As filed with the Securities and Exchange Commission on May 7, 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. 20
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 22
LINDNER DIVIDEND FUND, LINDNER GROWTH FUND, LINDNER UTILITY FUND,
LINDNER MARKET NEUTRAL FUND, LINDNER/RYBACK SMALL-CAP FUND, LINDNER
INTERNATIONAL FUND, LINDNER HIGH-YIELD BOND FUND
and LINDNER GOVERNMENT MONEY MARKET FUND,
each a Series of
LINDNER INVESTMENTS
(Exact Name of Registrant as Specified in Charter)
7711 Carondelet, Suite 700
St. Louis, Missouri 63105
(Address of Principal Executive Office)
(314) 727-5305
(Registrant's Telephone Number, Including Area Code)
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
[ ] On ___________, pursuant to Rule 485(a)(1), or
[ ] 75 days after filing pursuant to Rule 485(a)(2), or
[ ] On ___________, 199 , pursuant to Rule 485(a)(2).
[ ] Immediately upon filing pursuant to Rule 485(b), or
[X] On June 7, 1999, pursuant to Rule 485(b)
If appropriate, check this box:
[X] This post-effective amendment designates a new effective date for a
previously-filed post-effective amendment.
<PAGE> 1
Preliminary note: The purpose of this filing is to extend the effective
date of the Registrant's previously-filed Post-Effective Amendment No. 19
(the "485(a) Filing"), accordingly, the information required by Part A and
Part B of Form N-1A is incorporated herein by reference from the 485(a)
Filing.
<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) Second Amended Certificate of Designation of Series and Classes of
Shares (previously filed as Exhibit 4 to Post-Effective Amendment
No. 17 and incorporated herein by reference)
(d) (1) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Ryback Management Corporation relating to
the Lindner Utility Fund and the Lindner/Ryback Small-Cap Fund
(previously filed as Exhibit 5(a) to Post-Effective Amendment No. 7
and incorporated herein by reference)
(2) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Ryback Management Corporation relating to
the Lindner Bulwark Fund (previously filed as Exhibit 5(b) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(3) Advisory and Service Contract, dated as of December 29, 1994,
between the Registrant and Ryback Management Corporation relating to
the Lindner International Fund (previously filed as Exhibit 5(c) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(4) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating to
the Lindner Dividend Fund (previously filed as Exhibit 5(d) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(5) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Ryback Management Corporation relating to
the Lindner Growth Fund (previously filed as Exhibit 5(e) to
Post-Effective Amendment No. 7 and incorporated herein by reference)
(6) Advisory Agreement, dated as of May 20, 1996, between the
Registrant and Ryback Management Corporation, relating to the
Lindner Government Money Market Fund (previously filed as Exhibit
5(f) to Post-Effective Amendment No. 11 and incorporated herein by
reference)
(7) Subadvisory Agreement, dated as of May 20, 1996, between Ryback
Management Corporation 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 Ryback Management Corporation, 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 Ryback Management
Corporation relating to the Lindner Growth Fund [Exhibit (d)(5)]
(previously filed as Exhibit (d)(9) to Post-Effective Amendment No.
18 and incorporated herein by reference)
(e) None
(f) None
<PAGE> C-2
(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)
(h) (1) Agency Agreement, dated September 23, 1993, between the
Registrant and Ryback Management Corporation, as amended on August
18, 1994 (previously filed as Exhibit 9 to Post-Effective Amendment
No. 7 and incorporated herein by reference)
(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 Ryback Management Corporation, relating to the
Lindner Government Money Market Fund (previously filed as Exhibit
9(b) to Post-Effective Amendment No. 11 and incorporated herein by
reference)
(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 Ryback Management Corporation, 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 Ryback Management Corporation, relating
to the Lindner Government Money Market Fund (previously filed as
Exhibit 9(c) to Post-Effective Amendment No. 11 and incorporated
herein by reference)
(7) Administration Agreement, dated as of April 6, 1998, between the
Registrant and Ryback Management Corporation, 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. 19 and incorporated herein by reference)
(i) Opinion of Dykema Gossett PLLC, counsel for the Registrant,
including consent (previously filed as Exhibit 10 to Post-Effective
Amendment No. 17 and incorporated herein by reference)
(j) Consent of Deloitte & Touche LLP (previously filed as Exhibit 11 to
Post-Effective Amendment No. 17 and incorporated herein by
reference)
(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)
<PAGE> C-3
(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)
(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) Financial Data Schedules for each Series (EDGAR filing
only)(previously filed as Exhibit (n) to Post-Effective
Amendment No. 19 and incorporated herein by reference)
(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)
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
<PAGE> C-4
otherwise bound by contract).
Article XIV of the Registrants Bylaws provides that the
Registrant will indemnify each trustee and officer to the full extent
permitted by applicable federal, state and local statutes, rules and
regulations and the Declaration of Trust, as amended from time to
time. With respect to a proceeding against a trustee or officer
brought by or on behalf of the Registrant to obtain a judgment or
decree in its favor, the Registrant will provide the officer or
trustee with the same indemnification, after the same determination,
as it is required to provide with respect to a proceeding not brought
by or on behalf of the Registrant.
This indemnification will be provided with respect to an
action, suit proceeding arising from an act or omission or alleged
act or omission, whether occurring before or after the adoption of
Article XIV of the Registrant's Bylaws.
Item 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, Robert A. Lange, 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, Ryback Management
Corporation, 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.
<PAGE> C-5
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> C-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this registration
statement pursuant to Rule 485(b) under the Securities Act of 1933
and 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 7th day of May, 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 May 7, 1999.
_________**_____________ Chairman and Trustee
Doug T. Valassis (Principal Executive Officer)
/S/ ERIC E. RYBACK President and Trustee
Eric E. Ryback
/S/ BRIAN L. BLOMQUIST Vice President- Operations,
Brian L. Blomquist Secretary 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
