reports and notices to shareholders, other like miscellaneous
expenses and all taxes, costs and fees payable to federal, state or other
governmental agencies or others on account of the registration of securities
issued by the Trust, filing of corporate documents or otherwise. The Fund
shall not pay or incur any obligation for any expenses for which the Fund
intends to seek reimbursement from the Adviser or adjustment of the Adviser's
fee as herein provided without first obtaining the written approval of the
Adviser.
4. Allocation of Brokerage; Calculation of Net Asset Value; Sub-
Adviser. (a) The Adviser shall place all orders for the purchase or sale of
portfolio securities for the accounts of the Fund with brokers or dealers
selected by the Adviser, and to that end the Adviser is authorized as the agent
of the Fund to give instructions to the Custodians of each Fund as to
deliveries of securities and payment of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of
such orders, the Adviser shall use its best efforts to seek to execute security
transactions at prices that are advantageous to the Fund and (when a disclosed
commission is being charged) at reasonably competitive commission rates. In
selecting brokers or dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized
to pay any broker or dealer who provides such brokerage and research services
a commission for executing a security transaction which is in excess of the
amount of commission another broker or dealer would have shared for effecting
that transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities that the Adviser and its
affiliates have with respect to accounts over which they exercise investment
discretion. Subject to the requirement set forth in the second sentence of
this paragraph, the Adviser is authorized to consider, as a factor in the
selection of any broker or dealer with whom purchase or sale orders may be
placed, the fact that such broker or dealer has sold or is selling shares of
the Fund, or any other series of the Fund, or of other investment companies
sponsored by the Adviser or its affiliates.
(b) The net asset value for each class of the Fund's shares shall
be calculated as of the close of business of the New York Stock Exchange on
each day that such exchange is open for business, and as of such other time or
times as the Trustees may determine in accordance with the provisions of the
1940 Act and the policies and procedures established from time to time by the
Board of Trustees of the Trust. On each day when net asset value is not
calculated, the net asset value of a share of any class of the Fund's shares
shall be deemed to be the net asset value of such a share as of the last day
on which such calculation was made for the purpose of the foregoing
computations.
(c) The Adviser is authorized to employ one or more organizations
or entities to act as a subadviser to the Fund, provided that any such
organization or entity shall be registered as an investment adviser under the
federal Investment Advisers Act of 1940, as amended, and any applicable state
laws, or shall be exempt from such registration in all respects. If such a
subadviser is employed by the Adviser, the Adviser shall be responsible for
insuring that such subadviser adequately performs all functions and
responsibilities of the Adviser which are delegated by the Adviser to the
subadviser, the Adviser shall be permitted to terminate any agreement for
subadvisory services at any time, and to employ another such subadviser at any
time, without prior notice to, or consent or approval by, the Trust or its
shareholders, unless required by applicable law.
5. Permissible Investments. Subject to applicable statutes and
regulations, it is understood that Trustees, officers or agents of the Trust
are or may be interested in the Adviser as officers, directors, agents,
shareholders or otherwise, and that the officers, directors, shareholders and
agents of the Adviser may be interested in the Trust otherwise than as a
director, officer or agent.
6. Limitation on Adviser Liability. The Adviser shall use its
best judgment and knowledge in rendering the services to be provided by it
hereunder, and the Fund agrees and acknowledges that the Adviser shall not be
liable for any loss suffered by the Fund as a result of the investment
decisions made by the Adviser in managing the assets of the Fund.
7. Term; Termination. This Agreement shall become effective with
respect to the Fund on the date hereof and shall remain in full force until the
second anniversary of the effective date set forth in Section 1 above, unless
sooner terminated as hereinafter provided. This Agreement shall continue in
force from year to year thereafter with respect to the Fund, but only as long
as such continuance is specifically approved for the Fund at least annually in
the manner required by the 1940 Act and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not approved
for the Fund, the Adviser may continue to serve in such capacity for the Fund
in the manner and to the extent permitted by the 1940 Act and the rules and
regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment by the Adviser, and may be terminated by the Board of Trustees of
the Trust, by vote of a majority of the outstanding voting securities of the
Trust, or by the Adviser, at any time without cause and without the payment of
any penalty on sixty (60) days' written notice by one party to the other party.
This Agreement may also be terminated immediately, upon delivery of notice of
termination and without the payment of any penalty, by the Trust in the event
that the Board of Trustees determines that Cause for termination exists. The
term "Cause" shall include, without limitation, (i) a material breach of this
Agreement or other action or omission by the Adviser which has or is likely to
have a material and imminent adverse effect on the Fund or its shareholders,
(ii) any other breach of this Agreement by the Adviser which is not cured
within twenty (20) business days after written notice of such breach from the
Board, (iii) the insolvency or the filing of bankruptcy or reorganization
proceedings by or against the Adviser, or (iv) the conviction of the Adviser
or any director or executive officer of the Adviser of a felony. The terms
"assignment" and "majority of the outstanding voting securities" have the
meanings set forth in the 1940 Act and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation described in Section
2 earned prior to the effective date of such termination.
8. Severability. If any provision of this Agreement shall be
held or made invalid or unenforceable by a court decision, statute, rule or
otherwise, the remainder shall not be thereby affected.
9. Notices. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
10. Limitation of Trust Liability. The Declaration of Trust
establishing Lindner Investments, dated July 19, 1993, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Lindner Investments" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Lindner Investments, shall be held
to any personal liability, nor shall result be had to their private property
for the satisfaction of any obligation or claim or otherwise in connection with
the affairs of said Lindner Investments, but the Trust Estate only shall be
liable.
11. Defined Terms. Terms not defined herein shall have the same
meaning as such terms are used in the currently effective prospectus with
respect to shares of the Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed.
LINDNER INVESTMENTS LINDNER ASSET MANAGEMENT, INC.
By: /S/ DOUG T. VALASSIS By: /S/ ERIC E. RYBACK
Doug T. Valassis, Chairman Eric E. Ryback, President
TRANSFER AGENCY AGREEMENT
(Lindner Opportunities Fund)
This TRANSFER AGENCY AGREEMENT (the "Agreement") is made as of July 23,
1999, between LINDNER ASSET MANAGEMENT, INC., a Michigan corporation ("Lindner
Management"), having its principal office and place of business at 7711
Carondelet, Suite 700, St. Louis, Missouri 63105, and LINDNER INVESTMENTS, a
Massachusetts business trust (the "Trust"), having its office at 7711
Carondelet, Suite 700, St. Louis, Missouri 63105.
The Trust is registered with the Securities and Exchange Commission
(the "Commission") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and intends to
offer a series of its shares to be known as "Lindner Opportunities Fund" (the
"Fund"). Lindner Management is registered with the Commission as a transfer
agent pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.
The parties hereto pursuant to the terms hereof enter into the
following Agreement:
1. Appointment As Agent. Effective October 11, 999, the Trust
hereby appoints Lindner Management to serve as transfer agent and dividend
disbursing agent for the Fund and Lindner Management agrees to provide such
services as provided herein. As transfer agent, Lindner Management agrees to
furnish to each shareholder a statement which shows all activity in the
shareholder's account, including purchases, redemptions, and reinvestment of
dividends, since the last such statement, such statements to be mailed at such
intervals as may be requested by the Trust, and on behalf of the Trust, to
forward any inquiries or correspondence from or with shareholders to such
persons as the Trust may designate from time to time. In addition, Lindner
Management regularly will furnish the Trust with current shareholder lists and
information necessary to keep the shares of beneficial interest in the Fund in
balance with the Trust's records. Lindner Management shall provide such
computer services as may be required to maintain a record of the status of each
shareholder account, including dividends accrued to such account on a daily
basis, and shall provide terminal facilities for processing of shareholder
purchase and redemption requests as well as maintenance of customer data. The
mailing of all financial statements, statements, notices and prospectuses to
shareholders is to be performed by Lindner Management, subject to reimbursement
for out of pocket expenses, as provided in Section 2.
2. Fees for Services of the Agent. As compensation for all
services rendered and to be rendered by Lindner Management pursuant to this
Agreement, the Trust shall pay to Lindner Management from the assets of the
Fund an annual fee equal to $11.00 for each shareholder account, calculated
monthly based upon 1/12 of such annual amount multiplied by the number of
shareholder accounts on the date of each monthly mailing of shareholder
statements (plus 1/12 of $11.00 for each duplicate statement mailed), or if no
such monthly mailing is to be made, as of the last day of each calendar month.
The Trust will also reimburse Lindner Management for any direct out-of-pocket
expenses for forms and mailing costs used in performing its functions, except
that customary out-of-pocket expenses (including postage) incurred in
connection with the periodic mailing of shareholder account statements on a
basis no more frequently than once per month shall be borne by Lindner
Management and not reimbursed by the Trust.
3. Term; Termination. This Agreement shall become effective with
respect to the Fund on the date hereof and shall remain in full force until the
second anniversary of the effective date set forth in Section 1 above, unless
sooner terminated as hereinafter provided. This Agreement shall continue in
force from year to year thereafter with respect to the Fund, but only as long
as such continuance is specifically approved for the Fund at least annually in
the manner required by the 1940 Act and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not approved
for the Fund, Lindner Management may continue to serve in such capacity for the
Fund in the manner and to the extent permitted by the 1940 Act and the rules
and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment by Lindner Management, and may be terminated by the Board of
Trustees of the Trust, by vote of a majority of the outstanding voting
securities of the Trust, or by Lindner Management, at any time without cause
and without the payment of any penalty on sixty (60) days' written notice by
one party to the other party. This Agreement may also be terminated
immediately, upon delivery of notice of termination and without the payment of
any penalty, by the Trust in the event that the Board of Trustees determines
that Cause for termination exists. The term "Cause" shall include, without
limitation, (i) a material breach of this Agreement or other action or omission
by Lindner Management which has or is likely to have a material and imminent
adverse effect on the Fund or its shareholders, (ii) any other breach of this
Agreement by Lindner Management which is not cured within twenty (20) business
days after written notice of such breach from the Board, (iii) the insolvency
or the filing of bankruptcy or reorganization proceedings by or against Lindner
Management, or (iv) the conviction of Lindner Management or any director or
executive officer of Lindner Management of a felony. The terms "assignment"
and "majority of the outstanding voting securities" have the meanings set forth
in the 1940 Act and the rules and regulations thereunder. Termination of this
Agreement shall not affect the right of Lindner Management to receive payments
on any unpaid balance of the compensation described in Section 2 earned prior
to the effective date of such termination.
4. Specific Provisions Concerning Lindner Management Acting as
Transfer Agent.
(a) Recording of Shares. Lindner Management, as Transfer Agent,
is authorized, empowered and directed to record shares of beneficial interest
of the Fund, including shares of original issue, in such names and for such
number of shares as shall be directed by the Trust. The recording of ownership
of shares of the Fund may be integrated with Lindner Management's accounting
and record keeping systems in any manner deemed appropriate by Lindner
Management, provided that any such system shall be capable of accurate and
timely recording of ownership of Fund shares; and provided further that
notwithstanding such integration, each listing of ownership of Fund shares so
recorded pursuant to any integrated system shall constitute a register of
ownership of Fund shares. Upon receipt of a purchase order for the purchase
of shares and sufficient information to enable Lindner Management to establish
a shareholder account, and after confirmation of receipt or crediting of monies
for the order from the custodian of the Fund's assets, Lindner Management shall
issue and credit the account of the shareholder with shares in the manner
described in the Fund's then current Prospectus. Upon receipt of a redemption
order, Lindner Management shall redeem the number of shares indicated thereon
from the redeeming shareholders account and receive from the custodian and
disburse to the redeeming shareholder the redemption proceeds therefor, or
arrange for direct payment of redemption proceeds to such shareholder by the
custodian, in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Trust, Lindner Management and
the custodian.
(b) Refusal or Delay of Transfers; Guaranties; Proof Of Ownership:
Particular Action or Instructions. Lindner Management as Transfer Agent may
refuse or delay to record an issuance or redemption of shares unless and until
it shall have been satisfied in its sole discretion that the requested issuance
or redemption is authorized, in which case it may require such evidence and/or
guaranty as shall be satisfactory to it until it shall have been satisfied in
its discretion as to the power, authority and capacity of any person whose act
may be relied upon to effect the issuance or redemption requested. Lindner
Management shall incur no liability for the refusal in good faith to record an
issuance or redemption which it, in its judgment, deems improper or
unauthorized.
Lindner Management as Transfer Agent is authorized to take or suffer
any action in accordance with instructions in writing signed by an officer of
the Trust in recording shares, notwithstanding any irregularity or lack of
power, authority or capacity of some party to the transaction, and without any
further inquiry concerning or examination into any facts, acts or instruments.
Lindner Management as Transfer Agent, upon receipt of instructions in writing
from an officer of the Trust, will address and mail to the shareholders such
notices, proxy material, financial statements, and other printed matter as the
Trust may desire to send. Lindner Management as Transfer Agent shall make
available to the Trust, and to such persons responsible for administration of
Trust affairs as the Trust may designate, computerized access to the current
list of the registered holders of shares as shown by the Transfer Agent's
records.
In case of any demand upon Lindner Management for inspection of the
records of ownership of shares of the Trust, Lindner Management shall endeavor
to notify the Trust and to secure instructions from an officer of the Trust to
permit or to refuse to permit such inspection. In the absence of instructions
to the contrary, Lindner Management will be authorized to exhibit such records
to any duly accredited representative of any Federal or State governmental
authority upon request of such representative, or pursuant to order of a court.
Lindner Management reserves the right, however, to exhibit such records to any
person in case it is advised by its legal counsel that it may be held liable
for the failure to exhibit such records to such person.
5. Specific Provisions Concerning Lindner Management Acting as
Dividend Disbursing Agent. Lindner Management will act as Dividend Disbursing
Agent for the Fund. As Dividend Disbursing Agent it will, as agent for each
shareholder, reinvest all dividends and distributions for the shareholder in
additional full and fractional shares of the Fund, or, if a proper election has
been filed by the shareholder, shall distribute such distributions and
dividends, on the date upon which the dividend or distribution is to be paid,
and of the record date as of which the list is to be taken of persons entitled
to receive such dividend or distribution. The Trust shall cause to be
deposited with Lindner Management prior to 12:00 Noon, Central Time, on the day
on which the dividend or distribution is to be paid the amount of money
necessary for the payment of such dividend or distribution, without which
deposit Lindner Management will not be under any obligation to distribute such
dividend or distribution.
Dividend checks shall be of a form and size compatible for use on the
mechanical equipment of Lindner Management. A sufficient supply of such checks
must be in the possession of Lindner Management on the record date. Any
portion of monies deposited with Lindner Management for the payment of a
dividend or distribution, which shall remain unclaimed by the person or persons
entitled thereto at the end of three years from the payment date of such
dividend or distribution, shall be returned to the Trust, to be held by the
Trust for the same purpose as if held by Lindner Management, and thereafter any
person entitled to payment out of said Trust shall look only to the Trust for
payment thereof, although such person say have in his possession the dividend
check drawn by Lindner Management as Transfer Agent and Dividend Disbursing
Agent for the amount payable. If a shareholder shall report to Lindner
Management that any such check so mailed has been lost, stolen or destroyed and
that he has not received the proceeds thereof and if the check has not been
paid, then, upon execution of an indemnity agreement in form satisfactory to
Lindner Management and the Trust, Lindner Management may stop payment upon such
check and may issue and deliver to such shareholder a new check for like
amount. Such indemnity agreement may be in the form of an endorsement upon the
new check. Lindner Management may defer the issue of the new check for a
period of 30 days or more. Lindner Management shall prepare and file with the
Internal Revenue Service and other appropriate taxing authorities, and address
and mail to shareholders or their authorized representatives such returns and
information relating to dividends and distributions paid by the Trust as are
required to be so prepared, filed and mailed by applicable laws, rules and
regulations, or such substitute form of notice as may from time to time be
permitted or required by the Internal Revenue Service or other appropriate
taxing authorities. On behalf of the Trust, Lindner Management shall pay on
a timely basis to the appropriate Federal authorities any taxes required by
applicable Federal tax laws to be withheld by the Trust on dividends and
distributions paid by the Trust.
6. Limitation of Trust Liability. The Declaration of Trust
establishing Lindner Investments, dated July 19, 1993, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Lindner Investments" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Lindner Investments, shall be held
to any personal liability, nor shall result be had to their private property
for the satisfaction of any obligation or claim or otherwise in connection with
the affairs of said Lindner Investments, but the Trust Estate only shall be
liable.
7. General. Lindner Management shall be protected in acting upon
any paper or document believed by it to be genuine and to have been signed by
the proper person or persons and shall not be held to have notice of any change
of authority of any person, until receipt of written notice thereof from the
Trust. Lindner Management represents that it has and is currently registered
as a transfer agent with the Commission and has complied with the regulations
of the appropriate federal agency for registered transfer agents. Lindner
Management agrees that it will continue to be registered as a transfer agent
with the appropriate federal agency for the duration of this Agreement.
Unless otherwise expressly limited by the resolution of appointment or
by subsequent Trust action, the appointment of Lindner Management as Transfer
Agent and Dividend Disbursing Agent will be construed to cover an unlimited
amount of authorized shares of the Fund, provided that Lindner Management
shall not register or record any shares of the Fund in excess of the number of
shares which the Trust may hereafter designate in writing. Lindner Management
shall maintain records for the Fund showing for each shareholder's account such
historical information and shareholder data as may be requested by the Trust.
Lindner Management shall furnish the Trust state by state registration reports,
such periodic and special reports as the Trust may reasonably request, and such
other information, including shareholder lists and statistical information
concerning accounts, as may be agreed upon from time to time between the Trust
and Lindner Management. Any such records required to be maintained by Rule
3la-1 under the 1940 Act shall be preserved for the periods prescribed in Rule
3la-2. Records may be inspected by the Trust at reasonable times. Records and
documents shall be retained six years from the year of creation, during the
first two of which such documents will be in readily accessible form. At the
end of the six year period, such records and documents will either be turned
over to the Trust or destroyed, in accordance with the Trusts authorization.
In the event of equipment failures beyond Lindner Management's control,
Lindner Management shall, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto. Lindner Management shall enter into and shall maintain
in effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. Lindner Management warrants that
all software code owned by or under its control, used in the performance of its
obligations under this agreement, will be Year 2000 compliant. For purposes
of this paragraph, "Year 2000 Compliant" means that the software will continue
to operate beyond December 31, 1999, without creating any logical or
mathematical inconsistencies concerning any date after December 31, 1999, and
without decreasing the functionality of the system applicable to dates prior
to January 1, 2000, including, but not limited to, making changes to (a) date
and data century recognition; (b) calculations which accommodate same-century
and multi-century formulas and date values; and (c) input/output of date values
which reflect century dates. All changes described in this paragraph will be
made at no additional cost to the Fund.
At any time Lindner Management may apply to any officer of the Trust
for instructions, and may consult with legal counsel for the Trust or its own
legal counsel, at the expense of the Trust, in respect of any matter arising
in connection with the agency, and it shall not be liable for any action taken
or not taken or suffered by it in good faith in accordance with such
instructions or with the opinion of counsel. However, nothing in this
paragraph shall be construed as imposing upon Lindner Management any obligation
(i) to seek such directions or advice, or (ii) to act in accordance with such
directions or advice when received, unless, under the terms of another
provision of this Agreement, the same is a condition to Lindner Management's
properly taking or omitting to take such action. The Trust will hold Lindner
Management harmless against the claim or demand of any person as a result of
action taken or not taken upon instructions from the Trust.
This Agreement shall be governed by the laws of the State of Michigan,
without reference to principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed.
LINDNER INVESTMENTS LINDNER ASSET MANAGEMENT, INC.
By: /S/ DOUG T. VALASSIS By: /S/ ERIC E. RYBACK
Doug T. Valassis, Chairman Eric E. Ryback, President
ADMINISTRATION AGREEMENT
(Lindner Opportunities Fund)
THIS AGREEMENT is made as of July 23, 1999, by and between LINDNER
INVESTMENTS, a Massachusetts business trust (the "Trust"), acting on behalf of
the Lindner Opportunities Fund (the "Fund"), and LINDNER ASSET MANAGEMENT, INC.
("Lindner Management"), a Michigan corporation.
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares of Common Stock; and
WHEREAS, the Trust desires Lindner Management to provide, and Lindner
Management is willing to provide, management and administrative services to the
Fund;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and Lindner Management hereby agree as
follows:
1. Retention of Lindner Management. Effective October 11, 1999,
the Trust hereby retains Lindner Management to act as the administrator of the
Fund and to furnish the Fund with the management and administrative services
described in Section 2 below. Lindner Management hereby accepts such employment
to perform the duties set forth below. Lindner Management shall, for all
purposes herein, be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Trust in any way and shall not be deemed an agent of the
Trust.
2. Administrative and Accounting Services. Lindner Management
shall perform or supervise the performance by others of other administrative
services in connection with the operations of the Fund, and, on behalf of the
Trust, will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Fund's operations.
Lindner Management shall provide the Trustees of the Trust with such reports
regarding investment performance and compliance with investment policies and
applicable laws, rules and regulations as they may reasonably request but shall
have no responsibility for supervising the performance by any investment
adviser or subadviser of its responsibilities.
Lindner Management shall provide the Trust with administrative
services, regulatory reporting, fund accounting and related portfolio
accounting services, all necessary office space, equipment, personnel,
compensation and facilities (including facilities for shareholders' meetings
but not Trustees' meetings that are not held at offices of Lindner Management)
for handling the affairs of the Fund and such other services as the Trustees
may, from time to time, reasonably request and Lindner Management shall, from
time to time, reasonably determine to be necessary to perform its obligations
under this Agreement. In addition, at the request of the Trust's Board of
Trustees (the "Trustees"), Lindner Management shall make reports to the
Trustees concerning the performance of its obligations hereunder.
Without limiting the generality of the foregoing, Lindner Management
shall:
(a) calculate contractual expenses and control all
disbursements for the Fund, and as appropriate compute the yields,
total return, expense ratios, portfolio turnover rate and, if required,
portfolio average dollar-weighed maturity for the Fund;
(b) assist counsel with the preparation of prospectuses,
statements of additional information, registration statements, and
proxy materials for the Fund;
(c) prepare such reports, applications and documents
(including reports regarding the sale and redemption of shares as may
be required in order to comply with Federal and state securities law)
as may be necessary or desirable to register the Fund's shares with
state securities authorities, monitor sale of the Fund's shares for
compliance with state securities laws, and file with the appropriate
state securities authorities the registration statements and reports
for the Fund and the Fund's shares and all amendments thereto, as may
be necessary or convenient to register and keep effective the Fund's
shares with state securities authorities to enable the Trust to make
a continuous offering of the Fund's shares;
(d) develop and prepare communications to shareholders,
including the annual report to shareholders, coordinate mailing
prospectuses, notices, proxy statements, proxies and other reports
to shareholders of the Fund, and supervise and facilitate the
solicitation of proxies for all shareholder meetings of the Fund,
including tabulation process for such shareholder meetings;
(e) coordinate with counsel the preparation and
negotiation of, and administer, contracts on behalf of the Fund with,
among others, the Fund's investment adviser, distributor, custodian,
and transfer agent;
(f) maintain the Fund's general ledger and prepare the
Fund's financial statements, including expense accruals and payments,
determine the net asset value of the Fund's assets and of the Fund's
shares, and supervise the Fund's transfer agent with respect to the
payment of dividends and other distributions to shareholders;
(g) calculate performance data of the Fund for
dissemination to information services covering the investment company
industry;
(h) coordinate and supervise the preparation and filing
of the Fund's tax returns;
(i) examine and review the operations and performance of
the various organizations providing services to the Fund, including,
without limitation, the Fund's investment adviser, distributor,
custodian, transfer agent, counsel and independent public accountants;
(j) assist with the layout and printing of publicly
disseminated prospectuses and assist with and coordinate layout and
printing of the Fund's semi-annual and annual reports to shareholders;
(k) assist with the design, development, and operation of
the Fund, including new portfolio and class investment objectives,
policies and structure;
(l) provide individuals acceptable to the Trustees for
nomination, appointment, or election as officers of the Trust, who will
be responsible for the management of certain of the Trust's affairs as
determined by the Trustees;
(m) obtain and keep in effect fidelity bonds and directors
and officers/errors and omissions insurance policies for the Fund in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by the Trust's Board
of Trustees;
(n) monitor and advise the Trust and the Fund on their
registered investment company status under the Internal Revenue Code
of 1986, as amended;
(o) perform all administrative services and functions of
the Trust and the Fund to the extent administrative services and
functions are not provided to the Trust or the Fund pursuant to the
Fund's investment advisory agreement, distribution agreement, custodian
agreement and transfer agent agreement;
(p) furnish advice and recommendations with respect to
other aspects of the business and affairs of the Fund as the Trust and
Lindner Management shall determine desirable;
(q) prepare and file with the SEC the semi-annual report
for the Fund on Form N-SAR and all required notices pursuant to Rule
24f-2;
(r) review, and file with the National Association of
Securities Dealers where necessary, marketing materials relating to the
Fund; and
(s) assist in the training and oversight of third parties
used to perform any of the services described herein.
Lindner Management shall also be available, at its expense, to perform
internal audit examinations no more frequently that once annually at the
request of the Trust. In addition, Lindner Management will perform or oversee
other services for the Trust as agreed from time to time, including, but not
limited to mailing the annual and semi-annual reports to shareholders of the
Fund; preparing an annual list of shareholders; and mailing notices of
shareholders' meetings, proxies and proxy statements, for all of which the
Trust will pay Lindner Management's out-of-pocket expenses.
In the performance of its duties hereunder, Lindner Management will
comply with the provisions of the Declaration of Trust and the Bylaws of the
Trust, will safeguard and promote the welfare of the Trust, and will comply
with the policies that the Trustees may from time to time reasonably determine;
provided that such policies are not in conflict with this Agreement, the
Trust's governing documents, or any applicable statutes or regulations.
3. Allocation of Charges and Expenses.
(A) Lindner Management. Lindner Management shall furnish at its
own expense the executive, supervisory and clerical personnel necessary to
perform its obligations under this Agreement. Lindner Management shall also
provide the items which it is obligated to provide under this Agreement, and
shall pay all compensation, if any, of officers of the Trust as well as all
Trustees of the Trust who are affiliated persons of Lindner Management or any
affiliated corporation of Lindner Management; provided, however, that unless
otherwise specifically provided, Lindner Management shall not be obligated to
pay the compensation of any employee of the Trust retained by the Trustees of
the Trust to perform services on behalf of the Trust.
(B) The Trust. The Trust assumes and shall pay or cause to be
paid all other expenses of the Trust not otherwise allocated herein, including,
without limitation, organizational costs, taxes, expenses for legal and
auditing services, the expenses of preparing (including typesetting), printing
and mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing shareholders of the Fund, all
expenses incurred in connection with issuing and redeeming shares of the Fund,
the costs of custodial services, the cost of initial and ongoing registration
of the shares of the Fund under federal and state securities laws, fees and
out-of-pocket expenses of Trustees who are not affiliated persons of Lindner
Management or the investment adviser to the Trust or any affiliated corporation
of Lindner Management or the Investment Adviser, the costs of Trustees'
meetings, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Trust.
4. Compensation of Lindner Management.
(a) Administration Fee. For the services to be rendered, the
facilities furnished and the expenses assumed by Lindner Management pursuant
to this Agreement, the Trust shall pay to Lindner Management compensation at
an annual rate calculated daily and paid monthly equal to 0.15% of the Fund's
average daily net assets. If this Agreement becomes effective subsequent to
the first day of a month or terminates before the last day of a month, Lindner
Management's compensation for that part of the month in which this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fees as set forth above. Payment of Lindner Management's compensation for
the preceding month shall be made promptly.
(b) Compensation from Transactions. The Trust hereby authorizes
any entity or person associated with Lindner Management which is a member of
a national securities exchange to effect any transaction on the exchange for
the account of the Trust which is permitted by Section 11(a) of the Securities
Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby
consents to the retention of compensation for such transactions in accordance
with Rule 11a2-2(T) (a) (2) (iv).
(c) Survival of Compensation Rates. All rights of compensation
under this Agreement for services performed as of the termination date shall
survive the termination of this Agreement.
5. Activities of Lindner Management. The services of Lindner
Management rendered to the Trust are not to be deemed to be exclusive. Lindner
Management is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in Lindner
Management, as directors, officers, employees and shareholders or otherwise and
that directors, officers, employees and shareholders of Lindner Management and
its counsel are or may be or become similarly interested in the Trust, and that
Lindner Management may be or become interested in the Trust as a Shareholder
or otherwise.
6. Confidentiality. Lindner Management agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and its prior, present or potential
Shareholders and relative to Lindner Management and its prior, present or
potential customers, except, after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld and may
not be withheld where Lindner Management may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust.
7. Representations, Warranties and Covenants.
(a) In the event of equipment failures beyond Lindner Management's
control, Lindner Management shall, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions but shall have no liability
with respect to such service interruptions if such reasonable steps are taken.
Lindner Management shall develop and maintain a plan for recovery from
equipment failures which may include contractual arrangements with appropriate
parties making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
(b) Lindner Management undertakes to comply with all applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules
and regulations of governmental authorities having jurisdiction with respect
to the duties to be performed by Lindner Management hereunder.
(c) Lindner Management warrants that all software code owned by or
under its control, used in the performance of its obligations under this
contract, will be Year 2000 compliant. For purposes of this paragraph, "Year
2000 Compliant" means that the software will continue to operate beyond
December 31, 1999, without creating any logical or mathematical inconsistencies
concerning any date after December 31, 1999, and without decreasing the
functionality of the system applicable to dates prior to January 1, 2000,
including, but not limited to, making changes to (a) date and data century
recognition; (b) calculations which accommodate same-century and multi-century
formulas and date values; and (c) input/output of date values which reflect
century dates. All changes described in this paragraph will be made at no
additional cost to the Fund.
8. Term; Termination. This Agreement shall become effective with
respect to the Fund on the date hereof and shall remain in full force until the
second anniversary of the effective date set forth in Section 1, unless sooner
terminated as hereinafter provided. This Agreement shall continue in force
from year to year thereafter with respect to the Fund, but only as long as such
continuance is specifically approved for the Fund at least annually in the
manner required by the 1940 Act and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not approved
for the Fund, Lindner Management may continue to serve in such capacity for the
Fund in the manner and to the extent permitted by the 1940 Act and the rules
and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment by the Lindner Management, and may be terminated by the Board of
Trustees of the Trust, by vote of a majority of the outstanding voting
securities of the Trust, or by Lindner Management, at any time without cause
and without the payment of any penalty on sixty (60) days' written notice by
one party to the other party. This Agreement may also be terminated
immediately, upon delivery of notice of termination and without the payment of
any penalty, by the Trust in the event that the Board of Trustees determines
that Cause for termination exists. The term "Cause" shall include, without
limitation, (i) a material breach of this Agreement or other action or omission
by Lindner Management which has or is likely to have a material and imminent
adverse effect on the Fund or its shareholders, (ii) any other breach of this
Agreement by Lindner Management which is not cured within twenty (20) business
days after written notice of such breach from the Board, (iii) the insolvency
or the filing of bankruptcy or reorganization proceedings by or against Lindner
Management, or (iv) the conviction of Lindner Management or any director or
executive officer of Lindner Management of a felony. The terms "assignment"
and "majority of the outstanding voting securities" have the meanings set forth
in the 1940 Act and the rules and regulations thereunder. Termination of this
Agreement shall not affect the right of Lindner Management to receive payments
on any unpaid balance of the compensation described in Section 4 earned prior
to the effective date of such termination.
9. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
10. Certain Records. Lindner Management shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by Lindner Management
on behalf of the Trust shall be prepared and maintained at the expense of
Lindner Management, but shall be the property of the Trust and will be made
available to or surrendered promptly to the Trust on request. In case of any
request or demand for the inspection of such records by another party, Lindner
Management shall notify the Trust and follow the Trust's instructions as to
permitting or refusing such inspection.
11. Definitions of Certain Terms. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
12. Notices. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party
giving notice: if to the Trust, at 7711 Carondelet Avenue, Suite 700, St.
Louis, Missouri 63105; and if to Lindner Management at 520 Lake Cook Road,
Suite 380, Deerfield, Illinois 60015.
13. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the
applicable provisions of the 1940 Act. To the extent that the applicable laws
of the Commonwealth of Massachusetts, or any of the provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same
instrument.
15. Limitation of Trust Liability. The Declaration of Trust
establishing Lindner Investments, dated July 19, 1993, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Lindner Investments" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Lindner Investments, shall be held
to any personal liability, nor shall result be had to their private property
for the satisfaction of any obligation or claim or otherwise in connection with
the affairs of said Lindner Investments, but the Trust Estate only shall be
liable.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
LINDNER INVESTMENTS LINDNER ASSET MANAGEMENT, INC.
By: /S/ DOUG T. VALASSIS By: /S/ ERIC E. RYBACK
Doug T. Valassis, Chairman Eric E. Ryback, President
DYKEMA GOSSETT PLLC
400 Renaissance Center
Detroit, Michigan 48243
July 22, 1999
Board of Trustees
Lindner Investments
7711 Carondelet Avenue, Suite 700
St. Louis, MO 63105
Re: Lindner Opportunities Fund
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 No. 22 (the "Post-Effective
Amendment") to its Registration Statement in order to register shares of the
Lindner Opportunities Fund (the "Series").
We have examined the Trust's Declaration of Trust on file with 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 on the foregoing, we are of the opinion that the issue and sale
of the authorized but unissued shares of beneficial interest in the Series has
been duly authorized under Massachusetts law and by the Board of Trustees of
the Trust. Upon the original issue and sale of the Trust's authorized and
unissued shares and upon receipt of the full 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 will be validly issued, fully-paid and
non-assessable shares.
Lindner Investments 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 Declaration of Trust for Lindner Investments provides
for indemnification out of the property of a particular series of shares for
all loss and expense of any shareholder of that series that is held personally
liable solely by reason of his or her 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 an exhibit to the Post-Effective Amendment and to the
reference therein to our firm under the caption "Counsel".
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ PAUL R. RENTENBACH
Paul R. Rentenbach
/kjh
SUBSCRIPTION AGREEMENT
I hereby subscribe for one (1) share of beneficial interest in the
Lindner Opportunities Fund (the "Fund") and agree to pay $10 for such share.
I represent and warrant to the Fund that I am purchasing the share for
investment and not with a view to the distribution or resale of the share. I
agree that I will not redeem the share prior to the time that the Fund has
completed the expensing or amortization, as applicable, of its organizational
expenses. In the event that the Fund liquidates before any deferred
organizational expenses are fully amortized or expensed, I agree that my share
shall bear a proportionate amount of such unamortized or unexpensed
organizational expenses.
/S/ ERIC E. RYBACK
Eric E. Ryback
Dated: July 23, 1999
