LINDNER INVESTMENTS, 485APOS, 1999-01-15

LINDNER INVESTMENTS
485APOS, 1999-01-15

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<PAGE>

As filed with the Securities and Exchange Commission on January 15, 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. 18
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 20

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
[X] On March 18, 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 September 30, 1998, 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.
========================================================================

<PAGE>
<PAGE>
<TABLE>
CROSS REFERENCE SHEET

<C> <C>
Form N-1A Part A Item Location in Prospectus
- --------------------- ----------------------
Item 1 Front and Back Cover Pages Front and Back Cover Pages
Item 2 Risk/Return Summary: Investments,
Risks and Performances Investments, Risks and Performance
Item 3 Risk/Return Summary: Fee Table Fund Expenses
Item 4 Investment Objectives, Principal
Investment Strategies, and Related
Risks The Funds in Detail; Growth Fund, Dividend Fund,
Utility Fund, Small-Cap Fund, Market Neutral Fund,
International Fund, High-Yield Bond Fund, Government
Money Market Fund, More About Risk, Certain Investment
Practices
Item 5 Management's Discussion of Fund
Performance Not applicable (included in Annual Report to
Shareholders)
Item 6 Management, Organization and
Capital Structure Management of the Trust
Item 7 Shareholder Information Pricing of Shares for Purchase or Redemption;
Purchase of Shares and Shareholder Inquiries;
Redemption of Shares; Exchanging an Investment from
One Fund to Another; Systematic Withdrawal Plan;
Individual Retirement Accounts; Dividends, Distributions
and Taxes
Item 8 Distribution Arrangements Distribution and Service Plan
Item 9 Financial Highlights Information Growth Fund, Dividend Fund, Utility Fund, Small-Cap
Fund, Market Neutral Fund, International Fund,
Government Money Market Fund

Location in Statement of
Form N-1A Part B Item Additional Information
- --------------------- ----------------------
Item 10 Cover Page and Table of Contents Cover Page and Table of Contents
Item 11 Fund History Certain Other Matters--Description of Series and Shares
Item 12 Description of the Fund and Its
Investments and Risks Investment Objectives, Policies and Restrictions
Item 13 Management of the Fund Management of the Trust
Item 14 Control Persons and Principal
Holders of Securities Control Persons and Principal Holders of
Securities
Item 15 Investment Advisory and Other
Services Investment Advisory and Other Services
Item 16 Brokerage Allocation and Other
Practices Brokerage Allocation
Item 17 Capital Stock and Other Securities Description of Series and Shares
Item 18 Purchase, Redemption and Pricing
of Shares Purchase, Redemption and Pricing of Securities
Item 19 Tax Status Not Applicable
Item 20 Underwriters Not Applicable
Item 21 Calculation of Performance Data Additional Performance Information
Item 22 Financial Statements Financial Statements

</TABLE>

Form N-1A Part C
- ----------------
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective
Amendment to the Registration Statement.

LINDNER INVESTMENTS

Investor and Institutional Shares of

LINDNER DIVIDEND FUND LINDNER MARKET NEUTRAL FUND

LINDNER GROWTH FUND LINDNER/RYBACK SMALL-CAP FUND

LINDNER UTILITY FUND LINDNER INTERNATIONAL FUND

LINDNER HIGH-YIELD BOND FUND

and
Investor Shares of

LINDNER GOVERNMENT MONEY MARKET 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 MARCH 18, 1999

<PAGE>
<PAGE>
TABLE OF CONTENTS

INVESTMENTS, RISKS AND PERFORMANCE . . . . . . . . . . . . .1
FUND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . .7
THE FUNDS IN DETAIL. . . . . . . . . . . . . . . . . . . . 11
GROWTH FUND. . . . . . . . . . . . . . . . . . . . . . . . 12
DIVIDEND FUND. . . . . . . . . . . . . . . . . . . . . . . 14
UTILITY FUND . . . . . . . . . . . . . . . . . . . . . . . 16
SMALL-CAP FUND . . . . . . . . . . . . . . . . . . . . . . 18
MARKET NEUTRAL FUND. . . . . . . . . . . . . . . . . . . . 20
INTERNATIONAL FUND . . . . . . . . . . . . . . . . . . . . 22
HIGH-YIELD BOND FUND . . . . . . . . . . . . . . . . . . . 24
GOVERNMENT MONEY MARKET FUND . . . . . . . . . . . . . . . 25
MORE ABOUT RISK. . . . . . . . . . . . . . . . . . . . . . 26
CERTAIN INVESTMENT PRACTICES . . . . . . . . . . . . . . . 30
MANAGEMENT OF THE TRUST. . . . . . . . . . . . . . . . . . 32
PRICING OF SHARES FOR PURCHASE OR REDEMPTION . . . . . . . 33
PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES . . . . . . . 34
REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . 38
EXCHANGING AN INVESTMENT FROM ONE FUND TO ANOTHER. . . . . 42
SYSTEMATIC WITHDRAWAL PLAN . . . . . . . . . . . . . . . . 43
INDIVIDUAL RETIREMENT ACCOUNTS . . . . . . . . . . . . . . 43
DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . 44
DISTRIBUTION AND SERVICE PLAN. . . . . . . . . . . . . . . 46
APPENDIX--DESCRIPTION OF BOND RATINGS. . . . . . . . . . . 47

<PAGE>
<PAGE>
INVESTMENTS, RISKS AND PERFORMANCE

The investment objective of each Fund is a "fundamental" policy and may
not be changed without a vote by the Fund's shareholders. The principal
investment strategies for each Fund are operational policies and may be
changed by the Trust without approval by the shareholders of a Fund.
Each Fund is a "diversified" fund.

<TABLE>
<CAPTION>
FUND AND INVESTMENT OBJECTIVE PRINCIPAL INVESTMENT STRATEGIES
<S> <C>

Growth Fund
- ----------- --Invests in common stocks and securities convertible into common stocks issued by U.S.
The Growth Fund seeks long term companies.
capital appreciation. --Invests to a limited degree in non-convertible preferred stocks and debt securities
without regard to quality or rating.
--Invests in securities issued in unregistered private placements and "Rule 144A
Securities" that may only be resold to qualified institutional investors.
--Invests in securities issued by Real Estate Investment Trusts ("REITs").

Dividend Fund
- ------------- --Under normal circumstances invests at least 65% of total assets in common stocks
The Dividend Fund seeks to produce paying substantial dividends that the Adviser expects to be maintained or increased and
current income that provides a yield in convertible and non-convertible preferred stocks.
higher than that paid on both the --Invests in corporate bonds, including up to 35% of total assets in lower-rated or
Standard & Poor's 500 Composite unrated, high-yield, high-risk bonds ("junk bonds").
Stock Index or on passbook savings --Invests in debt obligations issued by the United States Government, its agencies and
accounts. instrumentalities.
---Invests in securities issued in unregistered private placements and "Rule 144A
Securities."
--Invests in securities issued by Real Estate Investment Trusts ("REITs").

Utility Fund
- ------------ --Under normal circumstances, invests at least 65% of total assets in common and
The Utility Fund seeks to produce preferred stocks of domestic and foreign public utilities, including gas, electric,
current income that will continue to telecommunications, cable television, water and energy utilities.
grow over time. --Invests in common stocks, convertible and non-convertible preferred stocks and bonds
issued by other companies, including up to 35% of total assets in junk bonds, to produce
income from idle cash.
--Invests in debt obligations issued by the United States Government, its agencies and
instrumentalities.
---Invests in securities issued in unregistered private placements and "Rule 144A
Securities."

Small-Cap Fund
- -------------- --Under normal circumstances invests at least 65% of total assets in common stocks and
The Small-Cap Fund seeks capital convertible or non-convertible preferred stocks and bonds of companies with market
appreciation. capitalizations of not more than $750 million, including up to 20% of total assets in
junk bonds.

Market Neutral Fund
- ------------------- --Invests in common stocks and securities convertible into common stocks issued by U.S.
The Market Neutral Fund seeks long companies without regard to quality or rating.
term capital appreciation while --Invests in short positions in common stocks and securities convertible into common
maintaining minimal portfolio stocks issued by U.S. companies.
exposure to general equity market --Invests to a limited degree in non-convertible preferred stocks and debt securities
risk by always having both long and without regard to quality or rating.
short positions in equity securities. --Invests in debt obligations issued by the United States Government, its agencies and
instrumentalities.
--Invests in securities issued in unregistered private placements and "Rule 144A
Securities."

International Fund
- ------------------ --Under normal circumstances invests at least 65% of total assets in common stocks and
The International Fund seeks capital other securities issued by companies that are organized and have their principal
appreciation. business activities outside the United States, including up to 20% of total assets in
junk bonds.
--Invests without limitations on geographic asset distribution, and may invest in other
funds that invest in foreign securities to maintain better liquidity.

High-Yield Bond Fund
- -------------------- --Invests at least 65%, and up to 100%, of total assets in junk bonds.
The High-Yield Bond Fund seeks --May invest in junk bonds not paying current income if the Adviser believes that
maximum current income interest or dividend payments are likely to be restored in the foreseeable future.
--Invests in investment grade corporate bonds, short-term money market instruments, high
quality commercial paper.
--Invests in debt obligations issued by the United States Government, its agencies and
instrumentalities.

2
<PAGE>
<PAGE>

Government Money Market Fund
- ---------------------------- --Invests exclusively in U.S. dollar denominated obligations issued or guaranteed by the
The Government Money Market Fund seeks United States Government, its agencies and instrumentalities and in repurchase
current income consistent with the agreements secured by such securities.
preservation of capital and liquidity
</TABLE>

RISK FACTORS

All investments involve some level of risk. Simply stated, risk is the
possibility that you will lose money or not make money. The principal
risk factors for the Funds are described below. Before you invest, you
should be aware of the risks that apply to your Fund. As with any
mutual fund, you could lose money over any period of time. Investments
in the Funds are not bank deposits and are not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental
agency. Although the Government Money Market Fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the Government Money Market Fund.

MARKET RISK
All Funds

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 its 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.

INTEREST RATE RISK
Dividend Fund
High-Yield Bond Fund
Market Neutral Fund

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
All Funds

Certain securities may be difficult or impossible to sell at the time
and price that a Fund would like. A 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. This risk applies to
restricted securities, Rule 144A Securities certain over-the-counter
options, securities not traded in the U.S. markets and other securities
that may trade in U.S. markets but are not

3<PAGE>
<PAGE>

registered under the federal securities laws. Each Fund may invest
up to 15% of its net assets in illiquid securities except that the
Government Money Market Fund may invest only up to 10% of its net
assets. 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
Dividend Fund
Utility Fund
International Fund
Market Neutral Fund

Each 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 which a Fund may enter. 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.

VALUATION RISK
All Funds

This is the risk that a Fund has valued certain securities at a higher
or lower price than the Fund can sell them.

SECTOR CONCENTRATION
Utility Fund

A fund that invests more than 25% of its net assets in a group of
related industries (an industry sector) is subject to increased risk.
The fund's performance will generally depend on the sector's
performance, which may differ in direction and degree from that of the
overall stock market. In addition, financial, economic, business and
political developments affecting the industry sector may have a greater
effect on the fund.

FOREIGN RISK
International Fund
Utility Fund

When a Fund invests in foreign securities, it will be subject to special
risks not typically associated with domestic companies resulting from
less government regulation, less public information and less economic,
political and social stability. Foreign securities, and in particular
foreign debt securities, are sensitive to changes in interest rates. In
addition, investment in the securities of foreign governments involves
the risk that foreign governments may default on their obligations or
may otherwise not respect the integrity of their debt. A Fund which
invests in foreign securities will also be subject to the diplomatic
risk that an adverse change in the diplomatic relations between the U.S.
and another country might reduce the value or liquidity of investments.
Future political and economic developments, the possible imposition of

4
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<PAGE>
withholding taxes on dividend income, the possible seizure or
nationalization of foreign holdings, the possible establishment of
exchange controls or freezes on the convertibility of currency, or the
adoption of other governmental restrictions might adversely affect an
investment in foreign securities. Additionally, foreign banks and
foreign branches of domestic banks may be subject to less stringent
reserve requirements, and to different accounting, auditing and
recordkeeping requirements.

Foreign risks will normally be greatest when a Fund invests in issuers
located in emerging markets. Securities issued in emerging market
countries, in particular, may be more sensitive to certain economic
changes and less liquid. These countries are located in the Asia/Pacific
region, Eastern Europe, Latin and South America and Africa. In general,
the securities markets of these countries are less liquid, are subject
to greater price volatility, have smaller market capitalizations and
have problems with securities registration and custody. In addition,
because the securities settlement procedures are less developed in these
countries, a Fund may be required to deliver securities receiving
payment and also be unable to complete transactions during market
disruptions. As a result of these and other risks, investments in these
countries generally present a greater risk of loss to a Fund.
Investment in foreign securities also involves higher costs than
investment in U.S. securities, including higher transaction and custody
costs as well as the imposition of additional taxes by foreign
governments.

Each of the Funds, other than the Government Money Market Fund, may
invest in foreign currency denominated securities. A Fund, which
invests in foreign currency denominated securities, will also be subject
to the risk of negative foreign currency rate fluctuations. A change in
the exchange rate between U.S. dollars and foreign currency may reduce
the value of an investment made in a security denominated in that
foreign currency. The International Fund may, but is not required to,
hedge against foreign currency risk, and the other Funds may do so on
unsettled trades.

SMALL CAP STOCK RISK
Small-Cap Fund
Growth Fund
International Fund

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 in which the Funds may invest may have
limited product lines, markets or financial resources, or may be
dependent on a small management group.

PERFORMANCE SUMMARY

The bar charts below illustrate the risks of investing in the Funds.
The bar charts show you how each Fund's performance has varied from year
to year for 10 years (or from the year of

5<PAGE>
<PAGE>
inception if shorter than 10 years). As with all mutual funds, past
performance is not a prediction of the future.

* "Total Return"-- How much an investment in a Fund has changed in
value over a given time period, assuming all
dividends and capital gains are reinvested. The
change in value can be stated either as a
cumulative return or as an average annual rate of
return.

* "Cumulative Return"-- The actual return of an investment for a
specified period. The year-by-year total returns
shown in the bar charts below are examples of
one-year cumulative returns.

* "Average Annual Applies to periods longer than one year. This
Total Return"-- tells you what constant annual return would have
produced the investment's actual cumulative
return. This gives you an idea of an
investment's annual contribution to your
portfolio, assuming you held it for the entire
period. Because of compounding, the Average
Annual Total Returns shown in the table below
cannot be computed by simply averaging the one-
year returns shown in the bar charts.

<TABLE>
YEAR-BY-YEAR RETURNS
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31: 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
GROWTH FUND
Best Quarter: ___% (Q_, 199_)
Worst Quarter: ___% (Q_, 199_) [BAR CHART]

Year Ended December 31: 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
DIVIDEND FUND
Best Quarter: ___% (Q_, 199_)
Worst Quarter: ___% (Q_, 199_) [BAR CHART]

Year Ended December 31: 1994 1995 1996 1997 1998
UTILITY FUND
Best Quarter: ___% (Q_, 199_)
Worst Quarter: ___% (Q_, 199_) [BAR CHART]
Inception Date: October 4, 1993

Year Ended December 31: 1994 1995 1996 1997 1998
SMALL-CAP FUND
Best Quarter: ___% (Q_, 199_)
Worst Quarter: ___% (Q_, 199_) [BAR CHART]
Inception Date: February 11, 1994

Year Ended December 31: 1994 1995 1996 1997 1998
MARKET NEUTRAL FUND<F1>
Best Quarter: ___% (Q_, 199_)
Worst Quarter: ___% (Q_, 199_) [BAR CHART]
Inception Date: January 24, 1994
<FN>
<F1> Until March 10, 1999, this Fund was called the "Lindner Bulwark Fund" and was managed with a different
investment objective and different principal investment strategies.

6 <PAGE>
<PAGE>

<S> <C> <C> <C> <C>
Year Ended December 31: 1995 1996 1997 1998
INTERNATIONAL FUND
Best Quarter: ___% (Q_, 199_)
Worst Quarter: ___% (Q_, 199_) [BAR CHART]
Inception Date: January 1, 1995

Year Ended December 31: 1998
HIGH-YIELD BOND FUND
Best Quarter: ___% (Q_, 199_)
Worst Quarter: ___% (Q_, 199_) [BAR CHART]
Inception Date: April 13, 1998
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

The table below compares each Fund's Investor Share performance over
varying periods ending on December 31, 1998, to the performance of a
broadly based securities market index and other indices that are
believed by the Adviser to have similar investment objectives. As with
all mutual funds, past performance is not a prediction of the future.

<TABLE>
<CAPTION>
SINCE
FUND OR INDEX 1 YEAR 5 YEARS 10 YEARS INCEPTION
------------- ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Growth Fund 0.31% 10.64% 10.88% n/a
Small-Cap Fund 15.24% n/a n/a 16.69%
Russell 2000 Index __._% __._% __._% n/a
Dividend Fund 14.75% 10.46% 12.14% n/a
Market Neutral Fund <F1> -10.08% n/a n/a -1.72%
S&P 500 Index __._% __._% __._% n/a
Utility Fund 15.53% n/a n/a 15.98%
Dow Jones Utility Index __._% __._% __._% n/a
Lindner International Fund -20.31% n/a n/a 0.30%
Morgan Stanley EAFE Index __._% __._% __._% n/a
Lindner High-Yield Bond Fund n/a n/a n/a 2.20%
<FN>
------
<F1> Until March 10, 1999, this Fund was called the "Lindner
Bulwark Fund" and was managed with a different investment
objective and different principal investment strategies.
</TABLE>

The yield on the Government Money Market Fund for the seven day period
ended on June 30, 1998 was 5.23%. This yield is based on historical
earnings and will fluctuate and should not be considered as
representative of future performance. You may call 1-800-___-____ to
learn the current 7-day yield on the Government Money Market Fund.

FUND EXPENSES

Lindner Investments offers Investor Shares in the Funds on a no-load
basis, without any front-end or back-end sales commission and without
any distribution charges ("12b-1 fees"); however, the Trust may charge a
2% redemption fee if you redeem shares of any Fund other

7
<PAGE>
<PAGE>
than the Government Money Market Fund within 60 days after purchase.
There is no fee applicable to redemption of shares in the Government
Money Market Fund.

The Trust offers Institutional Shares in all Funds other than the
Government Money Market Fund to broker-dealers, banks, retirement plan
sponsors, other financial intermediaries and financial planners also on
a no-load basis, without any front-end or back-end sales commission, but
Institutional Shares will pay a distribution and service fee, pursuant
to a Distribution and Service Plan adopted pursuant to SEC Rule 12b-1,
in an amount not to exceed 0.25% of the average daily net assets of the
Institutional Shares outstanding from time to time.

<TABLE>
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
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")<F*> . . . . . . . . . 2%
Exchange fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Wire transfer fee (per requested transaction, subject to change based upon charges
incurred or levied by the Funds' Custodian for outgoing wires) (see "Purchase of
Shares and Shareholder Inquiries" and "Redemption of Shares") . . . . . . . . . . . . $10
<FN>
- -------
<F*> The Government Money Market Fund does not charge this redemption fee
</TABLE>
8<PAGE>
<PAGE>
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
<CAPTION>
TOTAL
MANAGEMENT 12B-1 OTHER OPERATING
FEES FEES EXPENSES<F1> EXPENSES
---- ---- ------------ --------
(as a percentage of average daily net assets)
<S> <C> <C> <C> <C>
Growth Fund
Investor Shares 0.33% None 0.11% 0.44%
Institutional Shares 0.33% 0.25% 0.11% 0.69%
Dividend Fund:
Investor Shares 0.51% None 0.10% 0.61%
Institutional Shares 0.51% 0.25% 0.10% 0.86%
Utility Fund
Investor Shares 0.70% None 0.21% 0.91%
Institutional Shares 0.70% 0.25% 0.21% 1.16%
Small-Cap Fund
Investor Shares 0.70% None 0.17% 0.87%
Institutional Shares 0.70% 0.25% 0.17% 1.12%
Market Neutral Fund
Investor Shares 0.67% None 0.56% 1.23%
Institutional Shares 0.67% 0.25% 0.56% 1.48%
International Fund
Investor Shares 1.00% None 1.25% 2.25%
Institutional Shares 1.00% 0.25% 1.25% 2.50%
High-Yield Bond Fund<F2>
Investor Shares 0.80% None 0.61% 1.41%
Institutional Shares 0.80% 0.25% 0.61% 1.66%
Government Money Market Fund
Investor Shares<F3> 0.15% None 0.28% 0.43%
<FN>
- ------
<F1> Other Expenses include an administration fee of 0.20% of average
daily net assets of the Government Money Market Fund and the High-Yield
Bond Fund, payable to Ryback Management as administrator.
<F2> Annualized since the commencement of operations on April 13, 1998.
Ryback Management Corporation ("Ryback Management" or the "Adviser") has
voluntarily agreed to waive a portion of its management fee through June
30, 1999, to assure that Total Operating Expenses do not exceed 1.25%
for Investor Shares and 1.50% for Institutional Shares. For the year
ended June 30, 1998, Ryback Management waived a portion of its
management fee and was paid 0.64% of average net assets of the High-
Yield Bond Fund. Ryback Management can terminate this fee waiver at any
time, in its sole discretion, after June 30, 1999.
<F3> Ryback Management has voluntarily agreed to waive a portion of its
administrative fee to the extent necessary to maintain the Government
Money Market Fund's annual Total Operating Expenses at not more than
0.50% of average net assets during the fiscal year. For the fiscal year
ended June 30, 1998, no waiver was required. Ryback Management can
terminate this fee waiver at any time, in its sole discretion.
</TABLE>

9
<PAGE>
<PAGE>
Expense Examples

These examples may help you to compare the costs of investing in one of
the Lindner Funds 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 any Fund.

You would pay the following expenses on a $10,000 investment, assuming
(1) Total Operating Expenses of each Fund are as set forth in the table
above, (2) each Fund has a 5% annual return and (3) you redeem your
shares at the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Fund
Investor Shares $ 45 $141 $ 226 $ 555
Institutional Shares $ 70 $220 $ 384 $ 858
Dividend Fund
Investor Shares $ 62 $195 $ 340 $ 762
Institutional Shares $ 87 $274 $ 477 $1060
Utility Fund
Investor Shares $ 93 $290 $ 504 $1119
Institutional Shares $118 $368 $ 638 $1408
Small-Cap Fund
Investor Shares $ 89 $277 $ 482 $1073
Institutional Shares $114 $356 $ 617 $1363
Market Neutral Fund
Investor Shares $125 $390 $ 676 $1488
Institutional Shares $151 $467 $ 807 $1768
International Fund
Investor Shares $228 $703 $1205 $2585
Institutional Shares $253 $779 $1330 $2835
High-Yield Bond Fund
Investor Shares $144 $446 $ 771 $1691
Institutional Shares $169 $523 $ 902 $1965
Government Money Market Fund
Investor Shares $ 44 $138 $ 241 $ 542
</TABLE>

10
<PAGE>
<PAGE>
THE FUNDS IN DETAIL

Ryback Management Corporation, whose address is 7711 Carondelet Avenue,
St. Louis, Missouri 63105, is the investment adviser for all of the
Funds, which means that it is responsible for managing each Fund's
assets according to its investment objective (goal) and its investment
strategies. For easier reading, Ryback Management Corporation is
referred to as "Ryback Management" or the "Adviser". Ryback Management
is a professional investment advisory firm that has been providing
investment management services to the Trust and the Lindner Funds since
1993. Ryback Management also advises other selected private investors.

Concise fund-by-fund descriptions begin on the next page, providing the
following information:

* Goals and strategies of each Fund; percentages of Fund assets are
based on total assets unless otherwise indicated;

* The primary types of securities in which a Fund may invest;

* The principal risk factors associated with a Fund. Additional risk
information is provided in the Combined Statement of Additional
Information;

* Information about the individuals selected by the Adviser to handle
each Fund's day-to-day portfolio management;

* A financial highlights table showing each Fund's audited financial
performance for up to five years, including Total Return and
portfolio turnover information. Portfolio turnover is an indication
of trading frequency. The Funds may sell securities without regard
to the length of time the securities have been held. A high
turnover rate may increase a Fund's transaction costs and negatively
affect its performance. Portfolio turnover may also result in
capital gains distributions that could raise your income tax
liability.

* A line graph comparing the performance of Investor Shares and
Institutional Shares of each Fund to certain selected broad-based
securities market indices that the Adviser deems to be appropriate.
These graphs show the value of a hypothetical $10,000 initial
investment in Investor Shares and Institutional Shares of each Fund
at the end of each fiscal year for the past 10 years, or for that
shorter period of time that a Fund has been in existence, or since
Institutional Shares were initially sold, where applicable. For
purposes of these graphs, it is assumed that all dividends and
capital gains distributions from the Funds and the stocks comprising
the comparative indices are reinvested.

The Trust's Annual Report to Shareholders includes the annual report of
the independent auditors for the Trust and the audited financial
statements of each Fund. It is available free upon request.

<PAGE>
<PAGE>
GROWTH FUND

GOALS AND STRATEGIES. The investment objective of the Growth Fund is
long-term capital appreciation. To pursue this goal, the Growth Fund
will invest substantially all of its assets in the following types of
securities:

* common stocks issued by U.S. companies and securities
convertible into common stocks, without regard to quality or
rating;
* nonconvertible preferred stocks and bonds without regard to
quality or rating (but it will not invest more than 10% of
total assets in junk bonds);
* securities issued in unregistered private placements that may
only be sold to qualified institutional investors ("Rule 144A
Securities"); and
* securities issued by real estate investment trusts ("REITs").

For temporary defensive or emergency purposes, the Growth Fund may
invest all or a portion of its assets in short-term U.S. Government
securities or other short-term corporate debt securities, including junk
bonds.

The Adviser seeks to identify growth opportunities in sectors and
companies that it believes will outperform the overall market. The
Adviser looks for factors generally associated with value companies,
such as stock prices relatively low in terms of historical earnings per
share, cash flow and book value.

The principal risk factors of the Growth Fund are market risk, liquidity
risk, small cap stock risk and valuation risk . Before you invest, please
read "More About Risk" on page 26.

PORTFOLIO MANAGER. Robert A. Lange has been the portfolio manager of
the Growth Fund and its predecessor since 1977. Mr. Lange has been
employed as a Senior Vice President of the Adviser since its inception
in 1993 and was previously employed in a similar capacity by Lindner
Management Corporation, the Adviser's predecessor, from 1977 to 1993.
Mr. Lange earned a B.A. in Finance from the University of Kansas and an
M.B.A. in Finance from the University of Missouri.

12
<PAGE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS<F1>
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------- ---------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ------------ ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1994 $22.32 $0.38 $0.71 $1.09 $0.46 $0.53 $0.99 $22.42
1995 $22.42 $0.43 $2.66 $3.09 $0.34 $1.84 $2.18 $23.33
1996 $23.33 $0.40 $4.47 $4.87 $0.47 $1.34 $1.81 $26.39
1997 $26.39 $0.36 $2.72 $3.08 $0.39 $3.10 $3.49 $25.98
1998 $25.98 $0.38 ($0.27) $0.11 $0.34 $3.48 $3.82 $22.27

INSTITUTIONAL SHARES
Year Ended June 30,
1997 $26.39 $0.34 $2.68 $3.02 $0.37 $3.10 $3.47 $25.94
1998 $25.94 $0.35 ($0.30) $0.05 $0.31 $3.48 $3.79 $22.20

INSTITUTIONAL SHARES
Year Ended June 30,
1997 15.36% 0.46% 1.29% 36.39% $0.102
1998 0.08% 0.75% 1.05% 44.43% $0.369
<FN>
- -------
NOTES: <F1> Historical performance information for 1994 and part of
1995 is for Lindner Fund, Inc. ("LFI"), the predecessor of
the Lindner Growth Fund series of the Trust. The Lindner
Growth Fund succeeded to all of the assets and liabilities
of LFI on June 30, 1995, pursuant to a reorganization
approved by the shareholders of LFI on June 29, 1995.
<F2> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F3> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>

LINE GRAPH
Comparison of change in value of $10,000 invested in the Russell 2000
Index and the Lindner Growth Fund--Investor Shares from June 30, 1987,
to June 30, 1998, and Institutional Shares from July 12, 1996 to June
30, 1998:

<TABLE>
<CAPTION>
Russell Russell
2000 Lindner Growth 2000 Lindner Growth
June 30 Index Fund-Investor Shares Index Fund-Institutional Shares
- ------- ------- -------------------- ------- -------------------------
<S> <C> <C> <C> <C>
1988 $10,000 $10,000
1989 11,651
1990 12,570
1991 12,541
1992 14,746
1993 16,939
1994 17,757
1995 20,401
1996 24,879 $10,000<F1> $10,000<F1>
1997 27,989 11,535
1998 28,076 11,544
<FN>
- ------
<F1> Commencing July 12, 1996

13<PAGE>
<PAGE>
DIVIDEND FUND

GOALS AND STRATEGIES. The investment objective of the Dividend Fund is
to produce current income at a rate higher than that paid by either the
stocks comprising the S&P 500 Index or by passbook savings accounts. To
pursue this goal, the Dividend Fund will invest in the following types
of securities, in order of preference:

* common stocks paying substantial dividends that the Adviser
expects to be maintained or increased;
* preferred stocks of bonds convertible into common stock;
* other preferred stocks or bonds;
* Rule 144A Securities; and
* securities issued by REITs.

Under normal circumstances, the Dividend Fund will invest at least 65%
of its total assets in dividend paying common or preferred stocks. When
investing in bonds, the Adviser is not restricted as to investment
quality, and may invest up to 35% of the Dividend Fund's total assets in
junk bonds. For temporary defensive or emergency purposes, the Dividend
Fund may invest in bonds or other debt instruments whose interest rates
and maturities are expected to provide optimum income consistent with
some protection of principal.

The principal risk factors of the Dividend Fund are market risk,
liquidity risk, interest rate risk and credit risk and liquidity risk.
Before you invest, please read "More About Risk" on page 26.

PORTFOLIO MANAGER. Eric E. Ryback has been the portfolio manager of the
Dividend Fund and its predecessor since 1984. Mr. Ryback has been
employed as the President of the Adviser since its inception in 1993,
and also serves as the President of the Trust. He was previously
employed as a Vice President of Lindner Management Corporation, the
Adviser's predecessor, from 1982 to 1993. Mr. Ryback earned a B.S. from
Idaho State University.

14
<PAGE>
<PAGE>

</TABLE>
<TABLE>
FINANCIAL HIGHLIGHTS<F1>
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------- --------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ----------- ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended February 28,
1994 $27.01 $1.88 $1.06 $2.94 $1.74 $0.58 $2.32 $27.63
1995 $27.63 $1.93 ($2.13) ($0.20) $1.90 $0.57 $2.47 $24.96
Year Ended June 30,
1995 $24.96 $0.95 $1.05 $2.00 $0.96 $0.00 $0.96 $26.00
1996 $26.00 $1.80 $2.29 $4.09 $1.79 $0.23 $2.02 $28.07
1997 $28.07 $1.63 $0.70 $2.33 $1.68 $0.78 $2.46 $27.94
1998 $27.94 $1.83 $2.02 $3.85 $1.71 $2.49 $4.20 $27.59

INSTITUTIONAL SHARES
Year Ended June 30,
1997 $28.07 $1.61 $0.66 $2.27 $1.66 $0.78 $2.44 $27.90
1998 $27.90 $1.78 $2.00 $3.78 $1.66 $2.49 $4.15 $27.53

INSTITUTIONAL SHARES
Year Ended June 30,
1997 9.84% 0.85% 5.69% 40.32% $2.01
1998 14.49% 0.88% 6.14% 28.56% $2.78
<FN>
- ------
NOTES: <F1> Historical performance information for 1994 and part of
1995 is for Lindner Dividend Fund, Inc. ("LDI"), the
predecessor of the Lindner Dividend Fund series of the
Trust. The Lindner Dividend Fund series of the Trust
succeeded to all of the assets and liabilities of LDI on
June 30, 1995, pursuant to a reorganization approved by the
shareholders of LDI on June 29, 1995.
<F2> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F3> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>

<PAGE>
LINE GRAPH
Comparison of change in value of $10,000 invested in the S&P 500 Index,
in Investor Shares from June 30, 1987, to June 30, 1988 and
Institutional Shares from July 9, 1996, to June 30, 1998:

<TABLE>
<CAPTION>
S&P 500 Lindner Dividend S&P 500 Lindner Dividend
June 30 Index Fund-Investor Shares Index Fund-Institutional Shares
- ------- ------- -------------------- ------- -------------------------
<S> <C> <C> <C> <C>
1988 $10,000 $10,000
1989 12,051 11,654
1990 14,034 11,839
1991 15,068 12,893
1992 17,086 15,940
1993 19,411 19,123
1994 19,683 19,408
1995 24,806 21,700
1996 31,251 25,202 $10,000<F1> $10,000<F1>
1997 42,090 27,407 13,795 10,984
1998 54,780 31,450 17,954 12,576
<FN>
- ------
<F1> Commencing July 9, 1996
</TABLE>

15<PAGE>
<PAGE>
UTILITY FUND

GOALS AND STRATEGIES. The investment objective of the Utility Fund is
to produce a total return through current income and long-term capital
appreciation that outperforms its peers and the representative market
indices by investing in securities of domestic and foreign regulated
public utility companies and companies involved in businesses that are
related to public utility companies, such as suppliers of raw materials.
To pursue this goal, under normal circumstances, the Utility Fund will
invest at least 65% of its total assets in the following types of
securities, in order of preference:

* common stocks of domestic and foreign public utilities,
including gas, electric, telecommunications, cable
television, water and energy companies ("Utilities");
* preferred stocks of bonds convertible into common stock
issued by Utilities;
* other preferred stocks or bonds issued by Utilities;
* Rule 144A Securities issued by Utilities; and
* debt securities issued by the U.S. Government or its
agencies or instrumentalities.

In addition, the Utility Fund may invest up to 35% of its total assets
in securities issued by companies other that Utilities, including junk
bonds, if the Adviser believes that doing so will result in capital
appreciation or produce income with idle cash. Under some
circumstances, the Adviser will invest in securities not currently
paying dividends or interest if it has a basis for believing that the
issuer will begin or resume paying dividends or interest in the
foreseeable future. For temporary defensive or emergency purposes, the
Utility Fund may invest in bonds or other debt instruments, including
junk bonds, whose interest rates and maturities are expected to provide
optimum income consistent with some protection of principal.

The Utility Fund attempts to invest in companies that the Adviser
believes are undervalued for identifiable reasons which are considered
not to be fundamental, and in companies that the Adviser believes have
long-term growth prospects substantially better than the economy as a
whole.

The principal risk factors of the Utility Fund are market risk, liquidity
rate risk, credit risk, valuation risk and sector concentration. Before you
invest, please read "More About Risk" on page 26.

PORTFOLIO MANAGERS. Mr. Ryback and Richard H. Eckenrodt are co-
portfolio managers of the Utility Fund (Mr. Ryback since the Utility
Fund's inception in 1993 and Mr. Eckenrodt since March 1996). See
"Dividend Fund" for information about Mr. Ryback. Mr. Eckenrodt has
been employed by the Adviser as a research analyst since 1993, and was
previously employed as an investment executive by Smith Barney (now
Salomon Smith Barney) from 1991 to 1993. Mr. Eckenrodt earned a B.A. in
Economics and an M.A. in Economics from the University of Missouri.

16<PAGE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------ ---------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ------------ ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1994<F1> $10.00 $0.05 ($0.01) $0.04 $0.02 $0.00 $0.02 $10.02
1995 $10.02 $0.39 $0.84 $1.23 $0.39 $0.09 $0.48 $10.77
1996 $10.77 $0.35 $3.42 $3.77 $0.34 $0.00 $0.34 $14.20
1997 $14.20 $0.39 $1.60 $1.99 $0.42 $0.02 $0.44 $15.75
1998 $15.75 $0.37 $1.96 $2.33 $0.37 $0.93 $1.30 $16.78

INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> $14.20 $0.27 $1.59 $1.86 $0.31 $0.02 $0.33 $15.74
1998 $15.74 $0.26 $2.03 $2.29 $0.26 $0.93 $1.19 $16.84
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------
Ratio of Net
Ratio of Investment Net Assets,
Expenses Income to Portfolio End of
Total to Average Average Turnover Period
Return<F3> Net Assets<F4> Net Assets Rate (in millions)
--------- -------------- ------------ --------- --------------
INVESTOR SHARES
Year Ended June 30,
<S> <C> <C> <C> <C> <C>
1994<F1> 0.39% 1.30% 0.76% 44.95% $11
1995 12.51% 1.04% 3.02% 190.70% $18
1996 35.39% 0.95% 2.87% 98.58% $32
1997 14.29% 0.89% 2.81% 86.44% $47
1998 15.53% 0.91% 2.21% 99.37% $43

INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> 14.52% 0.75% 2.42% 86.44% $0.05
1998 15.23% 1.22% 1.99% 99.37% $0.009
<FN>
- ------
NOTES: <F1> For the period October 3, 1993 (initial purchase) to June
30, 1994.
<F2> For the period October 31, 1996 (initial purchase) to June
30, 1997.
<F3> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F4> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>
<PAGE>
LINE GRAPH
Comparison of change in value of $10,000 invested in the Dow Jones
Utility Index, the NYSE Utilities Index and the Lindner Utility
Fund--Investor Shares from October 3, 1993, to June 30, 1998, and
Institutional Shares from October 31, 1996 to June 30, 1998:

<TABLE>
<CAPTION>
Dow Jones
Date of Utilities NYSE Utilities Lindner Utility
Inception Index Index Fund-Investor Shares
- --------- --------- -------------- --------------------
<S> <C> <C> <C>
10/3/1993 $10,000<F1> $10,000<F1> $10,000<F1>
June 30
- -------
1994 7,508 8,641 10,039
1995 9,141 9,751 11,295
1996 10,557 11,959 15,291
1997 11,461 13,928 17,475
1998 15,475 19,281 20,192

<CAPTION>
Dow Jones
Date of Utilities NYSE Utilities Lindner Utility
Inception Index Index Fund-Institutional Shares
- --------- --------- -------------- -------------------------
<S> <C> <C> <C>
10/1/1996 $10,000<F2> $10,000<F2> $10,000<F2>
June 30
- -------
1997 10,373 11,589 11,452
1998 14,005 16,043 13,196
<FN>
- ------
<F1> Commencing October 3, 1993
<F2> Commencing October 31, 1996
</TABLE>

17<PAGE>
<PAGE>
SMALL-CAP FUND

GOALS AND STRATEGIES. The investment objective of the Small-Cap Fund is
long-term capital appreciation. To pursue this goal, under normal
circumstances the Small-Cap Fund will invest at least 65% of its total
assets in companies with a market capitalization of not more than $750
million. The Fund intends to invest in the following types of
securities:

* common stocks and securities convertible into common stock;
* non-convertible preferred stocks and bonds without regard to
quality or rating;
* debt securities issued by the U.S. Government or its
agencies and instrumentalities;
* Rule 144A Securities; and
* Securities issued by REITs.

The Small-Cap Fund may invest up to 20% of its total assets in junk
bonds.

The Small-Cap Fund employs a value-based investment strategy that uses
free cash flow as the primary valuation tool. We define "free cash
flow" as the amount of cash a company could consistently generate after
allocating funds for capital expenditures necessary to maintain its
business. The Adviser looks for companies that are reasonably priced in
relation to the amount of free cash flow it is projected to generate
over time. In addition, the Adviser seeks companies with above average
returns on capital and a demonstrated ability to deploy available cash
as similar rates of return.

The principal risk factors of the Small-Cap Fund are market risk, liquidity
risk, valuation risk and small cap stock risk. Before you invest, please
read "More About Risk" on page 26.

PORTFOLIO MANAGER. Donald B. Wang has been the portfolio manager of the
Small-Cap Fund since January 1996. Mr. Wang was previously employed as
a securities analyst and portfolio manager by Spare, Kaplan & Bischel,
an investment adviser, from 1995 to 1996, and was employed as a
securities analyst by Osterweis Capital Management, an investment
adviser, from 1992 to 1995. Mr. Wang is a Chartered Financial Analyst
and earned a B.S. in Finance from New York University.

18
<PAGE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------ ---------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ------------ ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1994<F1> $5.00 $0.01 ($0.22) ($0.21) $0.00 $0.00 $0.00 $4.79
1995 $4.79 ($0.03) $0.71 $0.68 $0.01 $0.00 $0.01 $5.46
1996 $5.46 $0.00 $1.30 $1.30 $0.00 $0.61 $0.61 $6.15
1997 $6.15 $0.04 $1.49 $1.53 $0.01 $0.00 $0.01 $7.67
1998 $7.67 $0.09 $1.07 $1.16 $0.04 $0.30 $0.34 $8.49
INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> $6.15 $0.04 $1.49 $1.53 $0.01 $0.00 $0.01 $7.67
1998 $7.67 $0.08 $1.06 $1.14 $0.03 $0.30 $0.33 $8.48

INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> 21.21% 0.59% 0.26% 49.49% $0.002
1998 15.02% 1.31% 0.99% 24.52% $0.154
<FN>
- ------
NOTES: <F1> For the period February 11, 1994 (initial purchase) to June
30, 1994.
<F2> For the period November 1, 1996 (initial purchase) to June
30, 1997.
<F3> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F4> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>

LINE GRAPH

Comparison of change in value of $10,000 invested in the Russell 2000
Index and the Lindner/Ryback Small-Cap Fund:

<TABLE>
<CAPTION>
Russell 200 Lindner/Ryback Russell 2000 Lindner/Ryback
Date of Small-Cap Small-Cap Fund Small-Cap Small-Cap Fund
Inception Index Investor Shares Index Institutional Shares
- --------- ----------- --------------- ------------ --------------------
<S> <C> <C> <C> <C>
1/24/1994 $10,000 $10,000
June 30
- -------
1994 9,140 9,580
1995 10,815 10,954
1996 13,408 13,774 $10,000<F1> $10,000<F1>
1997 15,581 17,211 11,792 12,123
1998 18,197 19,836 13,772 13,942
<FN>
- ------
<F1> Commencing November 1, 1996
</TABLE>

19<PAGE>
<PAGE>
MARKET NEUTRAL FUND

GOALS AND STRATEGIES. The investment objective of the Market Neutral
Fund is long-term capital appreciation in both bull and bear markets
while maintaining minimal exposure to general equity market risk by
taking long positions in equity securities that the Adviser has
identified as undervalued and short positions in such equity securities
that the Adviser has identified as overvalued. To pursue this goal,
the Market Neutral Fund will invest substantially all of its assets in
the following types of securities:

* common stocks issued by U.S. companies and securities
convertible into common stocks, without regard to quality
or rating;
* short positions in common stocks issued by U.S. companies
and securities convertible into common stocks;
* to a limited degree, non-convertible preferred stocks and
debt securities without regard to quality or rating;
* debt obligations issued by the United States Government,
its agencies and instrumentalities; and
* securities issued in unregistered private placements that
may only be sold to qualified institutional investors
("Rule 144A Securities")

By taking long and short positions in different securities with
similar characteristics, the Market Neutral Fund attempts to cancel out
the effect of the general stock market movements on the Fund's
performance. The Adviser will determine the size of each long and
short position in analyzing the tradeoff between the attractiveness of
each position and its impact on the risk of the overall portfolio. The
Fund seeks to construct a diversified portfolio that has minimal net
exposure to the U.S. equity market generally and certain other risk factors.

The Market Neutral Fund's performance objective is to achieve a total
return in excess of the total return on the 3-month U.S. Treasury Bill.
The Market Neutral Fund's performance is not expected to correlate with
the direction of any major U.S. stock market or any general stock
market index. However, the Market Neutral Fund is different from an
investment in 3-month U.S. Treasury Bills because U.S. Treasury Bills
are backed by the full faith and credit of the U.S. Government, have a
fixed rate of return and a short duration and have no risk of losing
capital.

The principal risk factors of the Market Neutral Fund are market risk,
liquidity risk, interest rate risk, valuation risk and short selling risk.
Before you invest, please read "More About Risk" on page 26. In addition,
the short selling activities of the Market Neutral Fund will accelerate the
recognition of gains for federal income tax purposes because any gains on
short sales are short-term capital gains for tax purposes, taxable at ordinary
income tax rates. This may increase the income taxes paid by shareholders of
the Market Neutral Fund.

PORTFOLIO MANAGERS. Mr. Ryback and Andrew F. Boord are co-portfolio
managers of the Market Neutral Fund (Mr. Ryback since the Fund's
inception in 1994 and Mr. Boord since June 1998). Mr. Boord has been
employed by the Adviser as a securities analyst since September 1997,
and was previously employed as a securities analyst by Astoria Capital
Management, an investment adviser, from February 1997 until September
1997, and as a securities analyst by the Center for Financial Research
and Analysis, an investment research firm, from October 1994 until
February 1997. Mr. Boord is a Certified Public Accountant and earned a
B.S. in Accounting from the University of Tennessee and an M.S. in
Accounting from American University.

20
<PAGE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------- ---------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ------------ ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1994<F1> $7.00 $0.01 $0.16 $0.17 $0.00 $0.00 $0.00 $7.17
1995 $7.17 $0.11 ($0.10) $0.01 $0.05 $0.04 $0.09 $7.09
1996 $7.09 $0.26 $1.32 $1.58 $0.31 $0.00 $0.31 $8.36
1997 $8.36 $0.29 ($1.81) ($1.52) $0.14 $0.00 $0.14 $6.70
1998 $6.70 $0.23 ($0.89) ($0.66) $0.39 $0.00 $0.39 $5.65

INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> $8.36 $0.26 ($1.81) ($1.55) $0.14 $0.00 $0.14 $6.67
1998 $6.67 ($0.16) ($0.49) ($0.65) $0.00 $0.00 $0.00 $6.02

INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> -18.61% 1.37% 4.45% 457.57% $0.002
1998 - 9.75% 1.86% 16.68% 109.32% $0.001
<FN>
- ------
NOTES: <F1> For the period January 24, 1994 (initial purchase) to June
30, 1994.
<F2> For the period July 11, 1996 (initial purchase) to June
30, 1997.
<F3> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F4> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>

LINE GRAPH
Comparison of change in value of $10,000 invested in the S&P 500 Index
and the Lindner Market Neutral Fund--Investor Shares from February 11,
1994, to June 30, 1998, and Institutional Shares from July 11, 1996, to
June 30, 1998:

<TABLE>
<CAPTION>
Date of S&P 500 Lindner Market Neutral S&P 500 Lindner Market Neutral
Inception Index Fund-Investor Shares Index Fund-Institutional Shares
- --------- ------- ---------------------- ------- -------------------------
<S> <C> <C> <C> <C>
2/11/1994 $10,000 $10,000
June 30
- -------
1994 9,556 10,245
1995 12,043 10,255
1996 15,172 12,658 $10,000<F1> $10,000<F1>
1997 20,434 10,325 13,989 8,139
1998 26,595 9,285 18,206 7,345
<FN>
- ------
<F1> Commencing July 11, 1996
</TABLE>

21<PAGE>
<PAGE>
INTERNATIONAL FUND

GOALS AND STRATEGIES. The investment objective of the International
Fund is long-term capital appreciation. To pursue this goal, under
normal circumstances the International Fund will invest at least 65% of
its total assets in securities issued by companies that are organized
and have their principal business activities outside of the U.S. Any
country will be considered where there is easy currency conversion,
including emerging economies. The Fund intends to invest in the
following types of securities:

* common stocks and securities convertible into common stocks
that are rated "B" or better by Standard & Poor's ("S&P") or
Moody's Investor Service, Inc. ("Moody's");
* securities issued by closed-end investment companies which
invest primarily in international securities; and
* up to 20% of total assets may be invested in junk bonds or
unrated or below investment grade preferred stocks or
bonds.

The Adviser intends to seek out financially strong companies that are
believed to present opportunities for growth within expanding
international economies and markets from increased earnings power or
improved utilization or recognition of assets. To a limited extent, the
International Fund may engage in short-term trading, and the portfolio
turnover rate may exceed 100% per year, which is higher than most equity
mutual funds. The International Fund intends to be widely diversified
across securities of many corporations located in three or more
countries.

The Adviser will look for companies that have a low price-to-average
expected earnings ratio, a low price-to-cash flow ratio or a low
price-to-estimated break-up value ratio.

The principal risk factors of the International Fund are market risk,
valuation risk, small cap stock risk, foreign risk, liquidity risk and
credit risk. Before you invest, please read "More About Risk" on page 26.

PORTFOLIO MANAGER. Mr. Lange has been the portfolio manager of the
International Fund since its inception in 1995. For information about
him, see the discussion of the Growth Fund above.

22
<PAGE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------- ---------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ------------ ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1995<F1> $9.00 $0.07 $0.02 $0.09 $0.00 $0.00 $0.00 $ 9.09
1996 $9.09 ($0.01) $0.86 $0.85 $0.05 $0.00 $0.05 $ 9.89
1997 $9.89 ($0.01) $1.45 $1.44 $0.00 $0.14 $0.14 $11.19
1998 $11.19 ($0.15) ($2.11) ($2.26) $0.00 $0.22 $0.22 $ 8.71
INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> $ 9.89 $0.04 $1.45 $1.41 $0.00 $0.14 $0.14 $11.16
1998 $11.16 ($0.15) ($2.16) ($2.31) $0.00 $0.22 $0.22 $ 8.63

<CAPTION>
RATIOS/SUPPLEMENTAL DATA
---------------------------------------
Ratio of Net
Ratio of Investment Net Assets,
Expenses Income to Portfolio End of
Total to Average Average Turnover Period
Return<F3> Net Assets<F4> Net Assets Rate (in millions)
---------- -------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1995<F1> 1.00% 1.26% 1.02% 0.00% $0.3
1996 9.41% 2.57% 0.05% 48.40% $1.2
1997 14.76% 1.96% -0.14% 37.79% $4.7
1998 -20.31% 2.25% -1.14% 44.25% $2.6
INSTITUTIONAL SHARES
Year Ended June 30,
1997<F2> 17.06% 1.48% -0.13% 37.79% $0.0004
1998 -20.82% 2.67% -1.47% 44.25% $0.0003
<FN>
- ------
NOTES: <F1> For the period January 1, 1995 (initial purchase) to June
30, 1995.
<F2> For the period November 1, 1996 (initial purchase) to June
30, 1997.
<F3> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F4> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>

LINE GRAPH
Comparison of change in value of $10,000 invested in the Morgan Stanley
Europe, Australasia and Far-East Index and the Lindner International
Fund--Investor Shares from January 3, 1995, to June 30, 1998, and
Institutional Shares from October 31, 1996, to June 30, 1998:

<TABLE>
<CAPTION>
Lindner Lindner
International International
Date of Morgan Stanley Fund-Investor Morgan Stanley Fund-Institutional
Inception EAFE Index Shares EAFE Index Shares
- --------- -------------- ------------- -------------- ------------------
<S> <C> <C> <C> <C>
1/1/1995 $10,000 $10,000
June 30
1995 10,260 10,099
1996 11,623 11,047 $10,000<F1> $10,000<F1>
1997 13,115 12,681 11,415 11,706
1998 13,915 11,090 12,111 9,269
<FN>
- ------
<FN> Commencing November 1, 1996
</TABLE>

23
<PAGE>
<PAGE>
HIGH-YIELD BOND FUND

GOALS AND STRATEGIES. The investment objective of the High-Yield Bond
Fund is to produce maximum current income. To pursue this goal, under
normal circumstances the High-Yield Bond Fund will invest at least 65%
of its assets in high-yield, high-risk, medium and lower-quality
corporate bonds and rates (commonly referred to as "junk bonds"). The
Fund may also invest a portion of its assets in non-income producing
securities if the Adviser believes that dividend or interest payments
will be restored in the foreseeable future. The High-Yield Bond Fund
may invest up to 35% of total assets in investment grade corporate
bonds, notes, and commercial paper or in debt obligations of the U.S.
Government, its agencies or instrumentalities. It may also invest up
to 20% of total assets in equity securities and other securities having
the characteristics of equity securities. The High-Yield Bond Fund may
also invest without limit in these types of securities for temporary
defensive or emergency purposes.

The principal risk factors of the High-Yield Bond Fund are market risk,
interest rate risk, credit risk, liquidity risk and valuation risk.
Before you invest, please read "More About Risk" on page 26.

PORTFOLIO MANAGER. Mr. Ryback has been the portfolio manager of the
High-Yield Bond Fund since its inception in 1998. For information
about him, see the discussion of the Dividend Fund above.

<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------- ---------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ------------ ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1998<F1> $10.00 $0.13 $0.09 $0.22 $0.12 $0.00 $0.12 $10.10
INSTITUTIONAL SHARES
Year Ended June 30,
1998<F1> $10.09 $0.12 $0.02 $0.14 $0.11 $0.00 $0.11 $10.12

<CAPTION>
RATIOS/SUPPLEMENTAL DATA
---------------------------------------
Ratio of Net
Ratio of Investment Net Assets,
Expenses Income to Portfolio End of
Total to Average Average Turnover Period
Return<F2> Net Assets<F3> Net Assets Rate (in millions)
---------- -------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1998<F1> 2.20% 0.76% 4.90% 5.97% $1.6
INSTITUTIONAL SHARES
Year Ended June 30,
1998<F1> 1.39% -0.09% 0.53% 5.97% $0.0001
<FN>
- ------
NOTES: <F1> For the period April 13, 1998 (initial purchase) to June
30, 1998.
<F2> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F3> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>

24
<PAGE>
<PAGE>
GOVERNMENT MONEY MARKET FUND

GOALS AND STRATEGIES. The investment objective of the Government Money
Market Fund is to produce current income consistent with preservation
of capital and liquidity. To pursue this goal, the Government Money
Market Fund will invest exclusively in U.S. dollar-denominated debt
securities issued or guaranteed by the U.S. Government, its agencies
and instrumentalities, and in repurchase agreements secured by such
types of securities.

The Government Money Market Fund will invest in securities issued by
U.S. Government agencies or instrumentalities only when the Subadviser
is satisfied that the credit Risk of the agency or instrumentality is
minimal. In addition, repurchase agreements will have maturities of
less than seven days, will be fully collateralized and will be made
only with primary securities dealers having the higher short-term debt
rating.

The principal risk factor associated with the Government Money Market
Fund is interest rate risk. Before you invest, please read "More About
Risk" on page 26.

Star Bank, N.A., a national bank headquartered in Cincinnati, Ohio,
serves as the Subadviser for the Government Money Market Fund and
manages its portfolio on a day-to-day basis. Star Bank currently has
over $4.7 billion of its own assets and manages 13 mutual funds having
assets in excess of $2.7 billion, including ___ money market funds with
assets in excess of $___ million.

<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
INCOME (LOSS) FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------- ---------------------------------------
Net Realized Distributions
and from Net
Net Asset Unrealized Total Dividends Realized Net Asset
Value, Net Gains from from Net Gains from Value,
Beginning Investment (Losses) on Investment Investment Investment Total End of
of Period Income Investments Operations Income Transactions Distributions Period
--------- ---------- ------------ ---------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1997<F1> $1.00 $0.05 $0.00 $0.05 $0.05 $0.00 $0.05 $1.00
1998 $1.00 $0.05 $0.00 $0.05 $0.05 $0.00 $0.05 $1.00

<CAPTION>
RATIOS/SUPPLEMENTAL DATA
---------------------------------------
Ratio of Net
Ratio of Investment Net Assets,
Expenses Income to Portfolio End of
Total to Average Average Turnover Period
Return<F2> Net Assets<F3> Net Assets Rate (in millions)
---------- -------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
INVESTOR SHARES
Year Ended June 30,
1997<F1> 5.02% 0.43% 5.45% n/a $39
1998 5.21% 0.50% 5.08% n/a $43
<FN>
- ------
NOTES: <F1> For the period July 9, 1996 (initial purchase) to June 30,
1997.
<F2> Total return for periods of less than one year are not
annualized. Total return is the percentage increase in value
for a period, assuming initial investment at the net asset
value on the day before the start of the period and assuming
all dividends and distributions were reinvested and a
redemption at the net asset value on the last day of the
period.
<F3> The expense ratio is computed using gross expenses which
include fees reduced in connection with specific agreements.
</TABLE>

<PAGE>
<PAGE>
MORE ABOUT RISK

INTRODUCTION

A Fund's investment goal and principal strategies largely determine its
risk profile. You will find a concise description of each Fund's risk
profile in the summary under the caption "Investments, Risks and
Performance". The fund-by-fund discussions contain more information.
This section describes the various risks that may affect the Funds.

The Funds may use certain investment practices that have higher risks
associated with them. However, each Fund has limitations and policies
designed to reduce many of the risks. The table under "Certain
Investment Practices" describes these practices and the limitations on
their use.

TYPES OF INVESTMENT RISK

The principal risks of investing in a Fund are described above under
the caption "Investments, Risks and Performance". The following list
provides detail about some of the other risks that may apply to the
Funds.

CURRENCY RISK
Fluctuations in exchange rates between the U.S. dollar and foreign
currencies may negatively affect an investment. Adverse changes in
exchange rates may erode or reverse any gains produced by foreign-
currency denominated investments and may widen any losses.

DERIVATIVES RISK
The term "derivative" covers a wide number of investments, but in
general it refers to any financial instrument whose value is derived,
at least in part, from the price of another security or a specified
index, asset or rate. Some derivatives may be more sensitive to
interest rate changes or market moves, and some may be susceptible to
changes in yields or values due to their structure or contract terms.
Loss may result from a Fund's investments in options, futures, swaps,
structured securities and other derivative instruments, which may be
leveraged. A Fund may use derivatives to: increase yield; hedge
against a decline in principal value; invest with greater efficiency
and lower cost than is possible through direct investment; adjust the
Fund's duration; or provide daily liquidity.

Hedging is the use of one investment to offset the effects of another
investment. To the extent that a derivative is used as a hedge against
an opposite position that the Fund also holds, a loss generated by the
derivative should be substantially offset by gains on the hedged
investment, and vice versa. While hedging can reduce or eliminate
losses, it can also reduce or eliminate gains. Hedging also involves
correlation risk--the risk that changes in the value of a hedging
instrument may not match those of the asset being hedged.

To the extent that a derivative is not used as a hedge, the Fund is
directly exposed to the risks of that derivative. Gains or losses from
speculative positions in a derivative may be substantially greater than
the derivative's original cost.

26
<PAGE>
<PAGE>

EXPOSURE RISK
The risk associated with investments (such as derivatives) or practices
(such as short selling) that increase the amount of money a fund could
gain or lose on an investment.

* HEDGED
Exposure risk could multiply losses generated by a derivative
or practice used for hedging purposes. Such losses should be
substantially offset by gains on the hedged investment.
However, while hedging can reduce or eliminate losses, it can
also reduce or eliminate gains.
* SPECULATIVE
To the extent that a derivative or practice is not used as a
hedge, a Fund is directly exposed to its risks. Gains or
losses from speculative positions in a derivative may be much
greater than the derivative's original cost. For example,
potential losses from writing uncovered call options and from
speculative short sales are unlimited.

EXTENSION RISK
An unexpected rise in interest rates may extend the life of a mortgage-
backed security beyond the expected prepayment time, typically reducing
the security's value.

GOVERNMENT OBLIGATIONS RISK
In addition to U.S. Treasury obligations, the Funds may invest in other
securities issued or guaranteed by the U.S. government, its agencies
and instrumentalities. No assurance can be given that the U.S.
government will provide financial support to U.S. government-sponsored
agencies or instrumentalities where it is not obligated to do so by
law.

INFORMATION RISK
Key information about an issuer, security or market may be inaccurate
or unavailable.

LEGAL RISK
Lawsuits or other legal proceedings against the issuer of a security
may adversely affect the issuer, the market value of the security, or a
fund's performance.

MANAGEMENT RISK
A strategy which the Adviser or Sub-Adviser uses may fail to produce
the intended results. The particular securities and types of
securities a Fund holds may under perform other securities and types of
securities. There can be no assurance that a Fund will achieve its
investment objective. Certain policies of each Fund which may not be
changed without a shareowner vote are described in the SAI.

OPERATIONAL RISK
Some countries, such as Russia, have less developed securities markets
(and related transaction, registration and custody practices) that
could subject a Fund to losses from fraud, negligence, and delay or
other actions.

POLITICAL RISK
Foreign governments may expropriate assets, impose capital controls or
punitive taxes, or nationalize a company or industry. Any of these
actions could have a severe effect on security

27
<PAGE>
<PAGE>
prices and impair a Fund's ability to bring its capital or income
back to the U.S. Other political risks include economic policy
changes, social and political instability, military action and war.

PORTFOLIO TURNOVER RISK
The Adviser and Sub-Adviser will not consider the portfolio turnover
rate a limiting factor in making investment decisions for a Fund. A
high rate of portfolio turnover (100% or more) involves correspondingly
greater expenses which must be borne by a Fund and its shareowners. It
may also result in higher short-term capital gains that are taxable to
shareowners. See "Financial Highlights" for the Funds' historical
portfolio turnover rates. The Money Market Funds may have high
portfolio turnover, but brokerage commissions are not normally paid on
Money Market instruments. Portfolio turnover is not expected to have a
material effect on the Money Market Funds' net investment income.

PREPAYMENT RISK
This is the risk that an issuer will exercise its right to pay
principal on an obligation held by a Fund earlier than expected. This
may happen when there is a decline in interest rates. These events may
make a Fund unable to recoup its initial investment and may result in a
Fund having to reinvest the proceeds at lower rates reduced yields.

REGULATORY RISK
Governments, agencies or other regulatory bodies may adopt or change
laws or regulations that could adversely affect the issuer, the market
value of the security, or a fund's performance.

SHORT SELLING RISK
When the Adviser anticipates that a security is overvalued it may sell
the security short and borrow the same security from a broker or other
institution to complete the transaction. Later, the security is
purchased and returned to the broker or institution from which the
original security has been borrowed. A fund will incur a loss as a
result of a short sale if the price of the borrowed security increases
between the date of the short sale if the price of the borrowed
security increases between the date of the short sale and the date on
which a fund replaces such security. A fund will realize a gain if the
price declines between those two dates. There is a risk that a fund
will be unable to close out a short position at any particular time or
at an acceptable price. During the time a fund has a short position in
a security it is subject to the risk that the lender will terminate the
loan at any time when a fund is unable to borrow the same security from
another lender, in which a fund may be "bought in" at the price
required to close out the short position. Although a fund's potential
gain in limited to the amount at which it sold a security short, its
potential loss is limited only by the maximum attainable price of the
security less the price at which the security was sold short. Until a
fund replaces a borrowed security, it will maintain daily a segregated
account containing cash, U.S. Government securities, or other liquid
securities such that the amount deposited in the account plus any
amount deposited with the broker or other custodian as collateral will
at least equal the current market value of the security sold short.

TAX CONSEQUENCES
The Market Neutral Fund has the side affect of accelerating the
recognition of gains for tax purposes and increasing the short-term
gain component in the Market Neutral Fund. Short-term gains are
ordinarily taxed to shareholders at ordinary income tax rates,
increasing the amount of taxes payable by shareholders.

28
<PAGE>
<PAGE>

TEMPORARY INVESTMENT RISK
Each of the Funds may, for temporary defensive purposes, invest a
certain percentage of its total assets in cash or various short-term
instruments. In particular, the Government Money Market Fund may from
time to time hold uninvested cash reserves or invest in short-term
taxable money market obligations, and the International Fund may invest
in money market securities denominated in U.S. or foreign currencies.
When a Fund's assets are invested in these instruments, the Fund may
not be achieving its investment objective.

YEAR 2000 PROCESSING RISK
Like other investment companies and financial service providers, each
Fund could be adversely affected if the computer systems used by its
investment adviser (and sub-adviser in the case of the Government Money
Market Fund) and the Funds' 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 to each Fund 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 Funds 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 investment adviser or the Funds' 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 Funds.
Also, companies in which the Funds invest 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.

<PAGE>
<PAGE>
CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable
investment limitation. Risks are indicated for each practice.

KEY TO TABLE:
* Permitted without limitation; does not indicate actual use
20% Represents an investment limitation as a percentage of
TOTAL fund assets; does not indicate actual use
+ Permitted, but not expected to be used to a significant
extent
++ Not permitted

<TABLE>
<CAPTION>
GROWTH DIVIDEND UTILITY SMALL-CAP
FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BORROWING
The borrowing of money from banks to meet redemptions
or for other temporary or emergency purposes. 33-1/3% 33-1/3% 33-1/3% 33-1/3%
- ---------------------------------------------------------------------------------------------------------------------------
FUTURES AND OPTIONS ON FUTURES
Exchange-traded contracts that enable a Fund to hedge
against or speculate on future changes in currency values,
interest rates or stock indexes. Futures obligate a Fund
(or give it the right, in the case of options) to receive or
or make payment at a specific future time based on
those future changes. + + + +
- ---------------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES
Securities of foreign issuers. May include depositary receipts. 25% + 35% 25%
- ---------------------------------------------------------------------------------------------------------------------------
INVESTMENT-GRADE DEBT SECURITIES
Debt securities rated within the four highest grades (AAA/Aaa
through BBB/Baa) by Standard & Poor's or Moody's Rating
Service, and unrated securities of comparable quality. * * * *
- ---------------------------------------------------------------------------------------------------------------------------
NON-INVESTMENT-GRADE DEBT SECURITIES
Debt securities and convertible securities rated below
the fourth-highest grade (BBB/Baa) by Standard &
Poor's or Moody's Rating Service, and unrated securities
of comparable quality. Commonly referred to as junk bonds. 10% 35% 35% 20%
- ---------------------------------------------------------------------------------------------------------------------------
OPTIONS
Instruments that provide a right to buy (call) or sell (put) a
particular security, currency or index of securities at a fixed
price within a certain time period. A fund may purchase or sell
(write) both put and call options for hedging or speculative
purposes. ++ ++ ++ ++
- ---------------------------------------------------------------------------------------------------------------------------
REAL-ESTATE INVESTMENT TRUSTS (REITS)
Pooled investment vehicles that invest primarily in income-
producing real estate or real-estate related loans or interests. 15% 15% ++ 15%
- ---------------------------------------------------------------------------------------------------------------------------
RESTRICTED AND OTHER ILLIQUID SECURITIES
Securities with restrictions on trading, or those not actively
traded. May include private placements and Rule 144A Securities. 15% 15% 15% 15%
- ---------------------------------------------------------------------------------------------------------------------------
SECTOR CONCENTRATION
Investing more than 25% of a fund's net assets in a group
of related industries (market sector). Performance will largely
depend upon the sector's performance, which may differ in
direction and degree from that of the overall stock market.
Financial, economic, business, political and other
developments affecting the sector will have a greater
effect on the fund. ++ ++ 65% ++
- ---------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING
Lending portfolio securities to financial institutions; a fund
receives cash, U.S. government securities or bank letters
of credit as collateral. + + ++ +
- ---------------------------------------------------------------------------------------------------------------------------
SHORT SALES
Selling borrowed securities with the intention of repurchasing
them for a profit on the expectation that the market price will
drop. + + + +

30
<PAGE>
<PAGE>
- ---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
MARKET HIGH-YIELD GOVERNMENT
NEUTRAL INTERNATIONAL BOND MONEY MARKET
FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BORROWING
The borrowing of money from banks to meet redemptions
or for other temporary or emergency purposes. 33-1/3% 33-1/3% 33-1/3% ++
- ---------------------------------------------------------------------------------------------------------------------------
FUTURES AND OPTIONS ON FUTURES
Exchange-traded contracts that enable a Fund to hedge
against or speculate on future changes in currency values,
interest rates or stock indexes. Futures obligate a Fund
(or give it the right, in the case of options) to receive or
or make payment at a specific future time based on
those future changes. + + ++ ++
- ---------------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES
Securities of foreign issuers. May include depositary receipts. + 65% 10% ++
- ---------------------------------------------------------------------------------------------------------------------------
INVESTMENT-GRADE DEBT SECURITIES
Debt securities rated within the four highest grades (AAA/Aaa
through BBB/Baa) by Standard & Poor's or Moody's Rating
Service, and unrated securities of comparable quality. * * * ++
- ---------------------------------------------------------------------------------------------------------------------------
NON-INVESTMENT-GRADE DEBT SECURITIES
Debt securities and convertible securities rated below
the fourth-highest grade (BBB/Baa) by Standard &
Poor's or Moody's Rating Service, and unrated securities
of comparable quality. Commonly referred to as junk bonds. + 20% 100% ++
- ---------------------------------------------------------------------------------------------------------------------------
OPTIONS
Instruments that provide a right to buy (call) or sell (put) a
particular security, currency or index of securities at a fixed
price within a certain time period. A fund may purchase or sell
(write) both put and call options for hedging or speculative
purposes. + ++ ++ ++
- ---------------------------------------------------------------------------------------------------------------------------
REAL-ESTATE INVESTMENT TRUSTS (REITS)
Pooled investment vehicles that invest primarily in income-producing
real estate or real-estate related loans or interests. 15% 15% 15% ++
- ---------------------------------------------------------------------------------------------------------------------------
RESTRICTED AND OTHER ILLIQUID SECURITIES
Securities with restrictions on trading, or those not actively
traded. May include private placements and Rule 144A Securities. 15% 15% 15% 10%
- ---------------------------------------------------------------------------------------------------------------------------
SECTOR CONCENTRATION
Investing more than 25% of a fund's net assets in a group
of related industries (market sector). Performance will largely
depend upon the sector's performance, which may differ in
direction and degree from that of the overall stock market.
Financial, economic, business, political and other developments
affecting the sector will have a greater effect on a Fund. ++ ++ ++ ++
- ---------------------------------------------------------------------------------------------------------------------------

31
<PAGE>
<PAGE>

SECURITIES LENDING
Lending portfolio securities to financial institutions; a fund
receives cash, U.S. government securities or bank letters
of credit as collateral. + + + ++
- ---------------------------------------------------------------------------------------------------------------------------
SHORT SALES
Selling borrowed securities with the intention of repurchasing
them for a profit on the expectation that the market price will
drop. 50% + + ++
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

MANAGEMENT OF THE TRUST

The Trust is organized as a Massachusetts business trust, and is
registered with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Trust
presently offers shares of beneficial interest in eight separate
investment portfolios (each is referred to as a "Fund"). Each Fund is
classified as a diversified open-end management investment company, and
each Fund has its own investment objective and investment policies
designed to fulfill that objective. This is intended to enable the
Trust to meet a wide range of investment needs.

The Trust 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 each of the Fund's performance. The majority of trustees are not
affiliated with the Trust. The Board of Trustees is permitted to issue
an unlimited number of full and fractional shares and to create an
unlimited number of series of shares. In approving the use of a single
combined prospectus, the Trustees considered the possibility that one
Fund might be liable for misstatements in this Prospectus regarding
information concerning another Fund. Information about the Trustees and
executive officers of the Trust may be found in the SAI.

The Funds are not required to hold annual shareholder meetings and, to
avoid unnecessary costs to shareholders, do not intend to do so except
when certain matters, such as a change in their fundamental policies or
election of trustees, must be decided. In addition, the Board of
Trustees shall promptly call a meeting for the purpose of electing or
removing trustees when requested in writing to do so by the shareholders
of any Fund holding at least 10% of the outstanding shares of a Fund
entitled to be cast at such meeting. Each shareholder is entitled to
one vote for each share owned, with each fractional share receiving the
same proportion of a vote. As of August 31, 1998, no person controlled
the Trust, as defined under the 1940 Act.

32
<PAGE>
<PAGE>
Each Fund is managed by Ryback Management, which chooses each Fund's
investments and handles its business affairs. Ryback Management is also
the Administrator, Transfer Agent, and Dividend Disbursing Agent for the
Funds. The Adviser's business address is 7711 Carondelet Avenue, Suite
700, St. Louis, Missouri 63105. The Adviser is registered as an
investment adviser with the Securities and Exchange Commission and the
State of Missouri. Ryback is also registered as a stock transfer agent
with the Securities and Exchange Commission. As of December 31,1998, the
Adviser managed over $2.1 billion of assets.

With regard to the Government Money Market Fund only, the Adviser has
entered into a Subadvisory Agreement with Star Bank, N.A. ("Star Bank"
or the "Subadviser"), a national banking association. The Subadviser
was founded in 1863 and is the largest bank and trust organization of
StarBanc Corporation. Star Bank's expertise in trust administration,
investments and estate planning ranks it among the most predominant
trust institutions in Ohio, with assets of $4.7 billion as of August 31,
1998. Star Bank has managed commingled funds since 1957. As of August
31, 1998, Star Bank managed 13 mutual funds having a market value in
excess of $2.7 billion. As a part of its regular banking operations,
Star Bank may make loans to public companies. Thus, it may be possible
from time to time for the Fund to hold or acquire securities of
companies that are also borrowing clients of Star Bank. Both the
Adviser and the Subadviser believe that any such relationship will not
be a factor in the selection of portfolio securities for the Fund. The
Subadviser's business address is 425 Walnut Street, Cincinnati, Ohio
45202.

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." Each Fund determines the NAV of shares in each Class
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 separately for each 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.

If the 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 Funds 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 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 pursuant to
procedures established by the Trustees.

33
<PAGE>
<PAGE>
The value of foreign securities is converted into U.S. dollars at the
rate of exchange prevailing on the valuation date. Purchases and sales
of foreign securities as well as income and expenses related to such
securities are converted at the prevailing rate of exchange on the
respective dates of such transactions.

Portfolio securities of the Government Money Market Fund are valued on
an amortized cost basis, whereby a security is initially valued at its
acquisition cost. Thereafter, a constant straight-line amortization is
assumed each day regardless of the impact of fluctuating interest rates.
This procedure is designed to stabilize the net asset value per share at
$1.00. Under most conditions, management of the Trust believes that
this will be possible, but there can be no assurance that they can do so
on a continuous basis.

PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES

You may purchase Investor Shares directly from a Fund at the per share
NAV. Institutional investors who have written distribution or service
agreements with the Trust or Ryback may purchase Institutional Shares
directly from a Fund at the per share NAV.

A 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 a Fund. A Fund may
similarly issue Investor Shares in connection with any merger or
consolidation with or acquisition of the assets of any other investment
company or trust.

MINIMUM PURCHASE AMOUNTS

The minimum investments for the Funds are as follows:

For opening a new account:

$2,000 if you are buying Investor Shares of the:
* Dividend Fund,
* Government Money Market Fund, or
* Growth Fund

$3,000 if you are buying Investor Shares of the:
* Utility Fund
* Market Neutral Fund
* Small-Cap Fund
* International Fund
* High-Yield Bond Fund

$250 if you are buying Institutional Shares of any Fund.

$250 for Individual Retirement Accounts invested in any Fund.

34
<PAGE>
<PAGE>
For existing investors opening additional accounts in either Class of
any Fund:

$500 If you maintain the minimum investment in at least one
account.

$250 Where additional accounts in any Fund will be registered as
a Uniform Gift to Minors (UGMA) or a Uniform Transfer to Minors (UTMA).

For subsequent purchases:

$100 If you are buying shares of either Class of any Fund (except
in the case of dividend reinvestment, which has no minimum).

ESTABLISHING A NEW ACCOUNT

In order to establish a new account with any of the Funds, 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

You should direct inquiries regarding any other matter to the post
office box address.

Applications to purchase shares may be rejected by the 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 Fund's policy not to accept applications under circumstances
or in amounts considered disadvantageous for shareholders. Any accounts
opened without a proper social security number or taxpayer
identification number may be liquidated and distributed to the owner(s)
of record on the first business day following the 60th day of
investment, net of the backup withholding tax amount.

<PAGE>
<PAGE>
WITHHOLDING CERTIFICATION

Before a 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. Each 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 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 either Class of any 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 the funds are 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 "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, Star 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.

36
<PAGE>
<PAGE>
By Telephone

If you elect to establish telephone privileges with the Funds 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 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 Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. So long as we follow these
procedures, Ryback and the Funds will not be liable for losses, costs,
or expenses for acting upon your telephone instructions, and Ryback 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 Funds, they may not be modified or canceled. The
Funds 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 "Ryback 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. Certificates are not available for IRA accounts or for
shares in the Government Money Market Fund. You cannot redeem
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 Funds.

When you buy shares of a 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 may be liable to you for any losses arising from
their failure to timely communicate purchase orders to a Fund.

<PAGE>
<PAGE>
A purchase or redemption order made through a Processing Intermediary
will be priced at a 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 a Fund directly. If you
intend to invest in a 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 a Fund. You may make direct purchases or sales of Fund shares
without a sales or redemption charge.

AUTOMATIC INVESTMENT PLAN
(Investor Shares Only)

If you own Investor Shares of the Funds, you may invest a specific
amount of money on an automatic basis by authorizing the Funds 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
(Investor Shares Only)

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 any of the Funds. 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.

38
<PAGE>
<PAGE>
REDEMPTION OF SHARES

You may sell all or any part of your shares to a 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
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
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 Funds are 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 three months;
(2) redemptions for which the proceeds are to be sent to someone
other than the registered shareholder(s) and/or to an
address other than the address of record; or
(3) redemptions for which the proceeds are to be wired and the
wire instructions are different than those previously
submitted.

39
<PAGE>
<PAGE>
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 Funds at (800) 995-7777 to request that the proceeds be
mailed to the you, provided that you have previously established
Telephone Privileges with the Funds and have not requested an address
change in the preceding three months. The Funds reserve the right to
refuse telephone redemptions and may limit the amount involved or the
number of telephone redemptions. IRA accounts may not be redeemed by
telephone.

The Funds will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. If we follow such procedures,
Ryback and the Funds 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

Each Fund other than the Government Money Market 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. This redemption fee was not charged during the fiscal years
ended June 30, 1998, 1997, 1996 or 1995, but was reinstated by the Board
of Trustees of the Trust, effective October 1, 1998. The Funds 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 a Fund directly. You should
read the program materials provided by the Processing Intermediary. A
Processing Intermediary has

<PAGE>
<PAGE>
the responsibility of submitting a redemption request to a 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 a Fund.

DISBURSEMENT METHODS

By Mail

The Funds 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 Funds may postpone the date of payment for redeemed shares, or the
Funds' obligation to redeem their 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 Funds. 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 Funds. Under normal
circumstances, proceeds will be posted to your bank account the evening
of the second business 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 Funds reserve the right to redeem, upon 30 days'
written notice, all of your shares if your account has a NAV of less
than $3,000 ($2,000 in the case of the Dividend Fund, Government Money
Market Fund, and the Growth Fund). 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.

41
<PAGE>
<PAGE>
CHECKING PRIVILEGES
(Government Money Market Fund Only)

Upon request, the Government Money Market Fund will provide each
shareholder who maintains a minimum balance of $5,000 with checks drawn
on the Government Money Market Fund that clear through Star Bank, N.A.,
Cincinnati, Ohio. This privilege does not constitute a banking
function, and owning Government Money Market Fund shares is not
equivalent to a bank checking account. When such a check is presented
for payment, a sufficient number of whole and fractional shares in your
account in the Government Money Market Fund will be redeemed to cover
the amount of the check. Checks may only be written for $500 or more.

If you wish to use this method of redemption you must complete and file
an authorization form which is available upon request. You should
receive an initial supply of checks within three weeks of filing the
form. If you bought the shares to be redeemed by check, the Fund may
delay sending you the proceeds only until such time as it is reasonably
assured that good payment has been collected for the purchase of such
shares, which may be up to 15 days.

The Government Money Market Fund may refuse to honor checks whenever the
right of redemption has been suspended or postponed or whenever the
account is otherwise impaired. The Fund will charge a $15 service fee
when a check is presented to redeem shares of the Government Money
Market Fund in excess of the value of your account in the Government
Money Market Fund. There is no other fee for using checks.

EXCHANGING AN INVESTMENT FROM ONE FUND TO ANOTHER

Subject to any applicable minimum initial investment requirements, you
may exchange Investor Shares or Institutional Shares of one Fund for
Investor Shares or Institutional Shares of any identically registered
other Fund in the Lindner family of funds. Before exchanging shares,
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 Funds reserve the right to limit
the amount and frequency of exchanges between the 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 Fund 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.

42
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<PAGE>
ADDITIONAL INFORMATION ABOUT SHARE EXCHANGES

* The shares of the Fund being acquired must be qualified for
sale in your state of residence.
* If the shares being surrendered for exchange are represented
by a certificate, you must return the certificate to Ryback
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, Ryback will
require evidence satisfactory to it of the authority of the
individual signing the request.
* Under most circumstances, a bank, broker or benefit plan
administrator that owns Institutional Shares of a Fund for
the benefit of participants in a tax qualified retirement
plan (such as a 401(k) Plan) may not permit participants in
such plan to exchange Institutional Shares of a Fund for
Investor Shares of that Fund or any other Fund.

SYSTEMATIC WITHDRAWAL PLAN
(Investor Shares Only)

A systematic withdrawal plan is available to you if you hold Investor
Shares of a Fund whose total account value is at least $15,000 and you
wish to withdraw fixed amounts of money from that 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 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 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.

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INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS")
(Investor Shares Only)

IRAs are available to employed (including self-employed) persons and
their non-employed spouses. All contributions to an IRA Plan are
invested in Investor Shares of the Fund you select. 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.

Star Bank, N.A., serves as 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 Funds 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 Growth Fund, the Market Neutral Fund, the Small-Cap Fund and the
International Fund declare annual dividends from net investment income
each December. The Dividend Fund, the Utility Fund and the High-Yield
Bond Fund distribute substantially all of their net investment income in
quarterly dividends generally declared in March, June, September and
December, within 15 days after the respective record dates. All of
these Funds distribute net realized capital gains, if any, in December.

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Dividends paid by each Class of these Funds are calculated at the same
time and in the same manner, except that the expenses attributable
solely to either the Investor Shares or to the Institutional Shares will
be borne solely by that Class. Institutional Shares receive lower per
share dividends than Investor Shares because of the higher expenses
borne by the Institutional Shares. See "Fund Expenses" and
"Distribution and Service Plan".

For the Government Money Market Fund, at the end of each business day
that the New York Stock Exchange and the Federal Reserve Banks are open,
the Fund's net investment income is declared as a daily dividend to
shareholders. Shareholders receive dividends in additional shares of
the Government Money Market Fund unless they elect to receive cash.
Reinvestment or payment of dividends is done monthly at the NAV of the
Government Money Market Fund on the date made. If you request cash
payment, checks are mailed within five business days after the last day
of each month.

The Funds may declare additional dividends from net investment income
and from net realized capital gains in December. If a Fund declares a
dividend and/or capital gain distribution in October, November, or
December made payable to shareholders of record in such month which is
paid during January of the following year, such distribution is
considered taxable income to the shareholder on December 31 of the year
in which the distribution is declared.

Each Fund automatically reinvests dividends and capital gain
distributions in Fund 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 a 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

Each Fund is not liable for federal income taxes to the extent it
distributes its taxable income. Additionally, each 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 each Fund (whether or not
reinvested in the Fund).

Distributions are taxable as ordinary income to the extent derived from
a 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.

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DIVIDENDS RECEIVED DEDUCTION

Each Fund will furnish, upon request, a confirmation to corporate
shareholders reflecting the amount of dividends which do not qualify for
the 70% dividends received deduction. None of the Government Money
Market Fund's net investment income is expected to be derived from
dividends, therefore, no part of any distribution from that Fund will
be eligible for the dividends received deduction.

OTHER TAX CONSEQUENCES

In addition to the federal income tax consequences described above,
there may be other federal, state or local tax considerations applicable
to the circumstances of a particular investor. You are urged to consult
your tax advisor about the effect of your investment in a Fund on your
tax situation. You should also review with your tax adviser the effect
of investments by the Government Money Market Fund in repurchase
agreements; several states treat the income received by a mutual fund
from repurchase agreements as income from sources other than securities
of the United States Government or its agencies or instrumentalities,
and such income may be subject to state income or intangibles taxes.

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.

DISTRIBUTION AND SERVICE PLAN
(Institutional Shares Only)

For its Institutional Class shares only, each Fund has a Distribution
and Service Plan ("Distribution Plan") pursuant to Rule 12b-1 under the
1940 Act. The Distribution Plan provides that Institutional Shares of
each Fund may pay distribution and other shareholder service related
expenses of up to 0.25% each year of the average net assets allocated to
Institutional Shares.

Because these fees are paid out of the Funds' assets on an ongoing
basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges. Payments
pursuant to the Distribution Plan may be made only to reimburse expenses
incurred during a rolling 12-month period, subject to the annual
limitation.

46
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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

47
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<PAGE>
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as an upper medium grade obligation. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection
of interest and principal payments may be very moderate and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of a
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the security over any long period for
time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic
rating classification from Aaa through B in its corporate bond rating
system. The modifier 1 indicates that the bond being rated ranks in the
higher end of its generic rating; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the bond ranks in the lower
end of its generic rating category.

48
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[BACK COVER]

You can find additional information about the Funds in its Annual and
Semi-Annual Reports to Shareholders and in the Combined 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:
Ryback Management Corporation
CUSTODIANS:
Star Bank, N.A.
The Chase Manhattan Bank
COUNSEL:
Dykema Gossett PLLC
INDEPENDENT AUDITORS:
Deloitte & Touche LLP
TRANSFER AGENT:
Ryback Management Corporation

Investor Shares Ticker Symbols
- --------------- --------------
Lindner Dividend Fund: LDDVX
Lindner Growth Fund: LDNRX
Lindner Utility Fund: LDUTX
Lindner Market Neutral Fund: LD___X
Lindner/Ryback Small-Cap Fund: LDRSX
Lindner International Fund: LDINX
Lindner High-Yield Bond Fund: LDHYX

Institutional Shares do not yet have ticker symbols
Investment Company Act File No. 811-7932

[LOGO] LINDNER FUNDS

PROSPECTUS DATED MARCH 15, 1999

<PAGE>
<PAGE>
PART B

LINDNER INVESTMENTS

COMBINED STATEMENT OF ADDITIONAL INFORMATION

for
INVESTOR SHARES
and
INSTITUTIONAL SHARES
of
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

INVESTOR SHARES
of
LINDNER GOVERNMENT MONEY MARKET FUND

This Combined Statement of Additional Information ("Statement of
Additional Information" or "SAI") is not a Prospectus and should be read
in conjunction with the Lindner Investments (the "Trust") Prospectus
dated March 18, 1999, which incorporates this SAI by reference (i.e.,
legally makes this a part of the Prospectus). Copies of the Prospectus
may be obtained by writing or calling Lindner Investments as shown
below.

The Annual Report of Lindner Investments for the fiscal year ended June
30, 1998, and the Semi-Annual Report for the six months ended December
31, 1998, each of which has been distributed to shareholders of each
Fund pursuant to Section 30(d) of the Investment Company Act of 1940,
are hereby incorporated into this Statement of Additional Information by
reference. Copies of such Reports will be provided without charge to
any person to whom this Statement of Additional Information is sent or
given, except that holders of shares who have otherwise received such
Reports will only be sent additional copies upon request to the Trust.
Any such request should be made by mail to the Trust at 7711 Carondelet,
P.O. Box 11208, St. Louis, Missouri 63105, or by phone to (800) 995-
7777.

March 18, 1999

TABLE OF CONTENTS

PAGE
DEFINITIONS B-1
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS B-2
Income Funds B-2
Growth Funds B-5
Investment Policies and Restrictions B-8
Common Investment Techniques and Types of Securities B-10
General B-17
MANAGEMENT OF THE TRUST B-18
Compensation B-19
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES B-19
INVESTMENT ADVISORY AND OTHER SERVICES B-20
Controlling Persons B-20
Services Provided by Adviser B-21
Adviser Compensation B-21
Transfer Agent B-24
Distribution and Service Plan B-26
Custodians and Independent Auditors B-27
BROKERAGE ALLOCATION B-27
PURCHASE, REDEMPTION AND PRICING OF SECURITIES B-29
All Funds Other Than Government Money Market Fund B-30
Government Money Market Fund B-31
ADDITIONAL PERFORMANCE INFORMATION B-33
All Funds Other Than Government Money Market Fund B-33
Government Money Market Fund B-34
FINANCIAL STATEMENTS B-35
CERTAIN OTHER MATTERS B-36
Liability of Trustees and Others B-36
Description of Series and Shares B-36
Registration Statement B-37

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<PAGE>
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 Agreements" means the Administrative Service Agreements
dated as of May 20, 1996, and April 1, 1998, each of which is between
the Trust and the Adviser, which pertain to the Government Money Market
Fund and the High-Yield Bond Fund, respectively, together with any
amendments.

"Adviser" or "Ryback Management" means Ryback Management Corporation, a
corporation organized and existing under the laws of the State of
Michigan, having its principal offices at 7711 Carondelet Avenue, P.O.
Box 11208, St. Louis, Missouri 63105.

"Advisory Contracts" means the Advisory and Service Contracts dated as
of September 23, 1993, December 29, 1994, and June 28, 1995, and the
Advisory Contracts dated as of May 20, 1996, and April 1, 1998, each of
which is between the Trust and the Adviser, together with any
amendments.

"Agency Agreements" means the Agency Agreement, dated September 23,
1993, as amended, and the Transfer Agency Agreements dated as of May 20,
1996, and April 1, 1998, each of which is between the Trust and Ryback
Management, together with any amendments.

"Class" means either the class of Investor Shares or the class of
Institutional Shares of each Fund other than the Government Money Market
Fund.

"Fund" means each of Lindner Dividend Fund, Lindner Growth Fund, Lindner
Utility Fund, Lindner Market Neutral Fund, Lindner/Ryback Small-Cap
Fund, Lindner International Fund, Lindner High-Yield Bond Fund and
Lindner Government Money Market Fund, each of which has been established
by the Trust a separate series.

"Prospectus" means the Prospectus of the Trust dated March 18, 1999.

"Small-Cap" means a company with a market capitalization of $750 million
or less.

"Trust" means Lindner Investments, a business trust organized and
existing under the laws of the Commonwealth of Massachusetts, having its
principal offices at 7711 Carondelet Avenue, P.O. Box 11208, St. Louis,
Missouri 63105.

"Utilities" means domestic and foreign public utilities, including, but
not limited to, gas, electric, telecommunications, cable television,
water and energy utilities.

"1940 Act" means the federal Investment Company Act of 1940, as amended.

B-1

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

Each Fund is a separate series of Lindner Investments, and each is
classified as an open-end diversified management investment company
under the 1940 Act. The investment objectives of each Fund are
described below. Differences in investment objectives and policies and
practices among the Funds, differences in the degree of acceptable risk,
tax considerations and the judgment of the portfolio manager are among
the factors that can be anticipated to affect the investment return of
each Fund. As a result of such differences, the performance results of
each Fund may differ even though more than one Fund may utilize similar
investment techniques. Each Fund's investment objective is a
fundamental investment policy and may not be changed without the
approval of the holders of a majority of the outstanding shares of each
Fund, which is defined in the 1940 Act to mean the lesser of (a) 67% of
the shares of the Fund at a meeting at which more than 50% of the shares
are present in person or by proxy or (b) more than 50% of the
outstanding shares of the Fund.

INCOME FUNDS

The primary investment objective of four Funds is the production of
current income. In the case of the Dividend Fund and the Utility Fund,
capital appreciation is a secondary objective and, although a factor in
investment decisions, will be sought only in situations in which it is
compatible with this primary objective. The investment objective of the
High-Yield Bond Fund is to produce maximum current income. The
Government Money Market Fund seeks to provide current income with
emphasis on the preservation of capital and liquidity. These Funds are:

LINDNER DIVIDEND FUND. The Dividend Fund will invest in any or all of
the following kinds of securities, named in order of preference, with
each portfolio security designed to yield substantial investment income:
(1) Common stocks paying substantial dividends which the Adviser expects
to be maintained or increased; (2) Preferred stocks or bonds convertible
into common stock; (3) Other preferred stocks or bonds; (4) Debt
securities issued or guaranteed by the United States or its agencies or
instrumentalities; (5) Securities sold by companies or institutional
investors in private placement transactions which qualify as "Rule 144A
Securities"; and (6) Securities issued by real estate investment trusts
("REITs").

Under normal circumstances, dividend-paying common or preferred stocks
will constitute at least 65% of the Dividend Fund's total assets. For
temporary defensive purposes, however, investments in common stocks will
be substantially reduced or eliminated when the Adviser considers market
or economic conditions to be unfavorable for investment in common
stocks. Preferred stocks may be reduced or eliminated when the Adviser
expects long-term interest rates to increase. Under the circumstances
described above, these stock investments will be replaced with bonds or
other debt instruments whose interest rates and maturities are expected
to provide optimum income consistent with some protection of principal.
The Dividend Fund does not intend to purchase securities for short-term
trading purposes, but it will make changes in its portfolio to improve
income or appreciation, without regard to the length of time the
security has been held.

In selecting bonds for investment, the Adviser weighs the current yield
and yield to maturity against the issuer's financial condition and
earnings, but is not limited as to investment quality. A portion of the
Dividend Fund's assets are currently invested in high-yield, high-risk
debt securities (commonly referred to as "junk bonds"). The Dividend
Fund will not invest more than 35% of its

B-2
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total assets in junk bonds at any time, based upon market value at the
time of investment. See "Risk Factors - Common Risks - High Risk/High
Yield, Low-Rated Securities."

LINDNER UTILITY FUND. The Utility Fund will invest in any or all of the
following kinds of securities, named in order of preference, with each
portfolio security intended to yield substantial investment income over
time: (1) Common stocks of domestic and foreign public utilities,
including, but not limited to, gas, electric, telecommunications, cable
television, water and energy utilities ("Utilities"); (2) Preferred
stocks or bonds convertible into common stock issued by Utilities; (3)
Other preferred stocks or bonds issued by Utilities; (4) Common stocks,
preferred stocks and bonds convertible into common stock and other
preferred stocks and bonds issued by companies other than utilities,
including up to 35% of total assets in junk bonds if it believes that
doing so will result in capital appreciation or produce income on idle
cash; (5) Debt securities issued or guaranteed by the United States or
its agencies or instrumentalities; and (6) Securities sold by companies
or institutional investors in private placement transactions which
qualify as Rule 144A Securities.

In accordance with its primary objective of producing current income,
substantially all of the Utility Fund's investments will be income
producing and, under normal circumstances, at least 65% of the Utility
Fund's total assets will be invested in common or preferred stocks
issued by Utilities. Under some circumstances, the Utility Fund may
purchase securities not paying dividends or interest at the time of
purchase in anticipation that the issuer of such securities will begin
or resume the payment of dividends or interest, as the case may be, in
the foreseeable future. For temporary defensive purposes, however,
investments in common stocks may be substantially reduced or eliminated
if the Adviser considers market or economic conditions to be unfavorable
for investment in common stocks and investment in preferred stocks may
be reduced or eliminated if the Adviser expects long-term interest rates
to increase. Under the circumstances described above, these stock
investments will be replaced with bonds or other debt instruments,
including junk bonds (but only up to 35% of total assets), whose
interest rates and maturities are expected to provide optimum income
consistent with the protection of principal. Investments in high-yield
debt securities made for temporary defensive purposes will generally
emphasize those with short-term maturities in order to protect principal
and reduce the Fund's exposure to the price volatility of these types of
debt securities.

LINDNER HIGH-YIELD BOND FUND. To achieve its objective, the High-Yield
Bond Fund invests primarily in high-yielding, high-risk corporate bonds
and notes (often called "junk bonds"), which generally are unrated or
carry lower ratings (Baa or lower by Moody's Investors Service, Inc.
("Moody's") or BBB or lower by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.("S&P")) than those assigned
by S&P or Moody's to investment grade bonds and notes. The Fund may
also invest a portion of its assets in debt securities not paying
current income if the Adviser believes that interest, payments or
dividends on such securities are likely to be restored in the future.
Except for temporary defensive purposes, the Fund will invest at least
65% of the value of its assets in junk bonds. Consistent with its
objective of producing maximum current income, the Fund may invest up to
20% of its total assets in common stocks, convertible or non-convertible
preferred stocks, including non-investment grade preferred stock, and
other securities having the characteristics of equity securities.
Certain preferred stock issues may offer higher yields than similar bond
issues because their rights are subordinated to the bonds. Consequently,
such preferred stock issues will have a greater risk potential.
Investments other than in junk bonds or such equity securities will be
in short-term money market instruments, including certificates of
deposit, commercial paper, securities issued, guaranteed or insured by
the

B-3
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<PAGE>
U.S. Government, its agencies and instrumentalities, and other income
producing cash items. The Fund may invest up to 10% of its total assets
in securities of foreign issuers. Foreign investments may be affected
favorably or unfavorably by changes in currency rates and exchange
control regulations. There may be less information available about a
foreign company than about a U.S. company, and foreign companies may not
be subject to reporting standards and requirements comparable to those
applicable to U.S. companies. Foreign debt securities and their markets
may not be as liquid as U.S. securities and their markets. Securities
of some foreign companies may involve greater market risk than
securities of U.S. companies, and foreign brokerage commissions and
custody fees are generally higher than in the United States.
Investments in foreign debt securities may also be subject to local
economic or political risks, such as political instability of some
foreign governments and the possibility of nationalization of issuers.

LINDNER GOVERNMENT MONEY MARKET FUND. The Government Money Market Fund
seeks to achieve its objective by investing exclusively in United States
dollar denominated obligations. The dollar-weighted average maturity of
the Government Money Market Fund will not exceed 90 days, and all
securities purchased will have a maturity of 397 days or less at the
time of acquisition (except for securities underlying certain repurchase
agreements and certain variable rate and floating rate instruments).
Normally, the Government Money Market Fund will hold securities to
maturity but may dispose of any instrument if the Adviser deems the
action appropriate because of redemption requirements, reduction in
credit quality, a reduction in the instrument's rating, or other
reasons. Even though most securities are expected to be held to
maturity, the fact that they will have maturities of 397 days or less
will result in high portfolio turnover. The Government Money Market
Fund seeks to maintain a constant $1.00 per share net asset value,
although this cannot be assured.

The Government Money Market Fund will invest in short-term securities
issued or guaranteed by the United States Government, its agencies and
instrumentalities and in repurchase agreements secured by such
securities. These include issues of the United States Treasury, such as
bills, notes and bonds, and issues of agencies and instrumentalities of
the U.S. Government which are established under the authority of an Act
of Congress. Issues of such agencies and instrumentalities may include,
for example, securities issued by the Government National Mortgage
Association, the Tennessee Valley Authority, the Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit
Banks, Federal Land Banks, Federal Housing Administration, the Federal
National Mortgage Association, the Federal Home Loan Mortgage
Corporation and the Student Loan Marketing Association. Some of these
securities, such as U.S. Treasury bills, notes and bonds, are supported
by the full faith and credit of the U.S. Treasury; others, such as
obligations of the Federal National Mortgage Association, are not full
faith and credit obligations of the U.S. Treasury but are supported to a
limited extent by the discretionary authority of the U.S. Treasury to
make loans to the issuer; and others, such as securities issued by the
Federal Home Loan Banks, are sponsored by the U.S. Government but are
supported only by the credit of the instrumentality itself. No
assurance can be given that the U.S. Government would provide financial
support to its sponsored instrumentalities if it is not obligated to do
so by law. The Government Money Market Fund will invest in the
securities of such an instrumentality only when it is satisfied that the
credit risk with respect to such instrumentality is minimal. The
Government Money Market Fund does not invest in obligations insured by
the Federal Deposit Insurance Corporation.

B-4<PAGE>
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In pursuit of its investment objective, the Government Money Market Fund
may engage in repurchase agreement transactions, and may from time to
time entirely comprise securities subject to repurchase agreements.
Under the terms of a typical repurchase agreement, the fund will acquire
an underlying debt obligation for a relatively short period (usually not
more than one week) subject to an obligation of the seller to
repurchase, and the fund to resell, the obligation at an agreed-upon
price and time, thereby determining the yield during the holding period.
This arrangement results in a fixed rate of return that is not subject
to market fluctuations during the holding period. Repurchase agreements
are considered loans collateralized by the underlying securities. The
Government Money Market Fund may enter into repurchase agreements with
respect to its portfolio securities with brokers, dealers, and
commercial banks, and will engage in such transactions only with
institutions included on the Federal Reserve System's list of
institutions, commonly referred to as "primary dealers", with whom the
Federal Reserve open market desk will do business. The Government Money
Market Fund will not invest more than 20% of its net assets in
repurchase agreements with any one primary dealer. Under each
repurchase agreement the selling institution will be required to
maintain the value of the securities subject to the repurchase agreement
at not less than 102% of their repurchase price. Repurchase agreements
could involve certain risks in the event of default or insolvency of the
other party, including possible delays or restrictions upon the
Government Money Market Fund's ability to dispose of the underlying
securities. The Adviser, acting under the supervision of the Trustees,
reviews the credit-worthiness of institutions with whom the Government
Money Market Fund enters into repurchase agreements to evaluate these
risks, and also monitors the status of repurchase agreements to insure
that the value of the collateral equals or exceeds 102% of the amount of
the repurchase obligation and in the event of a shortfall takes such
action as it deems appropriate (which may include a demand for
additional collateral from the selling institution and will include such
a demand if the value of the collateral has fallen below 100% of the
amount of the repurchase obligation). This fund may also lend its
portfolio securities to brokers, dealers, and financial institutions
provided that cash or cash equivalent collateral, or letters of credit
to the extent permitted by law, equal to at least 100% of the market
value of the securities loaned, is maintained by the borrower. Any
loans of portfolio securities will be made according to guidelines
established by the Securities and Exchange Commission and the Trust's
Board of Trustees.

GROWTH FUNDS

The primary investment objective of four Funds is growth through capital
appreciation. For each Fund, current income, although a factor in
portfolio selection, is secondary to its primary objective. These Funds
are:

LINDNER GROWTH FUND. The Growth Fund will invest substantially all its
assets in common stocks or securities convertible into common stocks,
without regard to quality or rating. Derivative securities, such as
warrants, will not be purchased but may be retained if they are received
as distributions from the issuers of securities held by the Growth Fund.
The Growth Fund may also invest to a limited degree in (i)
nonconvertible preferred stocks and debt securities without regard to
quality or rating (but the Growth Fund will not invest more than 10% of
its total assets in junk bonds at any time), (ii) Rule 144A Securities
and (iii) securities issued by REITs. For temporary defensive purposes,
when the Adviser considers market or economic conditions to be
unfavorable to investments in common stocks, the Growth Fund may invest
all or any portion of its assets for defensive purposes in short-term
United States Government securities or other short-term debt

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securities, including junk bonds. Such unfavorable conditions
particularly include interest rate levels or stock price-to-earnings
ratios in excess of historical norms.

LINDNER MARKET NEUTRAL FUND. The investment objective of the Market
Neutral Fund is long-term capital appreciation in both bull and bear
markets while maintaining minimal exposure to general equity market risk
by taking long positions in equity securities that the Adviser has
identified as undervalued and short positions in such equity securities
that the Adviser has identified as overvalued. The Market Neutral Fund
will invest substantially all of its assets in (a) common stocks issued
by U.S. companies and securities convertible into common stocks, without
regard to quality or rating; (b) short positions in common stocks issued
by U.S. companies and securities convertible into common stocks; (c) to
a limited degree, non-convertible preferred stocks and debt securities
without regard to quality or rating; (d) debt obligations issued by the
United States Government, its agencies and instrumentalities; and (e)
securities issued in unregistered private placements that may only be
sold to qualified institutional investors ("Rule 144A Securities")

The Market Neutral Fund attempts to invest in securities of companies
that the Adviser believes are individually undervalued or that are in
industry groups or segments it believes to be undervalued or out of
favor, and also to sell short securities of companies the Adviser
believes individually to be overvalued or in industry groups or segments
it believes to be overvalued. By taking long and short positions in
different securities with similar characteristics, the Market Neutral
Fund attempts to cancel out the effect of the general stock market
movements on the Fund's performance. The Adviser will determine the
size of each long and short position in analyzing the tradeoff between
the attractiveness of each position and its impact on the risk of the
overall portfolio. The Fund seeks to construct a diversified portfolio
that has minimal net exposure to the U.S. equity market generally and
certain other risk factors.

The Market Neutral Fund's performance objective is to achieve a total
return in excess of the total return on the 3-month U.S. Treasury Bill.
The Market Neutral Fund's performance is not expected to correlate with
the direction of any major U.S. stock market or any general stock market
index. However, the Market Neutral Fund is different from an investment
in 3-month U.S. Treasury Bills because U.S. Treasury Bills are backed by
the full faith and credit of the U.S. Government, have a fixed rate of
return and a short duration and have no risk of losing capital.

LINDNER/RYBACK SMALL-CAP FUND. The Small-Cap Fund intends to invest
substantially all its assets in common stocks or securities convertible
into common stocks, and will invest at least 65% of its total assets in
companies with a market capitalization of not more than $750 million.
Market capitalization means the total market value of a company's
outstanding common stock.

The Small-Cap Fund may invest in any or all of the following kinds of
securities: (1) Common stocks or securities convertible into common
stocks; (2) Non-convertible preferred stocks or bonds without regard to
quality or rating; (3) Debt securities issued or guaranteed by the
United States or its agencies or instrumentalities; (4) Securities sold
by companies or institutional investors in private placement
transactions which qualify as Rule 144A Securities; and (5) Securities
issued by REITs which are listed on a national securities exchange or
eligible to be quoted in the Nasdaq Stock Market. Derivative
securities, such as warrants, will not be purchased but may be retained
if they are received as distributions from the issuers of securities
held by the Small-Cap Fund. Under temporary market or economic
conditions which the Adviser considers unfavorable to

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<PAGE>
investments in common stocks, the Small-Cap Fund may invest all or any
portion of its assets for defensive purposes in short-term United States
government securities. As among the several categories of investments
described above, the Small-Cap Fund may invest up to 20% of its assets
in bonds and other forms of debt securities including junk bonds, if it
believes that doing so will result in capital appreciation or income on
idle cash. See "Risk Factors - Common Risks - High-Risk/High-Yield,
Low-Rated Securities."

LINDNER INTERNATIONAL FUND. The International Fund intends to
ordinarily invest at least 65% of its total assets in common stocks and
securities convertible into or exchangeable for common stocks of
companies that are organized and have their principal business
activities and interests outside the United States. The International
Fund will invest only in convertible securities that are rated "B" or
better by Standard and Poor's Ratings Group or Moody's Investors
Service, Inc. (or if unrated, those deemed by the Adviser to be of
comparable quality). The International Fund will not invest more than
20% of total assets in convertible securities that are rated below
investment grade or, if unrated, are deemed by the Adviser to be below
investment grade (i.e., junk bonds), based on market value at the time
of investment. The International Fund intends to be widely diversified
across securities of many corporations located in three or more foreign
countries. The International Fund will invest in emerging markets which
may not yet fully reflect the potential of the developing economy.
There are no prescribed limits on geographic asset distribution and the
International Fund has the authority to invest in securities traded in
securities markets of any country in the world. In appropriate
circumstances, such as when a direct investment by the International
Fund in the securities of a particular country cannot be made, or when
the securities of another investment company are more liquid than its
underlying portfolio securities, the International Fund may, consistent
with the provisions of the 1940 Act, invest in the securities of
closed-end investment companies that invest in foreign securities. As a
shareholder of another investment company, the International Fund may
indirectly bear advisory and service fees that are in addition to the
fees the International Fund pays to its Adviser and other service
providers.

The International Fund intends to invest principally in the securities
of financially strong companies that are believed to present
opportunities for growth within expanding international economies and
markets through increased earning power and improved utilization or
recognition of assets. Investment may be made in equity securities of
companies of any size, whether or not traded on a recognized securities
exchange. It may invest in companies whose earnings are believed by the
Adviser to be in a relatively strong growth trend, or in companies in
which significant further growth is not anticipated but whose market
value is thought by the Adviser to be undervalued. It may invest in
small and relatively less well-known companies, which may have more
restricted product lines or more limited financial resources than
larger, more established companies and may be more severely affected by
economic downturns or other adverse developments. Trading volume of
these companies' securities may also be low and their market values
volatile.

Although it is the policy of the International Fund to purchase and hold
securities for capital appreciation, changes in the portfolio of the
International Fund generally will be made whenever its portfolio manager
believes they are advisable. Portfolio changes may result from
liquidity needs, securities having reached a price or yield objective,
anticipated changes in interest rates or the credit standing of an
issuer, or by reason of economic or other developments not foreseen at
the time of the investment decision. Because the investment changes
usually will be made without reference to the length of time a security
has been held, a significant number of short-term transactions may
result.

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To a limited extent, the International Fund may engage in short-term
transactions if such transactions further its primary investment
objective. The International Fund may sell one security and
simultaneously purchase another of comparable quality or simultaneously
purchase and sell the same security to take advantage of short-term
differentials in bond yields or otherwise purchase individual securities
in anticipation of relatively short-term price gains. The rate of
portfolio turnover will not be a determining factor in the purchase and
sale of such securities, and the portfolio turnover rate of the
International Fund may exceed 100%, which is higher than most equity
mutual funds. However, the Adviser does not expect the annual portfolio
turnover rate of the International Fund to exceed 150%. To the extent
short-term trading results in the realization of short-term capital
gains, shareholders will be taxed on such gains at ordinary income tax
rates. However, certain tax rules may restrict the International Fund's
ability to sell securities in some circumstances when the security has
been held for less than three months. Increased portfolio turnover
necessarily results in correspondingly higher costs including brokerage
commissions, dealer mark-ups and other transaction costs on the sale of
securities and reinvestment in other securities, and may result in the
acceleration of taxable gains.

For temporary defensive purposes, when the Adviser considers market or
economic conditions to be unfavorable to investments in common stocks,
the International Fund may invest all or any portion of its assets for
defensive purposes in short-term United States government securities or
in short-term foreign government, government agency and in other
government entity securities as well as other investment grade
short-term securities, including repurchase agreements.

INVESTMENT POLICIES AND RESTRICTIONS

Fundamental Investment Policies and Restrictions

The following investment policies and restrictions are matters of
fundamental policy and may not be changed without the approval of the
holders of the lesser of (a) 67% of the shares of the Fund at a meeting
at which more than 50% of the shares are present in person or by proxy
or (b) more than 50% of the outstanding shares of the Fund.

1. Each Fund may borrow money from banks of up to 5% of net
assets for temporary or emergency purposes, and not for
investment leveraging. Each Fund, other than the
Government Money Market Fund, may borrow money or issue
senior securities and use such borrowings for investment
purposes in amounts up to 33 1/3% of its total assets at the
time of a borrowing (including the amounts borrowed), and
pledge its assets to the extent required by any lender or
holder of senior securities (including purchases of
securities on margin). However, as a non-fundamental
operating policy, the Board of Trustees has imposed a
restriction on such borrowings of not more than 5% of a
Fund's total assets. This operating restriction may be
changed by the Board of Trustees without approval or action
by the shareholders of the affected Fund or Funds.

2. The Funds will not underwrite securities of other issuers,
except when a Fund may be deemed to be an underwriter as
defined in the Securities Act of 1933 in connection with the
disposition of a restricted security or a Rule 144A
security.

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3. None of the Funds will invest more than 25% of its total
assets in securities issued by companies in the same
industry, except that the Utility Fund under normal
circumstances will invest at least 65% of its total assets
in securities issued by Utilities, and the Dividend Fund may
invest up to 40% of its total assets in securities issued by
electric and gas utilities.

4. None of the Funds will purchase or sell commodities or
commodity contracts.

5. None of the Funds will purchase or sell interests in real
estate (including limited partnership interests) or
interests in real estate mortgage loans, except that each
Fund other than the Utility Fund and the Government Money
Market Fund may invest up to 15% of its total assets in
securities representing interests in real estate investment
trusts ("REITs") whose shares are listed for trading on a
national securities exchange or eligible to be quoted in the
Nasdaq Stock Market.

6. The Funds will not make loans to other persons, other than
loans of portfolio securities. For purposes of this
restriction, the purchase of notes, bonds or other evidence
of indebtedness, or the entry into repurchase agreements are
not considered loans.

7. None of the Funds will purchase illiquid securities in
excess of 15% of net assets (10% of net assets in the case
of the Government Money Market Fund) at the time of
purchase, or securities whose sale would not be permitted
without registration under the Securities Act of 1933 (the
"1933 Act"), other than securities qualifying as Rule 144A
Securities under the 1933 Act. For purposes of this
restriction, illiquid securities include indebtedness of
companies originally incurred in connection with a loan from
a bank, insurance company or other financial institution,
mortgage derivative Interest Only securities and repurchase
agreements with maturities of more than seven days.

8. The Dividend Fund, Growth Fund, Utility Fund, Small-Cap
Fund, Market Neutral Fund and International Fund will not
invest more than 25% of their total assets in Rule 144A
Securities, and the High-Yield Bond Fund will not invest
more than 15% of its total assets in Rule 144A Securities.
The Government Money Market Fund will not invest in Rule
144A Securities.

9. None of the Funds will purchase securities of any issuer if
immediately thereafter more than 5% of its total assets at
market would be invested in the securities of any one
issuer, other than the U.S. Government, its agencies or
instrumentalities.

Operating (Non-Fundamental) Investment Policies and Restrictions

The following investment policies and restrictions have been approved by
the Board of Trustees as operating policies, which mean that the Board
of Trustees may change any or all of these policies without a vote or
approval by the shareholders of the Fund or Funds affected by the policy
or restriction:

1. None of the Funds other than the Market Neutral Fund will
make short sales of securities unless at the time of such
short sale the Fund owns or has the right to

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<PAGE>

acquire, as the result of the ownership of convertible or
exchangeable securities or a pending merger or acquisition
(and without payment of additional consideration) an
approximately equal amount of such securities that it will
retain so long as the Fund is in a short position. If such
a pending merger or acquisition does not occur, or if a Fund
disposes of such convertible or exchangeable securities, the
Fund will cover the short position at the soonest possible
time consistent with prudence. The Market Neutral Fund
intends to make short sales even if it does not own or have
the right to acquire the underlying security.

2. None of the Funds other than the Market Neutral Fund will
purchase put or call options or any combinations thereof.

COMMON INVESTMENT TECHNIQUES AND TYPES OF SECURITIES

HIGH-RISK, HIGH-YIELD, LOWER-RATED DEBT SECURITIES ("JUNK BONDS"). All
of the Funds other than the Government Money Market Fund anticipate that
a portion of their assets will be invested in lower-rated,
high-yield/high-risk securities rated BB or lower by S&P or Ba or lower
by Moody's that have poor protection of payment of principal and
interest. See the Appendix to the Prospectus for a description of
these ratings. These securities often are considered to be speculative
and 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 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.

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* 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 Funds. In considering investments for
the Funds, the Adviser attempts to identify those issuers of junk bonds
whose financial condition is adequate to meet future obligations, has
improved, or is expected to improve in the future. The Adviser's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer. In addition, the
Funds may chose, at their expense or in conjunction with others, to
pursue litigation or otherwise exercise their rights as holders of debt
securities if they determine this course of action to be in the best
interest of their shareholders.

FOREIGN INVESTMENTS. Foreign investments can involve significant risks
in addition to the risks inherent in U.S. investments. The value of
securities denominated in or indexed to foreign currencies, and of
dividends and interest from such securities, can change significantly
when foreign currencies strengthen or weaken relative to the U.S.
dollar. Foreign securities markets generally have less trading volume
and less liquidity than U.S. markets, and prices on some foreign markets
can be highly volatile. Many foreign countries lack uniform accounting
and disclosure standards comparable to those applicable to U.S.
companies, and it may be more difficult to obtain reliable information
regarding an issuer's financial condition and operations. In addition,
the costs of foreign investing, including withholding taxes, brokerage
commissions, and custodial costs, are generally higher than for U.S.
investments.

Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers, brokers, and securities markets may be
subject to less government supervision. Foreign security trading
practices, including those involving the release of assets in advance of
payment, may involve

B-11

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<PAGE>
increased risks in the event of a failed trade or the insolvency of a
broker-dealer, and may involve substantial delays. It also may be
difficult to enforce legal rights in foreign countries.

Foreign investing also involves political and economic risks. Foreign
investments may be adversely affected by actions of foreign governments,
including exploration or nationalization of assets, confiscatory
taxation, restrictions on U.S. investment or on the ability to
repatriate assets or convert currency in to U.S. dollars, or other
government intervention. There may be a greater possibility of default
by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic, or social instability, military action or unrest, or adverse
diplomatic developments. No assurance can be given that the Adviser
will be able to anticipate or counter these potential events.

These risks generally are magnified by investments in developing
countries. Developing countries may have relatively unstable
governments, economies based only a few industries, and securities
markets that trade a small number of securities. The Funds may invest
in foreign securities that impose restrictions on transfer within the
U.S. or to U.S. persons. Although securities subject to transfer
restrictions may be marketable abroad, they may be less liquid than
foreign securities of the same class that are not subject to such
restrictions. American Depository Receipts and European Depository
Receipts ("ADRs" and "EDRs") are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a banker or similar
financial institution. Designed for use in U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies. For
example, any of the Funds other than the Government Money Market Fund
may, and currently the International Fund and the Utility Fund intend to
invest in securities issued by companies organized under the laws of the
Russian Federation ("Russia"), either by purchasing such securities
directly, by purchasing ADRs or EDRs, or by purchasing fractional
undivided interests in offshore trusts that invest in such securities.
There are additional risks associated with investing in securities of
Russian issuers, including the lack of available financial information
which has been prepared and audited in accordance with U.S. or Western
European accounting principles and auditing standards, the extremely
volatile and often illiquid nature of the secondary market for Russian
securities, the lack of any modern system of certification for Russian
securities and the somewhat precarious "book entry" system that exists
for recording ownership of Russian securities (which may adversely
effect a person's ability to prove ownership of good title to Russian
securities), and the potential for unfavorable action by the Russian
government or any of its agencies or political subdivisions with respect
to investments in Russian securities by or for the benefit of foreign
(i.e., non-Russian) entities.

Under normal circumstances, the International Fund expects to invest at
least 65% of its total assets in foreign securities. For the Utility
Fund, holdings in foreign securities will be limited to 35% of total
assets, including a limit of 10% of total assets in securities primarily
traded in the markets of any one country. As operating policies, the
Growth Fund and the Small-Cap Fund may invest up to 25% of total assets
in foreign securities, and the High-Yield Bond Fund may invest up to 10%
of total assets in foreign securities; however, these limitations are
not fundamental policies and may be changed without the consent of the
holders of the majority of the Fund's outstanding voting securities.

SECURITIES LENDING. Each of the Funds, other than the Utility Fund and
the Government Money Market Fund, may lend securities to parties such as
broker-dealers, banks, or institutional

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investors. The Funds will retain ownership of the securities loaned
and, at the same time will earn additional income. Because there may be
delays in the recovery of securities loaned, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties whose credit-worthiness is deemed satisfactory by
the Adviser. In addition, securities loans will only be made if, in the
judgment the Adviser, the consideration to be earned from such loans
would justify the risk. The Utility Fund and the Government Money
Market Fund may not lend portfolio securities to others.

The Adviser understands that it is the current view of the SEC staff
that the Funds may engage in securities loan transactions only under the
following conditions: (1) the Funds must receive 100% collateral in the
form of cash, cash equivalents (e.g., U.S. Treasury bills or notes) or
other high grade liquid debt instruments from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) exceeds the value of the
collateral; (3) after giving notice, the Funds must be able to terminate
the loans at any time; (4) the Funds must receive reasonable interest on
the loans or flat fees from the borrower, as well as amounts equivalent
to any dividends, interest, or other distributions on the securities
loans and to any increase in market value; (5) the Funds may pay only
reasonable custodian fees in connection with the loans; and (6) the
Board of Trustees must be able to vote proxies on the securities loaned,
either by terminating the loans or by entering into alternative
arrangements with the borrower. Cash received through loan transactions
may be invested in any security in which the Funds are authorized to
invest. Investing this cash subjects that investment, as well as the
security loaned, to market risks.

LEVERAGE. As described above, each Fund other than the Government Money
Market Fund has the ability to borrow money and use the borrowings for
investment purposes ("leverage"). Leveraging creates an opportunity for
increased net income and capital appreciation but, at the same time,
creates special risk considerations. For example, leveraging may
exaggerate changes in the net asset value of a Fund's shares and in the
yield on a Fund's portfolio. Although the principal of such borrowings
will be fixed, a Fund's assets may change in value during the time the
borrowing is outstanding. Leveraging will create interest expense for
the Fund which can exceed the income from the assets retained. To the
extent the income derived from securities purchased with borrowed funds
exceeds the interest a Fund will have to pay, the Fund's net income will
be greater than if leveraging were not used. Conversely, if the income
from the assets retained with borrowed monies is not sufficient to cover
the cost of leveraging, the net income of the Fund will be less than if
leveraging were not used, and therefore the amount available for
distribution to stockholders as dividends will be reduced.

Borrowing may not exceed the limits established from time to time by the
Board of Trustees. If, due to market fluctuations or other reasons, a
Fund must sell securities to repay borrowings, the Fund may have to do
so at a time when it is disadvantageous.

ILLIQUID INVESTMENTS. Each Fund other than the Government Money Market
Fund may invest a portion of assets in illiquid investments. Illiquid
investments are investments that cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, the Adviser
determines the liquidity of investments and, through reports from the
Adviser, the Board monitors trading activity in illiquid investments.
In determining the liquidity of investments, the Adviser may consider
various factors, including (i) the frequency of trades and quotations,
(ii) the number of dealers and prospective

B-13<PAGE>
<PAGE>
purchasers in the marketplace, (iii) dealer undertakings to make a
market, (iv) the nature of the security (including any demand or tender
features), and (v) the nature of the marketplace for trades (including
the ability to assign or offset a Fund's rights and obligations relating
to the investment). Investments currently considered to be illiquid
include over-the-counter options, non-government stripped fixed-rate
mortgage-backed securities, Interest Only mortgage derivative securities
and any other restricted or foreign securities determined by the Adviser
to be illiquid. However, with respect to any OTC options that the
Bulwark Fund writes, all or a portion of the value of the underlying
instrument maybe illiquid depending on the assets held to cover the
option and the nature and terms of any agreement the Bulwark Fund may
have to close out the option before expiration. In the absence of
market quotations, illiquid investments are priced at fair value as
determined in good faith by the Board of Trustees. If through a change
in values, net assets, or other circumstances, a Fund were in a position
where more than the permitted percentage of its net assets were invested
in illiquid securities, it would seek to take appropriate steps to
protect liquidity.

REPURCHASE AGREEMENTS. The Funds may invest in repurchase agreements.
A repurchase agreement involves the purchase of a security by a Fund and
a simultaneous agreement (generally by a bank or dealer) to repurchase
that security back from the fund at a specified price and date or upon
demand. This technique offers a method of earning income on idle cash.
The repurchase agreement is effectively secured by the value of the
underlying security. A risk associated with repurchase agreements is
the failure of the seller to repurchase the securities as agreed, which
may cause the Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market.
In the event of bankruptcy or insolvency of the seller, a Fund may
encounter delays and incur costs in liquidating the underlying security.
As an operating policy, the Funds will not invest in repurchase
agreements maturing in more than seven days.

SHORT SALES. The Market Neutral Fund will seek to neutralize the
exposure of its long equity positions to general equity market risk and
to realize additional gains through shorts sales. Short sales are
transactions in which the Market Neutral Fund sells a security it does
not own in anticipation of a decline in the value of that security
relative to the long positions held by the Market Neutral Fund. To
complete such a transaction, the Market Neutral Fund must borrow the
security to make delivery to the buyer. The Market Neutral Fund then is
obligated to replace the security borrowed by purchasing it at the
market price at or prior to the time of replacement. The price at such
time may be more or less than the price at which the security was sold
by the Market Neutral Fund. Until the security is replaced, the Market
Neutral Fund is required to repay the lender any dividends or interest
that accrue during the period of the loan. To borrow the security, the
Market Neutral Fund also may be required to pay a premium, which would
increase the cost of the security sold. The net proceeds of the short
sale will be retained by the broker (or by the Market Neutral Fund's
custodian in a special custody account), to the extent necessary to meet
margin requirements, until the short position is closed out. The Market
Neutral Fund also will incur transaction costs in effecting short sales.

Short sales have certain special risks associated with them. For
example, the Market Neutral Fund will incur a loss as a result of the
short sale if the price of the security increases between the date of
the short sale and the date on which the Market Neutral Fund replaces
the borrowed security. There can be no assurance that the Market
Neutral Fund will be able to close out the position at any particular
time or at an acceptable price. The Market Neutral Fund will realize a
gain if the security declines in price between those dates. The amount
of any gain will be decreased, and the

B-14
<PAGE>
<PAGE>
amount of any loss increased, by the amount of the premium, dividends,
interest or expenses the Market Neutral Fund may be required to pay in
connection with a short sale. Although the Fund's gain is limited to
the amount at which it sold a security short, less the price of the
borrowed security, the Fund's loss is potentially unlimited, since the
price of a security sold short could theoretically rise indefinitely.

Until the Market Neutral Fund replaces a borrowed security in connection
with short sales, the Market Neutral Fund will: (a) maintain daily a
segregated account containing cash or U.S. Government securities, at
such a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the current
value of the security sold short and (ii) the amount deposited in the
segregated account plus the amount deposited with the broker as
collateral will not be less than the market value of the security at the
time it was sold short; or (b) otherwise cover its short position.

In addition, the Dividend Fund, Growth Fund, Small-Cap Fund, Utility
Fund, International Fund and the Market Neutral Fund also may make short
sales "against the box," which occurs when a security identical to one
owned by the Fund is borrowed and sold short. If a Fund enters into a
short sale against the box, it is required to segregate securities
equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and is
required to hold such securities while the short sale is outstanding. A
Fund will incur transaction costs, including interest, in connection
with opening, maintaining, and closing short sales against the box.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a 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). Options have various types of underlying
instruments, including specific securities, indices of securities
prices, and futures contracts. The Fund may terminate its position in a
put option it has purchased by allowing it to expire or by exercising
the option. If the option is allowed to expire, the Fund will lose the
entire premium it paid. If the Fund exercises the option, it completes
the sale of the underlying instrument at the strike price. The Fund
also may terminate a put option position by closing it out in the
secondary market at its current price, if a liquid secondary market
exists.

The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of purchasing
the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in
potential price increases of the underlying instrument with risk limited
to the cost of the option if security prices fall. At the same time,
the buyer can expect to suffer a loss if the underlying prices do not
rise sufficiently to offset the cost of the option.

WRITING PUT AND CALL OPTIONS. When a Fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the Fund assumes the obligation to
pay the strike price for the option's underlying instrument if the other
party to the

B-15<PAGE>
<PAGE>
option chooses to exercise it. The Fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the Fund has written, however, the
Fund must continue to be prepared to pay the strike price while the
option is outstanding, regardless of price changes, and must continue to
segregate assets to cover its position.

If the underlying prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the premium
it received. If security prices remain the same over time, it is likely
that the writer also will profit, because it should be able to close out
the option at a lower price. If the underlying prices fall, the put
writer would expect to suffer a loss. This loss should be less than the
loss from purchasing the underlying instrument directly, however,
because the premium received for writing the option should mitigate the
effects of the decline.

Writing a call option obligates a Fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of
the option. The characteristics of writing call options are similar to
those of writing put options, except that writing calls generally is a
profitable strategy if the underlying prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the
effects of a price decline. At the same time, because a call writer
must be prepared to deliver the underlying instrument in return for the
strike price, even if its current value is greater, a call writer gives
up some ability to participate in the underlying price increases.

COMBINED POSITIONS. A Fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, a Fund may purchase a put option and write a
call option on the same underlying instrument, in order to construct a
combined position whose risk and return characteristics are similar to
selling a futures contract. Another possible combined position would
involve writing a call option at one strike price and buying a call
option at a lower price, in order to reduce the risk of the written call
option in the event of a substantial price increase. Because combined
options positions involve multiple trades, they result in higher
transaction costs and may be more difficult to open and close out.

CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a Fund's
current or anticipated investments exactly. A Fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which it typically invests, which involves a risk that the options or
futures position will not track the performance of its other
investments.

LIQUIDITY OF OPTIONS. No assurance can be given that a liquid secondary
market will exist for any particular options at any particular time.
Options may have relatively low trading volume and liquidity if their
strike prices are not close to the underlying security'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 for a Fund 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 a Fund to continue to hold a position until

B-16
<PAGE>
<PAGE>
expiration regardless of changes in its value. As a result, a Fund's
access to other assets held to cover its options or futures positions
also could be impaired.

OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of over-the-counter options (i.e.,
options not traded on exchanges) ("OTC options"), generally are
established through negotiation with the other party to the option
contract. While this type of arrangement allows a Fund greater
flexibility to tailor an option to its needs, OTC options generally
involve greater credit risk than exchange-traded options, which are
guaranteed by the clearing organization of the exchanges where they are
traded. The risk of illiquidity also is greater with OTC options, since
these options generally can be closed out only by negotiation with the
other party to the option.

ASSET COVERAGE FOR OPTIONS POSITIONS. A Fund must comply with
guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures by mutual funds, and if the
guidelines so require will segregate cash and appropriate high-grade
liquid debt assets in the amount prescribed. Segregated securities
cannot be sold while the futures or option strategy is outstanding,
unless they are replaced with other suitable assets. As a result, there
is a possibility that segregation of a large percentage of a Fund's
assets could impede portfolio management or a Fund's ability to meet
redemption requests or other current obligations.

GENERAL

There is no assurance that a Fund will meet its investment objective or
that there will not be substantial losses in any given investment.
Also, at anytime, the value of a Fund's shares may be more or less than
an investor's cost. Under normal circumstances, each Fund's portfolio
turnover rate is anticipated to be less than 75% per year, except that
the International Fund is expected to exceed 100% per year (but the
Adviser does not expect this rate to exceed 150% per year).

B-17

<PAGE>
<PAGE>
MANAGEMENT OF THE TRUST

The Officers and Trustees of the Trust are listed below, together with
information regarding their principal business occupations during at
least the past five years and their ages. Each of the Trustees of the
Trust was elected as a trustee at the inception of the Trust in 1993 and
has served continuously since that date. Trustees who are "interested
persons" of the Trust, as defined in Section 2(a)(19) of the 1940 Act,
are indicated with an asterisk.

<TABLE>
<CAPTION>
POSITION(S)
HELD WITH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
Doug T. Valassis*, 46 Chairman Chairman and Trustee of the Trust. Chairman, a
520 Lake Cook Road of the Director and Treasurer of the Adviser since 1993.
Suite 380 Board and President of Franklin Enterprises, Inc., a private
Deerfield, IL 60015 Trustee investment firm, for more than five years.

Eric E. Ryback*, 46 President President and Trustee of the Trust. President and
7711 Carondelet Ave. and Trustee a Director of the Adviser since 1993. Prior to
Suite 700 1993, Mr. Ryback was Vice President of Lindner
St. Louis, MO 63105 Fund, Inc. ("LFI") and Lindner Dividend Fund, Inc.
("LDFI") and Vice President of Lindner Management
Corporation ("LMC"), the investment adviser to LFI
and LDFI.

Robert A. Lange, 54 Senior Vice Senior Vice President of the Adviser since 1993.
7711 Carondelet President Prior to 1993, Mr. Lange was a Senior Vice
Suite 700 President of LFI, LDFI and LMC.
St. Louis, MO 63105

Brian L. Blomquist, 39 Admin. Vice Executive Vice President of Adviser since 1995 and
7711 Carondelet Ave. President, Assistant Secretary of Adviser since 1994. Prior
Suite 700 Secretary and to 1993, Mr. Blomquist served as Vice President--
St. Louis, MO 63105 Treasurer Operations and Secretary of LFI and LDFI.

Robert L. Byman, 53 Trustee Partner in the law firm of Jenner & Block, Chicago,
Jenner & Block Illinois, for more than five years.
One IBM Place
Chicago, IL 60611

Terrence P. Fitzgerald, 43 Trustee Vice President, Development Director, The Mills
2407 Stryker Avenue Corporation, since 1996. Senior counsel, The May
Vienna, VA 22181 Department Stores from 1993 until 1995.

Marc P. Hartstein, 45 Trustee Director--Industry Development of Anheuser-Busch,
3 Middlebrook Lane Inc. Also owns Hart Communications, a research
St. Louis, MO 63141 strategic planning and image development firm.

B-18
<PAGE>
<PAGE>

Peter S. Horos, 50 Trustee Investment Manager, Allstate Life Insurance
All State Company, Northbrook, Illinois, for more than five
3075 Sanders Road years.
Northbrook, IL 60062

Donald J. Murphy, 55 Trustee President of Murcom Financial, Ltd., a private
141 Jackson Blvd. investment firm, for more than five years.
Chicago, IL 60604

Dennis P. Nash, 47 Trustee Vice President, Nellis Feed Company, a feed
Nellis Feed Company ingredient broker, for more than five years.
899 Skokie Blvd.
Northbrook, IL 60062
</TABLE>

COMPENSATION

During the fiscal year ended June 30, 1998, Trustees of Lindner
Investments received the following compensation from the Trust, which is
the only group of mutual funds managed by the Adviser:

<TABLE>
<CAPTION>
AGGREGATE REMUNERATION
NAME AND CAPACITY IN WHICH RECEIVED FROM THE TRUST
REMUNERATION WAS RECEIVED WITH RESPECT TO ALL FUNDS
------------------------- -------------------------
<S> <C>
Robert L. Byman, Trustee $12,125
Terrence P. Fitzgerald, Trustee 10,900
Marc P. Hartstein, Trustee 12,125
Peter S. Horos, Trustee 12,125
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
</TABLE>

There are no pension or retirement benefit plans or programs in effect
for Trustees of the Trust. No officers of the Trust receive any
remuneration from the Trust.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Shareholders of each Fund will vote by series except as otherwise
required by the 1940 Act. Matters affecting an individual series
include, but are not limited to, the investment objectives, policies and
restrictions of that series. Shares have no subscription, preemptive or
conversion rights. Shares do not have cumulative voting rights when
voting on the election of Trustees. Therefore, the holders of more than
50% of the aggregate number of shares of all series of the Trust may
elect all the Trustees. The shares of each Fund other than the
Government Money Market Fund are divided into two Classes. Each share
has one vote and shareholders will vote in the aggregate and not by
Class, except as to any matter that affects only one Class of shares or
as otherwise required by law. Only holders of Institutional Shares will
be entitled to vote on matters relating to the Trust's Distribution
Plan.

B-19
<PAGE>
<PAGE>

At December 31, 1998, 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 December 31, 1998, 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 December 31, 1998, the officers and Trustees of the Trust, as a
group, owned the following amounts of shares in each Fund:

<TABLE>
<CAPTION>
NO. OF
NAME OF FUND SHARES % OF TOTAL
------------ ------ ----------
<S> <C> <C>
Lindner Dividend Fund--
Investor Shares 104,904 shs. 0.19%
Institutional Shares 0 shs. 0.0%
Lindner Growth Fund--
Investor Shares 143,206 shs. 0.36%
Institutional Shares 0 shs. 0.0%
Lindner Utility Fund
Investor Shares 11,000 shs. 0.46%
Institutional Shares 0 shs. 0.0%
Lindner Bulwark Fund
Investor Shares 29,153 shs. 0.61%
Institutional Shares 0 shs. 0.0%
Lindner/Ryback Small-Cap Fund
Investor Shares 110,683 shs. 1.87%
Institutional Shares 0 shs. 0.0%
Lindner International Fund
Investor Shares 38,458 shs. 14.05%
Institutional Shares 0 shs. 0.0%
Lindner High-Yield Bond Fund
Investor Shares 20,239 shs. 9.64%
Institutional Shares 0 shs. 0.0%
Lindner Government Money
Market Fund
Investor Shares 491,741 shs. 1.00%
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

CONTROLLING PERSONS

The Funds' Adviser, Ryback Management Corporation, is controlled by The
George F. Valassis Stock Trust and certain other trusts established for
the benefit of Mr. Valassis's family members (collectively, the
"Valassis Trusts"), which as of December 31, 1998, held 52% of the
voting securities of the Adviser. Mr. Doug T. Valassis is a co-Trustee
of the Valassis Trusts and serves as the Chairman of the Board of
Directors of the Adviser. The other co-Trustees of the Valassis Trusts
are Edward W. Elliott, Jr., and D. Craig Valassis. Mr. Doug Valassis
and Mr. Elliot each own

B-20<PAGE>
<PAGE>
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".

SERVICES PROVIDED BY ADVISER

Under the Advisory Contracts and the Administration Agreements, the
Adviser provides each Fund with investment advisory services, office
space, and personnel, and pays the salaries and fees of the Trust's
officers and Trustees who are "interested persons" of the Trust and all
personnel rendering clerical services relating to the investments of
each Fund. The Adviser also pays all promotional expenses of the Trust,
including the printing and mailing of the prospectus to people who are
not current shareholders. The Trust pays all other costs and expenses
including interest, taxes, fees of Trustees who are not "interested
persons" of the Trust, other fees and commissions, administrative
expenses directly related to the issuance and redemption of shares
(including expenses of registering or qualifying shares for sale in each
state), charges of custodians, transfer agents, and registrars, the
costs of printing and mailing reports and notices to shareholders,
auditing services and legal services, and other expenses not expressly
assumed by the Adviser.

ADVISER COMPENSATION

DIVIDEND FUND

The Advisory Contract for the Dividend Fund requires payment of a
quarterly fee to the Adviser at the annualized rate of 7/10 of 1% of the
average net assets of the Dividend Fund not in excess of $50 million,
6/10 of 1% of the Dividend Fund's average net assets in excess of $50
million and up to $200 million and 5/10 of 1% of the Dividend Fund's
average net assets in excess of $200 million. For purposes of computing
the quarterly fee, the Dividend Fund's average net assets are calculated
by dividing the sum of the Dividend Fund's net assets at the beginning
and end of each month in the fiscal quarter by six. For the fiscal
years ended June 30, 1998, 1997 and 1996, the Dividend Fund paid
advisory fees of $9,220,306, $11,332,992 and $10,705,343, respectively.

GROWTH FUND

The Advisory Contract for the Growth Fund requires payment of a basic
fee to the Adviser of 0.7% per annum of the first $50 million of average
net assets of the Growth Fund, plus 0.6% of the next $350 million and
0.5% of the excess over $400 million, subject to increase or decrease
(performance bonus or penalty) depending on the Growth Fund's investment
performance compared with the investment record of the Russell 2000
Index. Investment performance of the Growth Fund means the sum of the
change in its net asset value during the fiscal year and the value of
dividends and capital gains distributions per share accumulated to the
end of the fiscal year, expressed as a percentage of net asset value per
share at the beginning of the fiscal year. In computing the investment
performance of the Growth Fund and the investment record of the Index,
distributions of realized capital gains by the Growth Fund, dividends
paid by the Growth Fund out of its investment income, and all cash
distributions of the Companies whose stocks comprise the Russell 2000
Index, are treated as reinvested.

B-21

<PAGE>
<PAGE>
<TABLE>
FEE SCHEDULE FOR GROWTH FUND
<CAPTION>
IF THE GROWTH FUND'S FIRST $50 NEXT $350 EXCESS OVER
PERFORMANCE EXCEEDS THE MILLION MILLION $400 MILLION
INDEX BY: OF ASSETS OF ASSETS OF ASSETS
--------- --------- --------- ---------
<S> <C> <C> <C>
more than 12% 0.9% 0.8% 0.7%
more than 6% but less than 12% 0.8% 0.7% 0.6%
less than 6% 0.7% 0.6% 0.5%

IF THE GROWTH FUND'S
PERFORMANCE FALLS BELOW
THE INDEX BY:
less that 6% 0.7% 0.6% 0.5%
more than 6% but less that 12% 0.6% 0.5% 0.4%
more than 12% 0.5% 0.4% 0.3%
</TABLE>

The maximum fee possible, assuming maximum performance, is 0.9% of the
first $50 million of average net assets, 0.8% of the next $350 million,
and 0.7% of the excess over $400 million. The smallest fee possible,
assuming poorest performance, is 0.5% of the first $50 million of
average net assets, 0.4% of the next $350 million, and 0.3% of the
excess over $400 million. The basic fee may be increased or decreased,
in accordance with the foregoing formula, during a particular year
despite the fact that (1) there may be no change in the Index, if there
is an increase or decrease in the net asset value per share of the
Growth Fund of at least 6%, or (2) there may be no change in the net
asset value per share of the Growth Fund, if there is an increase or
decrease in the Index of at least 6%. The Growth Fund's average net
assets is the sum of the net assets exclusive of any accrued performance
bonus or penalty at the beginning and end of each month of the fiscal
year, divided by twenty-four. The net fee is accrued monthly. In
partial payment of amounts so accrued, the Adviser is entitled to
receive quarterly installments of 1/10 of 1% of average net assets
toward the annual fee, subject to the foregoing expense limitation
applied on a quarterly basis; the excess, if any, of the annual fee over
the quarterly installments is payable annually, within thirty days after
receipt of the Accountant's Report for the Growth Fund's fiscal year.
For the fiscal years ended June 30, 1998, 1997 and 1996, the performance
index used to calculate the advisory fee payable to the Adviser by the
Growth Fund was the Standard & Poor's 500 Stock Composite Index, and
during those years the Growth Fund paid advisory fees of $4,500,581
(after reduction by a performance penalty of $2,700,692), $4,861,169
(after reduction by a performance penalty of $2,939,360) and $7,577,725,
respectively.

For both the Dividend Fund and the Growth Fund, the Adviser is required
to reimburse the Fund for any excess of annual operating and management
expenses, exclusive of taxes and interest but including the Adviser's
compensation, over 1-1/2% of the first $30,000,000 of the Fund's average
net assets plus 1% of average net assets in excess of $30,000,000 for
any fiscal year. Any excess over the expense limitation is paid by the
Adviser monthly.

UTILITY, MARKET NEUTRAL, SMALL-CAP, INTERNATIONAL, HIGH-YIELD BOND AND
GOVERNMENT MONEY MARKET FUNDS

The Advisory Contract for the Utility Fund and the Small-Cap Fund
require payment of a monthly fee to the Adviser equal to 1/12th of the
sum of the products obtained by multiplying (i) the average daily net
assets of each Fund not in excess of $50,000,000 by 0.7%; the average
daily net assets of the applicable Fund in excess of $50,000,00 but not
in excess of $200,000,000 by 0.6%; and the

B-22<PAGE>
<PAGE>
average daily net assets of the applicable Fund in excess of
$200,000,000 by 0.5%. For purposes of these calculations, daily net
assets of each Fund are averaged for each calendar month.

The Advisory Contracts for the Market Neutral Fund and the International
Fund require payment of a fee to the Adviser at the annual rate of 1.0%
of the average daily net assets of each such fund, calculated and paid
on a monthly basis.

The Advisory Contract for the High-Yield Bond Fund requires payment of a
fee to the Adviser that is computed daily and payable monthly at the
annual rate of 0.80% of the High-Yield Bond Fund's average daily net
assets.

The Advisory Contract for the Government Money Market Fund requires
payment of a fee to the Adviser that is computed daily and payable
monthly at the annual rate of 0.15% of the Government Money Market
Fund's average daily net assets. Under each Advisory Contract for
these Funds, the Adviser is required to reimburse each Fund for any
excess of annual operating and management expenses relating to each
Fund, exclusive of taxes and interest but including the Adviser's
compensation, over the most stringent expense limitation imposed by
state law or regulation for any fiscal year. Any excess over the
expense limitation is paid by the Adviser monthly.

The following table summarizes the advisory fees paid by the Funds
during the fiscal years ended June 30, 1998, 1997 and 1996, except as
noted. No expense reimbursement has been required of the Adviser for
the fiscal year ended June 30, 1998, and the Adviser reimbursed the
International Fund $14,225 during the fiscal year ended June 30, 1997.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
--------------------------------------
FUND NAME 1998 1997 1996
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Utility Fund $313,257 $271,898 $162,566
Lindner Market Neutral Fund 443,278 805,475 441,232
Lindner/Ryback Small-Cap Fund 315,917 110,953 54,714
Lindner International Fund 37,849 25,886<F1> 6,324
Lindner High-Yield Bond Fund<F2> 2,025 n/a n/a
Lindner Government Money Market Fund 61,946 54,669<F3> n/a
<FN>
------
<F1> Net of expense reimbursement.
<F2> April 13, 1998 to June 30, 1998.
<F3> July 6, 1996 to June 30, 1997.
</TABLE>

SUBADVISER (GOVERNMENT MONEY MARKET FUND)

The Adviser has entered into a Subadvisory Agreement with Star Bank,
N.A. (the "Subadviser"), a national banking association. Under the
Subadvisory Agreement, it is the responsibility of the Subadviser to
make investment decisions for the Government Money Market Fund and to
place the purchase and sale orders for the portfolio transactions of
that fund, subject to the supervision of the Adviser and the Board of
Trustees of the Trust. As compensation for these services, the Adviser
pays a fee to the Subadviser that is computed daily and payable monthly,
at an annual rate of 0.10% of the first $250,000,000 of the Fund's
average net assets and at an annual rate of 0.08% of the Government
Money Market Fund's assets in excess of $250,000,000. The Subadviser
was

B-23<PAGE>
<PAGE>
founded in 1863 and is the largest bank and trust organization of
StarBanc Corporation. Star Bank's expertise in trust administration,
investments and estate planning ranks it among the most predominant
trust institutions in Ohio, with assets of $54.7 billion as of August
31, 1998. Star Bank has managed commingled funds since 1957. As of
August 31, 1998, Star Bank managed 13 mutual funds having a market value
in excess of $2.7 billion. As a part of its regular banking operations,
Star Bank may make loans to public companies. Thus, it may be possible
from time to time for the Fund to hold or acquire securities of
companies that are also borrowing clients of Star Bank. Both the
Adviser and the Subadviser believe that any such relationship will not
be a factor in the selection of portfolio securities for the Fund. The
Subadviser's business address is 425 Walnut Street, Cincinnati, Ohio
45202.

EFFECT OF BANKING LAWS. The Glass-Steagall Act and other banking laws
and regulations presently prohibit a bank holding company registered
under the federal Bank Holding Company Act of 1956, as amended, or any
affiliate of such a bank holding company, from sponsoring, organizing or
controlling a registered open-end investment company continuously
engaged in the issuance of its shares, and from issuing, underwriting,
selling or distributing securities in general. Such laws and
regulations do not prohibit such a bank holding company or its
affiliates from acting as an investment adviser, transfer agent or
custodian to such an investment company or from purchasing shares of
such an investment company as agent for and upon the order of their
customers. The Subadviser is subject to such laws and regulations.

The Subadviser believes that it may perform subadvisory services for the
Government Money Market Fund without violating the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal
or state laws and regulations relating to the permissible activities of
banks and their subsidiaries or affiliates, as well as further judicial
or administrative decisions or interpretations of laws and regulations,
could prevent the Subadviser from continuing to perform all or a part of
these services. In such event, changes in the operations of the
Government Money Market Fund may occur, and the Board of Trustees of the
Trust would then consider alternative arrangements with another
subadviser and other means of continuing available investment services.

TRANSFER AGENT

Pursuant to the Agency Agreements, Ryback Management maintains
shareholder records and keeps such accounts, books, records, or other
documents as the Funds are required to keep under federal or state laws.
Ryback Management also acts as stock registrar and dividend disbursing
agent, issues and redeems the Funds' shares, mails the Funds'
prospectuses and proxy statements to the Funds' shareholders, and
disburses dividend payments. Effective December 1, 1998, as
compensation for these services, Ryback Management is paid a fee of
$11.00 per shareholder account per year for each Fund other than the
Government Money Market Fund, and is paid a fee of $10.00 per
shareholder account per year in the case of the Government Money Market
Fund. These agreements permit Ryback Management to engage the services
of sub-agents that may be required to facilitate the distribution of
shares and record keeping for shareholder accounts maintained in "street
name" with brokers, and Ryback Management has entered into a sub-
transfer agency agreement with State Street Bank and Trust Company for
such services. The fees and expenses of State Street Bank and Trust
Company are paid by the Trust.

B-24
<PAGE>
<PAGE>
The Agency Agreements may be terminated by the Funds or Ryback
Management upon 60 days' notice. The Agency Agreements are also
automatically terminated if either of them (1) is not approved by a
majority of the Trust's trustees and a majority of the Trust's
disinterested trustees upon the annual renewal date of the Agreement, or
(2) is assigned in whole or in part by Ryback Management. If either
Agency Agreement is terminated for either of the foregoing reasons, the
Trust's trustees will cause the Funds to enter into a stock transfer and
dividend disbursing agency agreement with an unrelated party upon such
terms and conditions as can be obtained at that time.

The following table summarizes the fees paid by the Funds (including the
predecessor funds to the Dividend Fund and the Growth Fund) under the
Agency Agreement during the fiscal years ended June 30, 1998, 1997 and
1996, except as noted:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
-----------------------------------------
FUND NAME 1998 1997 1996
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Dividend Fund $534,860 $680,117 $706,160
Lindner Growth Fund 398,720 468,020 510,148
Lindner Utility Fund 20,962 20,099 14,267
Lindner Market Neutral Fund 18,668 23,692 16,103
Lindner/Ryback Small-Cap Fund 19,377 7,159 4,628
Lindner International Fund 3,303 2,190 690
Lindner High-Yield Bond Fund 385<F1> n/a n/a
Lindner Government Money Market Fund 11,899 9,217<F2> n/a
<FN>
------
<F1> April 13, 1998 to June 30, 1998.
<F2> July 6, 1996 to June 30, 1997.
</TABLE>

ADMINISTRATOR

Ryback Management is the administrator of the High-Yield Bond Fund and
the Government Money Market Fund and as such it administers that fund's
corporate affairs. The Administrative Services Agreements between these
Funds and Ryback provide for compensation to Ryback equal to 0.20% per
year of the each Fund's average daily net assets. The following table
summarizes the fees paid by these Funds to Ryback Management under the
Administrative Services Agreements during the fiscal years ended June
30, 1998 and 1997. No fees were paid during the fiscal year ended June
30, 1996:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
--------------------------
FUND NAME 1998 1997
--------- ---- ----
<S> <C> <C>
Lindner Government Money Market Fund $76,420 $72,890<F2>
Lindner High-Yield Bond Fund 506<F1> n/a
<FN>
------
<F1> April 13, 1998 to June 30, 1998.
<F2> July 6, 1996 to June 30, 1997.
</TABLE>

B-25

<PAGE>
<PAGE>
DISTRIBUTION AND SERVICE PLAN

THIS SECTION RELATES ONLY TO THE INSTITUTIONAL SHARES OF EACH FUND OTHER
THAN THE GOVERNMENT MONEY MARKET FUND. On behalf of the Institutional
Shares of each Fund, the Trust has adopted a Distribution and Service
Plan (the "Distribution Plan") pursuant to Rule 12b-1 under the 1940
Act, which regulates circumstances under which an investment company may
bear expenses associated with the distribution of its shares. The
Distribution Plan provides that Institutional Shares of a Fund may incur
certain expenses that may not exceed a maximum amount equal to 0.25% of
the average daily net asset value of the Institutional Shares for any
fiscal year occurring after the adoption of the Distribution Plan. The
Distribution Plan further provides that a Fund may pay such amount to
Ryback Management on behalf of Institutional Shares distributed by or
through broker-dealers, financial institutions and other organizations
which have entered into written agreements with the Trust or Ryback
Management in order to enable Ryback Management to pay to such other
organizations a maintenance, service or other fee, at such intervals as
Ryback Management may determine. Such payments will be made to such
other organizations for continuing services to their clients or to the
beneficial owners of Institutional Shares based on the average daily net
asset value of Institutional Shares held in such accounts remaining
outstanding on the books of a Fund for specified periods. The
disposition of monies pursuant to the Distribution Plan will be reviewed
by the Board of Trustees of the Trust on a quarterly basis, to assure
that the amounts paid and the purposes for which they are paid, comply
with the provisions of the Distribution Plan and Rule 12b-1.

The services under the Distribution Plan may include assistance in
advertising and marketing of Institutional Shares, aggregating and
processing purchase, exchange and redemption requests for Institutional
Shares, maintaining account records, issuing confirmations of
transactions and providing sub-accounting and sub-transfer agent
services with respect to Institutional Shares.

While the Distribution Plan is in effect, the selection and nomination
of Trustees of the Trust who are not "interested persons" of the Trust,
as defined in the 1940 Act (the "Independent Trustees") is committed to
the discretion of the Independent Trustees then in office.

The Distribution Plan was approved by the Board of Trustees (and by the
Independent Trustees), and by the shareholder owning all of the
Institutional Shares of each Fund in January and February 1996. The
Distribution Plan may be continued annually if approved by majority vote
of the Trustees, and by majority vote of the Independent Trustees, cast
in person at a meeting held for such purpose. The most recent approval
of the continuation of the Distribution Plan was in March 1998. The
Distribution Plan may not be amended to increase materially the amount
of distribution fees permitted to be paid thereunder without being first
approved by a majority vote of the holders of all Institutional Shares
of each Fund. The Distribution Plan may be terminated with respect to
any or all Funds at any time by a majority vote of the Independent
Trustees or by a majority vote of the holders of Institutional Shares of
the affected Fund.

B-26

<PAGE>
<PAGE>
The following table summarizes the fees paid by Institutional Shares of
each Fund under the Distribution Plan during the fiscal years ended June
30, 1997 and 1998. The Distribution Plan became effective during the
fiscal year ended June 30, 1997, and no payments were made prior to that
fiscal year.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
--------------------------
FUND NAME 1998 1997
--------- ---- ----
<S> <C> <C>
Lindner Dividend Fund $6,211 $2,158
Lindner Growth Fund 1,741 0
Lindner Utility Fund 82 117
Lindner Market Neutral Fund 400 3,276
Lindner/Ryback Small-Cap Fund 469 0
Lindner International Fund 0 0
Lindner High-Yield Bond Fund 0 n/a
</TABLE>

CUSTODIANS AND INDEPENDENT AUDITORS

Star Bank, N.A. ("Star Bank"), 425 Walnut Street, Cincinnati, Ohio
45202, acts as custodian of all cash and domestic securities of the
Funds. Star Bank receives a monthly fee based on monthly average net
assets of all Funds, which fee is allocated among the Funds on the basis
of their net asset values. The Trust has an arrangement whereby
custodian expenses are reduced by maintaining compensating balances with
Star Bank. For the fiscal year ended June 30, 1998, custodial fees for
each Fund were reduced by the following amounts due to this arrangement:
Lindner Dividend Fund--$58,793; Lindner Growth Fund--$42,198; Lindner
Utility Fund--$1,406; Lindner Market Neutral Fund--$1,188;
Lindner/Ryback Small-Cap Fund--$1,619; Lindner International Fund--$70;
Lindner High-Yield Bond Fund--$9 and Lindner Government Money Market
Fund--$1,148.

The Chase Manhattan Bank ("Chase"), 4 Chase MetroTech, 18th Floor,
Brooklyn, NY 11245, serves as the Funds' custodian of foreign securities
and precious metals. Chase charges custodian fees on a sliding scale
depending on the countries in which each Fund is invested. The fees
include transaction charges ranging from $30 to $125 plus safekeeping
fees ranging from 10/100 of 1% to 42/100 of 1% per annum, based upon the
portfolio market value of foreign securities in each country as of the
close of business on the last business day of each quarter. Precious
metal safekeeping charges are based on the amount being stored, while
charges for options and futures contracts are made on a per transaction
basis.

Deloitte & Touche LLP, independent auditors, One City Centre, St. Louis,
Missouri 63101, audits the Funds' annual financial statements.

BROKERAGE ALLOCATION

Placement of the Funds' orders to buy and sell portfolio securities are
the responsibility of the Adviser. Such decisions are made for the
Adviser by its President, Eric E. Ryback, Senior Vice President, Robert
A. Lange, or the portfolio managers for each Fund. Policies underlying
the allocation of brokerage are subject to review by the Trust's Board
of Trustees. In the allocation of such orders and the resulting
commissions, the following factors are considered:

* The Adviser's past experience, in dealing with various
brokers, of attaining the Funds' objectives of good
execution at the most favorable price;

* The services furnished by the broker in providing price
quotations;

* The allocation to the Funds of desired underwritten
securities;

* The part, if any, played by the broker or dealer in bringing
the security involved to the Adviser's attention and
providing information, research and analysis with respect
thereto;

B-27
<PAGE>
<PAGE>
* Assistance in the sale of Fund shares, provided that
execution of orders is satisfactory and that commission
rates are competitive with those available from other
brokers; and

* Commission rates (see discussion below).

It is the policy of each Fund to secure, consistent with good execution,
the highest possible price on sales and the lowest possible price on
purchases of securities. Since brokers are compensated through
commissions for services described above and since commissions may be
paid at varying rates, sales even at the highest possible price may not
yield the maximum possible net proceeds and purchases even at the lowest
possible price may not be made at the lowest possible overall cost.

As permitted by section 28(e) of the Securities Exchange Act of 1934,
commissions paid to brokers for effecting securities transactions may
exceed the commission which another broker would have charged for
effecting such transactions, if the Adviser has determined in good faith
that such charges are reasonable in view of quotation or research
services provided by such broker. Research services that may be
provided to the Funds by a broker include calling attention to a stock
and providing information about the operations of companies over and
above that published in investment manuals. The receipt of quotation
services from a broker relieves the Adviser of certain expenses which it
would otherwise incur. Any information and analysis received from
brokers supplements the Adviser's activities and facilities, but does
not reduce its expenses. The Adviser's authority to incur such fees is
subject to policy review by the Trust's Board of Trustees. Advice
provided by brokers may be used by the Adviser in servicing clients
other than the Funds.

The Funds and their Adviser do not consider their facilities to be
adequate for the conduct of over-the-counter trading and believe that
better execution can usually be obtained through utilization of brokers
rather than direct dealing with primary market makers. Thus, except for
those instances in which the Funds deal directly with a primary market
maker, the Funds pay both the dealer's mark-up or mark-down and the
broker's commission. This practice has resulted and will continue to
result in greater costs to the Funds.

B-28<PAGE>
<PAGE>
During the fiscal year ended June 30, 1998, the total brokerage
commissions paid by the Funds to brokers and dealers because of research
services provided are summarized below:

<TABLE>
<CAPTION>
COMMISSIONS
FUND NAME PAID TRANSACTIONS
--------- ---- ------------
<S> <C> <C>
Lindner Growth Fund $3,305,765 $960,594,949
Lindner Utility Fund 160,053 54,570,144
Lindner Market Neutral Fund 257,743 62,428,224
Lindner/Ryback Small-Cap Fund 93,125 24,104,728
Lindner International Fund 17,627 2,482,608
Lindner High-Yield Bond Fund 606<F1> 156,848
Lindner Government Money Market Fund 0 n/a
<FN>
------
<F1> April 13, 1998 to June 30,1998.
</TABLE>

The following table lists the total amount of brokerage commissions paid
by each Fund during each of the last three fiscal years ended June 30,
1998:
<TABLE>
<CAPTION>

FISCAL YEAR ENDED JUNE 30,
---------------------------------------------
FUND NAME 1998 1997 1996
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Dividend Fund $3,300,117 $2,846,295 $2,132,456
Lindner Growth Fund 3,505,598 2,651,802 2,862,576
Lindner Utility Fund 160,053 126,671 130,944
Lindner Market Neutral Fund 270,049 934,411 429,663
Lindner/Ryback Small-Cap Fund 93,125 58,600 56,208
Lindner International Fund 17,847 20,257 8,065
Lindner High-Yield Bond Fund 606<F1> n/a n/a
Lindner Government Money Market Fund 0 0 n/a
<FN>
------
<F1> April 13, 1998 to June 30, 1998.
</TABLE>

Under normal circumstances, each Fund's portfolio turnover rate is
anticipated to be less than 75% per year, except that the International
Fund may have an annual portfolio rate in excess of 100% (but the
Adviser does not expect this rate to exceed 150%), which is higher than
most mutual funds. To the extent short-term trading results in the
realization of short-term capital gains, shareholders will be taxed on
such gains at ordinary income tax rates. Increased portfolio turnover
necessarily results in correspondingly higher costs including brokerage
commissions, dealer mark-ups and other transaction costs on the sale of
securities and reinvestment in other securities, and may result in the
acceleration of taxable gains.

PURCHASE, REDEMPTION AND PRICING OF SECURITIES

As stated in the Prospectus, the Adviser determines the current net
asset value of each Fund at the close of trading on each business day on
which at least one of the following markets is open: New York Stock
Exchange, American Stock Exchange, or the Nasdaq Stock Market. The per
share net asset value of each Class of shares of each Fund is calculated
by dividing the value of each Fund's securities, plus any cash and other
assets (including dividends and interest accrued but not collected) less
all liabilities, including accrued expenses allocable to that Class
(including accrued distribution and service fees payable by the
Institutional Shares) by the total number of shares of the particular
Class outstanding.

B-29
<PAGE>
<PAGE>
Set forth below is a specimen price make-up sheet showing, as of June
30, 1998, the computation of total offering price per share of Investor
Shares and Institutional Shares of each Fund, using the basis set forth
in the Prospectus for valuation of such Fund's portfolio securities and
other assets.

<TABLE>
SPECIMEN PRICE MAKE-UP SHEET
JUNE 30, 1998
<CAPTION>
DIVIDEND GROWTH UTILITY MARKET NEUTRAL
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C>
Securities at Market $1,609,511,184 $1,008,099,453 $42,459,722 $19,041,906
Cash and other assets, including
accrued income 28,526,563 10,714,007 826,961 19,901,414
-------------- -------------- ----------- -----------
Total Assets 1,638,037,747 1,018,813,460 43,286,683 38,943,320
Liabilities, including accrued expenses 18,830,552 15,368,844 385,589 10,678,431
-------------- -------------- ----------- -----------
Net Assets $1,619,207,195 $1,003,444,616 $42,901,094 $28,264,889
============== ============== =========== ===========

Net Asset Value--
Investor Shares:
Net Assets $1,616,429,733 $1,003,075,526 $42,892,606 $28,264,781
Number of Shares Outstanding 58,591,554 45,042,937 2,556,194 5,002,615
Per Share $27.59 $22.27 $16.78 $5.65

Institutional Shares:
Net Assets $2,777,462 $369,090 $8,488 $108
Number of Shares Outstanding 100,895 16,623 504 18
Per Share $27.53 $22.20 $16.84 $6.02

<CAPTION>
GOVERNMENT
SMALL-CAP INTERNATIONAL HIGH-YIELD MONEY MARKET
FUND FUND BOND FUND FUND
---- ---- --------- ----
<S> <C> <C> <C> <C>
Securities at Market $53,389,369 $2,708,290 $1,535,869 $42,297,167
Cash and other assets, including
accrued income 1,069,276 52,585 137,973 999,786
----------- ---------- ---------- -----------
Total Assets 54,458,645 2,760,875 1,673,842 43,296,953
Liabilities, including
accrued expenses 128,361 174,270 27,819 334,520
----------- ---------- ---------- -----------
Net Assets $54,330,284 $2,586,605 $1,646,023 $42,962,433
=========== ========== ========== ===========

Net Asset Value--
Investor Shares:
Net Assets $54,176,777 $2,586,277 $1,645,871 $42,962,433
Number of Shares Outstanding 6,377,682 296,846 162,892 42,962,433
Per Share $8.49 $8.71 $10.10 $1.00

Institutional Shares:
Net Assets $153,507 $328 $152 n/a
Number of Shares Outstanding 18,102 38 15 n/a
Per Share $8.48 $8.63 $10.12 n/a
</TABLE>

ALL FUNDS OTHER THAN GOVERNMENT MONEY MARKET FUND

Investments in securities traded on a national securities exchange or
quoted on the Nasdaq National Market System are valued at the last
reported sales price as of the close of the New York Stock Exchange.
Securities traded in the over-the-counter market and listed securities
for which no sale was reported on that date are valued at the mean
between the last reported bid and asked prices. Securities which are
traded both in the over-the-counter market and on a stock exchange are
valued according to the broadest and most representative market.
Securities and assets for which quotations are not readily available are
valued at fair value as determined in good faith by or pursuant to
procedures established by the Trustees. The value of foreign securities
is converted

B-30
<PAGE>
<PAGE>
into U.S. dollars at the rate of exchange prevailing on the valuation
date. Purchases and sales of foreign securities as well as income and
expenses related to such securities are converted at the prevailing rate
of exchange on the respective dates of such transactions.

Each Fund may, to the extent permitted by its investment restrictions,
have positions in portfolio securities for which market quotations are
not readily available. It may be difficult to determine precisely the
fair market value for such investments and there may be a range of
values which are reasonable at any particular time. Fair value in such
instances will be determined in good faith by the Board of Trustees of
Lindner Investments and based upon such factors as are deemed relevant
under the circumstances, including the financial condition and operating
results of the issuer, recent third party transactions (actual or
proposed) relating to such securities and, in extreme cases, the
liquidation value of the issuer.

Shares are offered to the public at the price set forth in the
Prospectus, pursuant to written application as specified in the
Prospectus (see "Purchase of Shares and Shareholder Inquiries"). In the
event that the Funds issue their shares in exchange for other
securities, such other securities will meet the applicable Fund's
investment objectives and policies, will be acquired for investment and
will be liquid securities (i.e., not restricted as to transfer by law or
liquidity of market) that have a readily ascertainable market value.

GOVERNMENT MONEY MARKET FUND

The Government Money Market Fund values its investment securities based
upon their amortized cost in accordance with Rule 2a-7 of the Securities
and Exchange Commission under the 1940 Act. This involves valuing a
security at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the security. While
this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the securities. As
discussed below, it is the intention of the Fund to maintain a net asset
value per share of $1.00 for the Fund.

Pursuant to Rule 2a-7, the Fund is required to maintain a
dollar-weighted average Fund maturity of 90 days or less, to purchase
securities having remaining maturities of 397 days or less only, to
invest only in securities determined by the Trustees to present minimal
credit risks and to invest only in securities which are "eligible
securities" as defined in Rule 2a-7. A discussion of the manner in
which the maturity of investment securities is determined is set forth
below under the caption "Determination of Maturity".

The Trustees have established procedures designated to stabilize, to the
extent reasonably possible, this fund's price per share as computed for
the purpose of sales and redemptions at $1.00. These procedures include
review of the investment holdings by the Trustees, at such intervals as
they may deem appropriate, to determine whether this fund's net asset
value calculated by using available market quotations deviates from
$1.00 per share based on amortized cost. The extent of any deviation
will be examined by the Trustees. If the deviation exceeds 1/2 of 1%,
the Trustees will promptly consider what action, if any, will be
initiated.

In the event the Trustees determine that a deviation exists which may
result in material dilution or other unfair results to investors or
existing shareholders, they have agreed to take such corrective

B-31<PAGE>
<PAGE>
actions as they deem necessary and appropriate. These actions may
include selling investment securities prior to maturity to realize
capital gains or losses or to shorten the average maturity, withholding
dividends, splitting, combining, or otherwise recapitalizing outstanding
shares or establishing a net asset value per share by using available
market quotations.

DETERMINATION OF MATURITY. As described in the Prospectus, a security
will not be purchased by the Government Money Market Fund unless its
maturity is 397 days or less from the date of purchase, and the
dollar-weighted average maturity of this fund will not exceed 90 days.
The maturity of the investment security is determined pursuant to Rule
2a-7 under the 1940 Act. Rule 2a-7 provides that the maturity of an
instrument will be deemed to be the period remaining until the date
noted on the face of the instrument as the date on which the principal
amount must be paid or, in the case of an instrument called for
redemption, the date on which the redemption payment must be made,
except as follows:

(i) Certain U.S. Government Instruments. An instrument that is
issued or guaranteed by the United States Government or an
agency thereof which has a variable rate of interest
readjusted no less frequently than every 762 days will be
deemed to have a maturity equal to the period remaining
until the next readjustment of the interest rate.

(ii) Variable Rate Instruments. A "variable rate instrument"
(defined as an instrument the terms of which provide for
establishment of a new interest rate on set dates and which,
upon such adjustment, can reasonably be expected to have a
market value that approximates its par value) will be deemed
to have a maturity equal to the period remaining until the
next readjustment of the interest rate.

(iii) Variable Rate Instruments Subject to Demand Feature. A
variable rate instrument that is subject to a demand feature
will be deemed to have a maturity equal to the longer of the
period remaining until the next readjustment of the interest
rate or the period remaining until the principal amount can
be recovered through demand.

(iv) Floating Rate Instruments Subject to Demand Feature. A
"floating rate instrument" (defined as an instrument the
terms of which provide for adjustment of the interest rate
whenever a specified interest rate changes and which, at any
time, can reasonably be expected to have a market value that
approximates its par value) that is subject to a demand
feature will be deemed to have a maturity equal to the
period remaining until the principal amount can be recovered
through demand.

(v) Repurchase Agreements. A repurchase agreement will be
treated as having a maturity equal to the period remaining
until the date on which the repurchase of the underlying
securities is scheduled to occur, or where no date is
specified but the agreement is subject to demand, the notice
period applicable to a demand for the repurchase of the
securities.

(vi) Fund Lending Agreements. The Fund lending agreement will be
treated as having a maturity equal to the period remaining
until the date on which the loaned securities are scheduled
to be returned, or where no date is specified but the
agreement is subject to demand, the notice period applicable
to a demand for the return of the loaned securities.

B-32

<PAGE>
<PAGE>
A "demand feature" is defined in Rule 2a-7 as a put that entitles the
holder to receive the principal amount of the underlying security or
securities and which may be exercised either (a) at any time on no more
than 30 days' notice or (b) at specified intervals not exceeding 397
days and upon no more than 30 days' notice.

Because the Government Money Market Fund utilizes the procedures
specified in Rule 2a-7 to determine the maturity of its investments,
further revision of Rule 2a-7 or pronouncements clarifying or
interpreting the scope of its application may affect this fund's method
for determining maturity of its investments.

ADDITIONAL PERFORMANCE INFORMATION

ALL FUNDS OTHER THAN GOVERNMENT MONEY MARKET FUND

The Funds may from time to time include their "average annual total
return" in communications to present or prospective investors. "Average
annual total return" is the annual percentage change in an investment in
the applicable Fund over a stated period of time. Each Fund will
compute average annual total return using the following formula:

n
P(1+T) = ERV

where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (as a power)
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
period at the end of the 1, 5 or 10 year period

In making the above-described computation, each Fund will assume that
all dividends and capital gains distributions by the Fund are reinvested
at the Fund's net asset value per share on the reinvestment date. The
Funds do not have sales loads or other charges payable by all
shareholders that could affect their calculations of average annual
total return.

The total return for Investor Shares and Institutional Shares of each
Fund (or its predecessor), other than the Government Money Market Fund,
is provided in the table below, computed for the periods shown:

B-33<PAGE>
<PAGE>
<TABLE>
INVESTOR SHARES
AVERAGE ANNUAL TOTAL RETURN--
FISCAL YEAR ENDED JUNE 30, 1998
-------------------------------
<CAPTION>
SINCE
FUND NAME 1 YEAR 5 YEARS 10 YEARS INCEPTION
--------- ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Lindner Dividend Fund 14.75% 10.46% 12.14% n/a
Lindner Growth Fund 0.31% 10.64% 10.88% n/a
Lindner Utility Fund 15.53% n/a n/a 15.98%
Lindner Market Neutral Fund -10.08% n/a n/a -1.72%
Lindner/Ryback Small-Cap Fund 15.24% n/a n/a 16.69%
Lindner International Fund -20.31% n/a n/a 0.30%
Lindner High-Yield Bond Fund n/a n/a n/a 2.20%

<CAPTION>
INSTITUTIONAL SHARES
AVERAGE ANNUAL TOTAL RETURN--
FISCAL YEAR ENDED JUNE 30, 1998
-------------------------------

SINCE
FUND NAME 1 YEAR 5 YEARS 10 YEARS INCEPTION
--------- ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Lindner Dividend Fund 14.49% n/a n/a 12.30%
Lindner Growth Fund 0.08% n/a n/a 7.57%
Lindner Utility Fund 15.23% n/a n/a 18.15%
Lindner Market Neutral Fund -9.75% n/a n/a -14.51%
Lindner/Ryback Small-Cap Fund 15.02% n/a n/a 22.16%
Lindner International Fund -20.82% n/a n/a -4.47%
Lindner High-Yield Bond Fund n/a n/a n/a 1.39%
</TABLE>

Average annual total return is an historical measure of performance and
is not necessarily indicative of a Fund's future performance. Such
measurement will vary from time to time depending upon numerous factors,
including without limitation market conditions, the composition of each
Fund's portfolio and operating expenses. These factors should be
considered when evaluating each Fund's performance.

GOVERNMENT MONEY MARKET FUND

The Government Money Market Fund's yield is based on historical earnings
and will fluctuate and should not be considered as representative of
future performance. Since yields fluctuate, yield data cannot
necessarily be used to compare an investment in the Fund's shares with
bank deposits, savings accounts and similar investment alternatives
which often provide an agreed or guaranteed fixed yield for a stated
period of time. Performance and yield are generally functions of kind
and quality of the instruments held in the Fund, maturity of its
investments, operating expenses, and market conditions. The fees which
may be imposed by institutions or other financial intermediaries on
their customers for cash management and other services are not reflected
in the Government Money Market Fund's calculations of yield.

The Government Money Market Fund's standard yield quotations as they
appear in advertising and sales materials, and as disclosed in the
Prospectus, are calculated by a standard method prescribed by rules of
the Securities and Exchange Commission. Under that method, the yield
quotation is based on a recent seven-day period and computed as follows:
average daily net investment income per share during the seven-day
period is divided by the average daily price per share (expected to
remain constant at $1.00) during the period. The result is then
multiplied by 365 with the resulting annualized yield figure carried to
the nearest one-hundredth of one percent.

B-34
<PAGE>
<PAGE>
"Effective Yield" is computed in the same manner except that when
annualized, the income earned is assumed to be reinvested, thus
resulting in a higher return because of the compounding effect. The
Government Money Market Fund's average daily net investment income for
this purpose consists of accrued income on investment securities, plus
or minus amortized purchase discount or premium, less accrued expenses.
Realized capital gains or losses and unrealized appreciation or
depreciation of the Fund's investment securities are not included in the
calculation. Any fee charged to all shareholder accounts, such as a
fixed monthly shareholder service fee, will be included in the accrued
expenses of the Government Money Market Fund (the Fund does not
currently expect to charge such fees), and the average price per share
of the Government Money Market Fund will include any changes in net
asset value during the seven-day period.

Because the Government Money Market Fund values its investments on an
amortized cost basis, it does not believe that there is likely to be any
material difference between net income for dividend and standardized
yield quotation purposes. The yield on the Government Money Market Fund
will fluctuate daily as the income earned on its investments changes at
certain times. Accordingly, there is no assurance that the yield quoted
on any given occasion will remain in effect for any period of time. The
yield should not be compared to other open-end investment companies, or
to bank time deposits and other debt securities which provide for a
fixed yield for a given period of time and which may have a different
method of computation.

The yield on the Government Money Market Fund based on the seven days
ended on June 30, 1998 was 5.23%, while the effective yield during the
same period was 5.36%.

FINANCIAL STATEMENTS

The report of Deloitte & Touche LLP, independent auditors, and the
audited financial statements of each series of Lindner Investments,
which are contained in the Lindner Investments Annual Report to
Shareholders for the period ended June 30, 1998, previously sent to
shareholders of each Fund and filed with the Securities and Exchange
Commission, are hereby incorporated by reference into this Statement of
Additional Information. The unaudited financial statements of each
series of Lindner Investments, which are contained in the Lindner
Investments Semi-Annual Report to Shareholders for the six-months ended
December 31, 1998, previously sent to shareholders of each Fund and
filed with the Securities and Exchange Commission, are also hereby
incorporated by reference into this Statement of Additional Information.
Lindner Investments will furnish copies of such Annual and Semi-Annual
Reports to Shareholders, without charge, upon request made to the
Secretary of Lindner Investments, 7711 Carondelet Avenue, Suite 700, St.
Louis, Missouri 63105 (telephone: 800-995-7777).

B-35

<PAGE>
<PAGE>
CERTAIN OTHER MATTERS

LIABILITY OF TRUSTEES AND OTHERS

The Declaration of Trust provides that the Trustees, officers,
employees, and agents of the Trust will not be liable to the Trust, to
any Fund or to a shareholder, nor will any such person be liable to any
third party in connection with the affairs of the Trust, except as such
liability may arise from his or its own bad faith, willful misfeasance,
gross negligence, or reckless disregard of duties. It also provides
that all third parties shall look solely to the Trust property for
satisfaction of claims arising in connection with the affairs of the
Trust. With the exceptions stated, the Declaration of Trust provides
that a Trustee, officer, employee, or agent is entitled to be
indemnified against all liability in connection with the affairs
of the Trust.

DESCRIPTION OF SERIES AND SHARES

The Trust was organized under Massachusetts law on July 20, 1993,
pursuant to a Declaration of Trust that permits the Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial
interest and to create an unlimited number of series of shares and an
unlimited number of classes of shares within any particular series of
shares. The proceeds of sale of each series will be invested in a separate
portfolio 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.

B-36
<PAGE>
<PAGE>
As permitted by Massachusetts law, the Trustees may determine not to
hold shareholders meetings for the election of Trustees, subject,
however, to the requirement that a special meeting of shareholders be
called for the purpose of electing Trustees within 60 days if at any
time less than a majority of the current Trustees have been elected by
shareholders of the Trust. Because shares do not have cumulative voting
rights, 50% of the voting shares can, if they choose, elect all Trustees
being selected while the holders of the remaining shares would be unable
to elect any Trustees. The Trustees will call a special meeting of
shareholders for the purpose of voting on the question of removal of a
Trustee or Trustees if shareholders of record of 10% or more of the
Trust's outstanding shares make a written request so to do. Any ten or
more shareholders who have been shareholders for more than six months
and who hold in the aggregate the lesser of 1% of the outstanding shares
or shares with a net asset value of $25,000 may advise the Trustees that
they wish to communicate with other shareholders for the purpose of
obtaining signatures requesting Trustees to call such a meeting. The
Trustees must thereupon afford access to the list of Fund shareholders
or offer to mail such solicitations at the shareholder's cost. If a
majority of the Trustees object to the contents of the solicitation, the
Trustees may request a determination of the Securities and Exchange
Commission as to the obligation to mail such material.

Any change in the Declaration of Trust, the Advisory Agreement, the
Administrative Services Agreement, the Agency Agreement or the Transfer
Agency Agreement, if it has the effect of increasing costs, or in the
fundamental investment restrictions of a Fund must be approved by a
majority of the shareholders of that Fund before it can become
effective. A "majority" means the vote of the lesser of (1) 67% of the
shares of the applicable Fund present at a meeting if the holders of
more than 50% of the outstanding shares are present in person or by
proxy, or (2) more than 50% of the outstanding shares of a Fund.

REGISTRATION STATEMENT

The Prospectus and this Statement of Additional Information omit certain
information contained in the Registration Statement filed with the
Securities and Exchange Commission. Copies of the Registration
Statement, including such omitted items, may be obtained from the
Commission by paying the charges prescribed under its rules and
regulations. In addition, the SEC maintains an Internet Web site that
contains reports, proxy and information statements that are filed
electronically with the SEC, including the Trust's Registration
Statement and such omitted items. The address of this site is
http://www.sec.gov.

Statements contained in the Prospectus and herein as to the contents of
any contact or other document referred to are not necessarily complete,
and, in each instance, reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement of
which the Prospectus and this Statement of Additional Information form a
part, each such statement being qualified in all respects by such
reference.

B-37

<PAGE>
<PAGE>
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., 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)]
(filed herewith)
(e) None
(f) None
(g) (1) Custody Agreement between the Registrant and Star Bank, N.A.,
dated December 7, 1994 (previously filed as Exhibit 8(a) to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(2) Global Custody Agreement between the Registrant and Chase
Manhattan Bank, dated as of September 1, 1998 (filed herewith)

C-1
<PAGE>
<PAGE>

(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 (filed herewith)
(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)
(3) Subscription Agreement, dated April 6, 1998, between the
Registrant and the initial holder of shares of Lindner High-Yield
Bond 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) Financial Data Schedules for each Series (EDGAR filing only)(filed
herewith)
(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.

C-2
<PAGE>
<PAGE>

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.

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

C-3
<PAGE>
<PAGE>
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:

<TABLE>
<CAPTION>
Position Business, Profession,
Name with Adviser Vocation, or Employment
- ---- ------------ -----------------------
<S> <C> <C>
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.
</TABLE>

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.

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.

C-4<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Clayton, and State of Missouri, on the 14th day of January, 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 January 14, 1999.

<TABLE>
<S> <C>
<F**> Chairman and Trustee
- ------------------------------------
Doug T. Valassis

/S/ ERIC E. RYBACK President and Trustee (Principal Executive Officer)
- ------------------------------------
Eric E. Ryback

/S/ BRIAN L. BLOMQUIST Vice President-Operations, Secretary and Treasurer
- ------------------------------------ (Principal Financial and Accounting Officer)
Brian L. Blomquist

<F**> Trustee
- ------------------------------------
Robert L. Byman

<F**> Trustee
- ------------------------------------
Terrence P. Fitzgerald

<F**> Trustee
- ------------------------------------
Marc P. Hartstein

<F**> Trustee
- ------------------------------------
Peter S. Horos

<F**> Trustee
- ------------------------------------
Donald J. Murphy

<F**> Trustee
- ------------------------------------
Dennis P. Nash

<FN>

<F**>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
</TABLE>

C-5

<PAGE>
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
(d)(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)]
(g)(2) Global Custody Agreement between the Registrant and
Chase Manhattan Bank, dated as of September 1, 1998
(h)(8) Third Amendment to Agency Agreement [Exhibit (h)(1)],
dated as of December 1, 1998
(n) Financial Data Schedules for each Series (EDGAR filing
only)
</TABLE>

C-6

<PAGE>

AMENDMENT NO. 1
TO
ADVISORY AND SERVICE CONTRACT

This is Amendment No. 1 to the Advisory and Service Contract (the
"Advisory Contract") dated as of June 28, 1995, between LINDNER
INVESTMENTS, a Massachusetts business trust, on behalf of its Series
designated at "Lindner Growth Fund", and RYBACK MANAGEMENT CORPORATION,
a Michigan corporation.

The parties hereby agree to amend Section 4 of the Advisory
Contract to read in its entirety as follows:

"4. Compensation of the Adviser. For the services and
---------------------------
facilities to be furnished by the Adviser hereunder, the Series
shall pay the Adviser an annual fee computed on the basis of the
Series' average net assets and the Series' investment performance
compared to the investment record of Russell 2000 Index.

(a) The Series' 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 the purpose,
distributions by the Series 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 Russell 2000 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 Series' 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.

Compensation for each fiscal year shall be the following
percentage of average net assets:
<PAGE>
<PAGE>
Basic Fee:

On the first $50 million of average net assets . . . .0.7%
On the excess over $50 million to $400 million
average net assets . . . . . . . . . . . . . . . . .0.6%
On the excess over $400 million average net assets . .0.5%

Plus or minus the following percentages of average net assets:

If the Series' investment performance for any fiscal year
exceeds the investment record of the Russell 2000 Index by:

6 to 12 percentage points . . . . . . . . . plus 0.1%
more than 12 percentage points. . . . . . . plus 0.2%

If the Series' investment performance for any fiscal year
falls below the investment record of the Russell 2000 Index
by:

6 to 12 percentage points . . . . . . . . .minus 0.1%
more than 12 percentage points. . . . . . .minus 0.2%

As soon as practicable after the last day of each fiscal
quarter, the Series shall pay as an installment toward the annual
fee, the lesser of (a) 0.1% of average net assets for the quarter,
or (b) the amount by which 0.375% of the first $30 million of
average net assets for the quarter plus 0.25% of average net
assets for the quarter in excess of $30 million exceed the Series'
operating and management expenses, exclusive of taxes, interest
and the adviser's compensation.

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 Series'
operations for the fiscal year.

The Adviser shall reimburse the Series for any excess of
annual operating and management expenses, exclusive of taxes and
interest but including the Adviser's compensation, over 1-1/2% of
the first $30,000,000 of the Series' average net assets plus 1% of
average net assets in excess of $30,000,000 for any fiscal year."

IN WITNESS WHEREOF the parties have executed this Amendment No. 1.

RYBACK MANAGEMENT CORPORATION

By: /S/ ERIC E. RYBACK
Eric E. Ryback, President

LINDNER INVESTMENTS, on behalf of the
Lindner Growth Fund

By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Chairman

<PAGE>

GLOBAL CUSTODY AGREEMENT

This AGREEMENT is effective September 1, 1998, and is between THE
CHASE MANHATTAN BANK ("Bank") and LINDNER INVESTMENTS ("Customer").

1. CUSTOMER ACCOUNTS.

Bank, acting as "Securities Intermediary" (as defined in Section
15(g) hereof) shall establish and maintain the following accounts
("Accounts"): (a) a Custody Account (as defined in Section 15(b) hereof)
in the name of Customer for Financial Assets, which shall, except as
modified by Section 15(d) hereof, mean stocks, shares, bonds,
debentures, notes, mortgages or other obligations for the payment of
money, bullion, coin and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase or subscribe for
the same or evidencing or representing any other rights or interests
therein and other similar property whether certificated or
uncertificated as may be received by Bank or its Subcustodian (as
defined in Section 3 hereof) for the account of Customer, including as
an "Entitlement Holder" as defined in Section 15(c) hereof); and

(b) an account in the name of Customer ("Deposit Account") for
any and all cash in any currency received by Bank or its Subcustodian
for the account of Customer, which cash shall not be subject to
withdrawal by draft or check.

Customer warrants its authority to: 1) deposit the cash and
Financial Assets (collectively "Assets") received in the Accounts and 2)
give Instructions (as defined in Section 1 1 hereof) concerning the
Accounts. Bank may deliver Financial Assets of the same class in place
of those deposited in the Custody Account.

Upon written agreement between Bank and Customer, additional
Accounts may be established and separately accounted for as additional
Accounts hereunder.

2. MAINTENANCE OF FINANCIAL ASSETS AND CASH AT BANK AND SUBCUSTODIAN
LOCATIONS.

Unless Instructions specifically require another location
acceptable to Bank:

(a) Financial Assets shall be held in the country or other
jurisdiction in which the principal trading market for such Financial
Assets is located, where such Financial Assets are to be presented for
payment or where such Financial Assets are acquired; and

(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.

Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular
currency. To the extent Instructions are issued and Bank can comply
with such Instructions, Bank is authorized to maintain cash balances on
deposit for Customer with itself or one of its "Affiliates" at such
reasonable rates of interest as may from time to time be paid on such
accounts, or in non-interest bearing accounts as Customer may direct, if
acceptable to Bank. For purposes hereof, the term "Affiliate" shall
mean an entity controlling, controlled by, or under common control with,
Bank.

If Customer wishes to have any of its Assets held in the custody
of an institution other than the established Subcustodians as defined in
Section 3 (or their securities depositories), such arrangement must be
authorized by a written agreement, signed by Bank and Customer.

3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.

Bank may act hereunder through the subcustodians listed in
Schedule A hereof with which Bank has entered into subcustodial
agreements ("Subcustodians"). Customer authorizes Bank to hold Assets
in the Accounts in accounts which Bank has established with one or more
of its branches or Subcustodians. Bank and Subcustodians are authorized
to hold any of Financial Assets in their account with any securities
depository in which they participate.

Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to
Schedule A. Upon request by Customer, Bank shall identify the name,
address and principal place of business of any Subcustodian of Customer's
Assets and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.

4. USE OF SUBCUSTODIAN.

(a) Bank shall identify the Assets on its books as belonging to
Customer.

(b) A Subcustodian shall hold such Assets together with assets
belonging to other customers of Bank in accounts identified on such
Subcustodian's books as custody accounts for the exclusive benefit of
customers of Bank.

(c) Any Assets in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent. Any Financial
Assets held in a securities depository for the account of a Subcustodian
shall be subject only to the instructions of such Subcustodian.

(d) Any agreement Bank enters into with a Subcustodian for
holding Bank's customers' assets shall provide that such assets shall
not be subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian except for safe custody or
administration, and that the beneficial ownership of such assets shall
be freely transferable without the payment of money or value other than
for safe custody or administration, or, in the case of cash deposits,
except for liens or rights in favor of creditors of the Subcustodian
arising under bankruptcy, insolvency or similar laws. Where Securities
are deposited by a Subcustodian with a securities depository, Bank shall
cause the Subcustodian to identify on its books as belonging to Bank, as
agent, the Securities shown on the Subcustodian's account on the books
of such securities depository. The foregoing shall not apply to the
extent of any special agreement or arrangement made by Customer with any
particular Subcustodian.

5. DEPOSIT ACCOUNT TRANSACTIONS.

(a) Bank or its Subcustodians shall make payments from the
Deposit Account upon receipt of Instructions which include all
information required by Bank.

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(b) In the event that any payment to be made under this Section
5 exceeds the funds available in the Deposit Account, Bank, in its
discretion, may advance Customer such excess amount which shall be
deemed a loan payable on demand, bearing interest at the rate
customarily charged by Bank on similar loans.

(c) If Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due,
Customer shall promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited.
If Customer does not promptly return any amount upon such notification,
Bank shall be entitled, upon oral or written notification to Customer,
to reverse such credit by debiting the Deposit Account for the amount
previously credited. Bank or its Subcustodian shall have no duty or
obligation to institute legal proceedings, file a claim or a proof of
claim in any insolvency proceeding or take any other action with respect
to the collection of such amount, but may act for Customer upon
Instructions after consultation with Customer.

6. CUSTODY ACCOUNT TRANSACTIONS.

(a) Financial Assets shall be transferred, exchanged or delivered
by Bank or its Subcustodian upon receipt by Bank of Instructions which
include all information required by Bank. Settlement and payment for
Financial Assets received for, and delivery of Financial Assets out of,
the Custody Account may be made in accordance with the customary or
established securities trading or securities processing practices and
procedures in the jurisdiction or market in which the transaction occurs,
including, without limitation, delivery of Financial Assets to a
purchaser, dealer or their agents against a receipt with the expectation
of receiving later payment and free delivery. Delivery of Financial
Assets out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to Bank.

(b) Bank, in its discretion, may credit or debit the Accounts on
a contractual settlement date with cash or Financial Assets with respect
to any sale, exchange or purchase of Financial Assets. Otherwise, such
transactions shall be credited or debited to the Accounts on the date
cash or Financial Assets are actually received by Bank and reconciled to
the Account.

(i) Bank may reverse credits or debits made to the
Accounts in its discretion if the related transaction fails to
settle within a reasonable period, determined by Bank in its
discretion, after the contractual settlement date for the related
transaction.

(ii) If any Financial Assets delivered pursuant to this
Section 6 are returned by the recipient thereof, Bank may reverse
the credits and debits of the particular transaction at any time.

7. ACTIONS OF BANK.

Bank shall follow Instructions received regarding Assets held in
the Accounts. However, until it receives Instructions to the contrary,
Bank shall:

(a) Present for payment any Financial Assets which are called,
redeemed or retired or otherwise become payable and all coupons and
other income items which call for payment upon presentation, to the
extent that Bank or Subcustodian is actually aware of such
opportunities.

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(b) Execute in the name of Customer such ownership and other
certificates as may be required to obtain payments in respect of
Financial Assets.

(d) Appoint brokers and agents for any transaction involving the
Financial Assets, including, without limitation, Affiliates of Bank or
any Subcustodian.

(e) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.

Bank shall send Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices
or notifications shall indicate the identity of the entity having
custody of the Assets. Unless Customer sends Bank a written exception
or objection to any Bank statement within sixty (60) days of receipt,
Customer shall be deemed to have approved such statement. In such
event, or where Customer has otherwise approved any such statement, Bank
shall, to the extent permitted by law, be released, relieved and
discharged with respect to all matters set forth in such statement or
reasonably implied therefrom as though it had been settled by the decree
of a court of competent jurisdiction in an action where Customer and all
persons having or claiming an interest in Customer or Customer's
Accounts were parties.

All collections of funds or other property paid or distributed in
respect of Financial Assets in the Custody Account shall be made at the
risk of Customer. Bank shall have no liability for any loss occasioned
by delay in the actual receipt of notice by Bank or by its Subcustodians
of any payment, redemption or other transaction regarding Financial
Assets in the Custody Account in respect of which Bank has agreed to
take any action hereunder.

8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.

(a) Corporate Actions. Whenever Bank receives information
-----------------
concerning the Financial Assets which requires discretionary action by
the beneficial owner of the Financial Assets (other than a proxy), such
as subscription rights, bonus issues, stock repurchase plans and rights
offerings, or legal notices or other material intended to be transmitted
to securities holders ("Corporate Actions"), Bank shall give Customer
notice of such Corporate Actions to the extent that Bank's central
corporate actions department has actual knowledge of a Corporate Action
in time to notify its customers.

When a rights entitlement or a fractional interest resulting from
a rights issue, stock dividend, stock split or similar Corporate Action
is received which bears an expiration date, Bank shall endeavor to
obtain Instructions from Customer or its Authorized Person (as defined
in Section 10 hereof), but if Instructions are not received in time for
Bank to take timely action, or actual notice of such Corporate Action
was received too late to seek Instructions, Bank is authorized to sell
such rights entitlement or fractional interest and to credit the Deposit
Account with the proceeds or take any other action it deems, in good
faith, to be appropriate in which case it shall be held harmless for any
such action.

(b) Proxy Voting. Bank shall provide proxy voting services, if
------------
elected by Customer, in accordance with the terms of the proxy voting
services rider hereto. Proxy voting services may be provided by Bank
or, in whole or in part, by one or more third parties appointed by Bank
(which may be Affiliates of Bank).

4<PAGE>
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(i) Subject to the provisions hereof, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or tax
credits which apply in each applicable market in respect of income
payments on Financial Assets for Customer's benefit which Bank
believes may be available to Customer.

(ii) The provision of tax reclaim services by Bank is conditional
upon Bank's receiving from Customer or, to the extent the
Financial Assets are beneficially owned by others, from each
beneficial owner, A) a declaration of the beneficial owner's
identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from Bank).
--- -----
Customer acknowledges that, if Bank does not receive such
declarations, documentation and information Bank shall be unable
to provide tax reclaim services.

(iii) Bank shall not be liable to Customer or any third party for
any taxes, fines or penalties payable by Bank or Customer, and
shall be indemnified accordingly, whether these result from the
inaccurate completion of documents by Customer or any third party,
or as a result of the provision to Bank or any third party of
inaccurate or misleading information or the withholding of
material information by Customer or any other third party, or as a
result of any delay of any revenue authority or any other matter
beyond Bank's control.

(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries
notified to Customer from time to time and Bank may, by
notification in writing, at Bank's absolute discretion, supplement
or amend the markets in which tax reclaim services are offered.
Other than as expressly provided in this sub-clause, Bank shall
have no responsibility with regard to Customer's tax position or
status in any jurisdiction.

(v) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental
body in relation to Customer or the securities and/or cash held
for Customer.

(vi) Tax reclaim services may be provided by Bank or, in whole or
in part, by one or more third parties appointed by Bank (which may
be Bank's affiliates); provided that Bank shall be liable for the
performance of any such third party to the same extent as Bank
would have been if Bank performed such services.

(d) Tax Obligations.
---------------

(i) Customer confirms that Bank is authorized to deduct from any
cash received or credited to the Deposit Account any taxes or
levies required by any revenue or governmental authority for
whatever reason in respect of the Custody Account.

(ii) If Bank does not receive appropriate declarations,
documentation and information that additional United Kingdom
taxation shall be deducted from all income received in respect of
the Financial Assets issued outside the United Kingdom and any
applicable United States withholding tax shall be deducted from
income received from the Financial Assets. Customer shall provide
to Bank such documentation and information as Bank may require in
connection with taxation, and warrants that, when given, this
information shall be true and correct in every respect, not
misleading in any way, and contain all material information.
Customer undertakes to notify Bank immediately if any such
information requires updating or amendment.

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(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and
Customer agrees to pay, indemnify and hold Bank harmless from and
against any and all liabilities, penalties, interest or additions
to tax with respect to or resulting from, any delay in, or failure
by, Bank (1) to pay, withhold or report any U.S. federal, state or
local taxes or foreign taxes imposed on, or (2) to report
interest, dividend or other income. paid or credited to the
Deposit Account, whether such failure or delay by Bank to pay,
withhold or report tax or income is the result of (x) Customer's
failure to comply with the terms of this paragraph, or (y) Bank's
own acts or omissions; provided however, Customer shall not be
liable to Bank for any penalty or additions to tax due as a result
of Bank's failure to pay or withhold tax or to report interest,
dividend or other income paid or credited to the Deposit Account
solely as a result of Bank's negligent acts or omissions.

9. NOMINEES.

Financial Assets which are ordinarily held in registered form may
be registered in a nominee name of Bank, Subcustodian or securities
depository, as the case may be. Bank may without notice to Customer
cause any such Financial Assets to cease to be registered in the name of
any such nominee and to be registered in the name of Customer. In the
event that any Financial Assets registered in a nominee name are called
for partial redemption by the issuer, Bank may allot the called portion
to the respective beneficial holders of such class of security in any
manner Bank deems to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from any liability
arising directly or indirectly from their status as a mere record holder
of Financial Assets in the Custody Account.

10. AUTHORIZED PERSONS.

As used herein, the term "Authorized Person" means employees or
agents including investment managers as have been designated by written
notice from Customer or its designated agent to act on behalf of
Customer hereunder. Such persons shall continue to be Authorized
Persons until such time as Bank receives Instructions from Customer or
its designated agent that any such employee or agent is no longer an
Authorized Person.

11. INSTRUCTIONS.

The term "Instructions" means instructions of any Authorized
Person received by Bank, via telephone, telex, facsimile transmission,
bank wire or other teleprocess or electronic instruction or trade
information system acceptable to Bank which Bank believes in good faith
to have been given by Authorized Persons or which are transmitted with
proper testing or authentication pursuant to terms and conditions which
Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded.
The term "Instructions" includes, without limitation, instructions to
sell, assign, transfer, deliver, purchase or receive for the Custody
Account, any and all stocks, bonds and other Financial Assets or to
transfer funds in the Deposit Account.

Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which
confirmation may bear the facsimile signature of such Person), but
Customer shall hold Bank harmless for the failure of an Authorized
Person to send such confirmation in writing, the failure of such
confirmation to conform to the telephone instructions received or Bank's
failure to produce such confirmation at any subsequent time. Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer
shall be responsible for safeguarding any testkeys, identification codes
or other security devices which Bank shall make available to Customer or
its Authorized Persons.

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12. STANDARD OF CARE; LIABILITIES.

(a) Bank shall be responsible for the performance of only such
duties as are set forth herein or expressly contained in Instructions
which are consistent with the provisions hereof as follows:

(i) Notwithstanding any other provisions of this
Agreement, Bank's responsibilities shall be limited to the
exercise of reasonable care with respect to its obligations
hereunder. Bank shall only be liable to Customer for any loss
which shall occur as the result of the failure of a Subcustodian
to exercise reasonable care with respect to the safekeeping of
such Assets where such loss results directly from the failure by
the Subcustodian to use reasonable care in the provision of
custodial services by it in accordance with the standards
prevailing in its local market or from the willful default of such
Subcustodian in the provision of custodial services by it. In the
event of any loss to Customer which is compensable hereunder (i.e.
---
a loss arising by reason of willful misconduct or the failure of
Bank or its Subcustodian to use reasonable care), Bank shall be
liable to Customer only to the extent of Customer's direct
damages, to be determined based on the market value of the
property which is the subject of the loss at the date of discovery
of such loss and without reference to any special conditions or
circumstances. Bank shall have no liability whatsoever for any
consequential, special, indirect or speculative loss or damages
(including, but not limited to, lost profits) suffered by Customer
in connection with the transactions and services contemplated
hereby and the relationship established hereby even if Bank has
been advised as to the possibility of the same and regardless of
the form of the action.

(ii) Bank shall not be responsible for the insolvency of
any Subcustodian which is not a branch or Affiliate of Bank. Bank
shall not be responsible for any act, omission, default or the
solvency of any broker or agent which it or a Subcustodian
appoints unless such appointment was made negligently or in bad
faith.

(iii) (A) Customer shall indemnify and hold Bank and its
directors, officers, agents and employees (collectively the
"Indemnitees") harmless from and against any and all claims,
liabilities, losses, damages, fines, penalties, and expenses,
including out-of-pocket and incidental expenses and legal fees
("Losses") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them for following any
instructions or other directions upon which Bank is authorized to
rely pursuant to the terms of this Agreement. (B) In addition to
and not in limitation of the preceding subparagraph, customer
shall also indemnify and hold the Indemnitees and each of them
harmless from and against any and all Losses that may be imposed
on, incurred by, or asserted against, the Indemnitees or any of
them in connection with or arising out of Bank's performance under
this Agreement, provided the Indemnitees have not acted with
negligence or engaged in willful misconduct. (C) In performing its
obligations hereunder, Bank may rely on the genuineness of any
document which it believes in good faith to have been validly
executed.

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(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of
any taxes or other governmental charges, and any related expenses
with respect to income from or Assets in the Accounts.

(v) Bank shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for Customer) on all matters
and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.

(vi) Bank need not maintain any insurance for the benefit
of Customer.

(vii) Without limiting the foregoing, Bank shall not be
liable for any loss which results from: 1) the general risk of
investing, or 2) investing or holding Assets in a particular
country including, but not limited to, losses resulting from
malfunction, interruption of or error in the transmission of
information caused by any machines or system or interruption of
communication facilities, abnormal operating conditions,
nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or
affect the value of Assets.

(viii) Neither party shall be liable to the other for
any loss due to forces beyond their control including, but not
limited to strikes or work stoppages, acts of war (whether
declared or undeclared) or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.

(b) Consistent with and without limiting the first paragraph of
this Section 12, it is specifically acknowledged that Bank shall have no
duty or responsibility to:

(i) question Instructions or make any suggestions to
Customer or an Authorized Person regarding such Instructions;

(ii) supervise or make recommendations with respect to
investments or the retention of Financial Assets;

(iii) advise Customer or an Authorized Person regarding any
default in the payment of principal or income of any security
other than as provided in Section 5(c) hereof;

(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other
party to which Financial Assets are delivered or payments are made
pursuant hereto; and

(v) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons issuing Instructions
shall bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank.

(c) Customer authorizes Bank to act hereunder notwithstanding
that Bank or any of its divisions or Affiliates may have a material
interest in a transaction, or circumstances are such that Bank may have
a potential conflict of duty or interest including the fact that Bank or
any of its Affiliates may provide brokerage services to other customers,
act as financial advisor to the

issuer of Financial Assets, act as a lender to the issuer of Financial
Assets, act in the same transaction as agent for more than one customer,
have a material interest in the issue of Financial Assets, or earn
profits from any of the activities listed herein.

13. FEES AND EXPENSES.

Customer shall pay Bank for its services hereunder the fees set
forth in Schedule B hereto or such other amounts as may be agreed upon
in writing, together with Bank's reasonable out-of-pocket or incidental
expenses, including, but not limited to, legal fees. Bank shall have a
lien on and is authorized to charge any Accounts of Customer for any
amount owing to Bank under any provision hereof.

14. MISCELLANEOUS.

(a) Foreign Exchange Transactions. To facilitate the
-----------------------------
administration of Customer's trading and investment activity, when
instructed by specific or standing instruction, Bank is authorized to
enter into spot or forward foreign exchange contracts with Customer or
an Authorized Person for Customer and may also provide foreign exchange
through its subsidiaries, Affiliates or Subcustodians. Instructions,
may be issued with respect to such contracts but Bank may establish
rules or limitations concerning any foreign exchange facility made
available. In all cases where Bank, its subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract
with Customer that covers foreign exchange transactions for the
Accounts, the terms and conditions of that foreign exchange contract,
and to the extent not inconsistent, this Agreement, shall apply to such
transactions.

(b) Certification of Residency, etc. Customer certifies that it
-------------------------------
is a resident of the United States and shall notify Bank of any changes
in residency. Bank may rely upon this certification or the
certification of such other facts as may be required to administer
Bank's obligations hereunder. Customer shall indemnify Bank against all
losses, liability, claims or demands arising directly or indirectly from
any such certifications.

(c) Access to Records. Bank shall allow Customer's independent
-----------------
public accountant reasonable access to the records of Bank relating to
the Assets as is required in connection with their examination of books
and records pertaining to Customer's affairs. Subject to restrictions
under applicable law, Bank shall also obtain an undertaking to permit
Customer's independent public accountants reasonable access to the
records of any Subcustodian which has physical possession of any Assets
as may be required in connection with the examination of Customer's
books and records.

(d) Governing Law: Successors and Assigns, Captions THIS
-----------------------------------------------
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall
not be assignable by either party, but shall bind the successors in
interest of Customer and Bank. The captions given to the sections and
subsections of this Agreement are for convenience of reference only and
are not to be used to interpret this Agreement.

(e) Entire Agreement; Applicable Riders. Customer represents
-----------------------------------
that the Assets deposited in the Accounts are (Check one):

____ Investment Company assets subject to certain U.S. Securities
and Exchange Commission rules and regulations;

____ Other (specify)

9<PAGE>
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This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - _________ and the following Rider(s)
[Check applicable rider(s)]:

____ INVESTMENT COMPANY

____ PROXY VOTING

____ SPECIAL TERMS AND CONDITIONS

There are no other provisions hereof and this Agreement supersedes
any other agreements, whether written or oral, between the parties. Any
amendment hereto must be in writing, executed by both parties.

(f) Severability. In the event that one or more provisions
------------
hereof are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the
validity, legality and enforceability of such provision or provisions
under other circumstances or in other jurisdictions and of the remaining
provisions shall not in any way be affected or impaired.

(g) Waiver. Except as otherwise provided herein, no failure or
------
delay on the part of either party in exercising any power or right
hereunder operates as a waiver, nor does any single or partial exercise
of any power or right preclude any other or further exercise, or the
exercise of any other power or right. No waiver by a party of any
provision hereof, or waiver of any breach or default, is effective
unless in writing and signed by the party against whom the waiver is to
be enforced.

(h) Representations and Warranties. (i) Customer hereby
------------------------------
represents and warrants to Bank that: (A) it has full authority and
power to deposit and control the Financial Assets and cash deposited in
the Accounts; (B) it has all necessary authority to use Bank as its
custodian; (C) this Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms; (D) it shall have
full authority and power to borrow moneys and enter into foreign
exchange transactions; and (E) it has not relied on any oral or written
representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the
duties of Bank. (ii) Bank hereby represents and warrants to Customer
that: (A) it has the full power and authority to perform its obligations
hereunder, (B) this Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms; and (C) that it
has taken all necessary action to authorize the execution and delivery
hereof.

(i) Notices. All notices hereunder shall be effective when
-------
actually received. Any notices or other communications which may be
required hereunder are to be sent to the parties at the following
addresses or such other addresses as may subsequently be given to the
other parry in writing: (a) Bank: The Chase Manhattan Bank, 4 Chase
MetroTech Center, Brooklyn, N.Y. 11245, Attention: Global Investor
Services, Investment Management Group; and (b) Customer: ________
____________________________________________________________________.

(j) Termination. This Agreement may be terminated by Customer
-----------
or Bank by giving sixty (60) days written notice to the other, provided
that such notice to Bank shall specify the names of the persons to whom
Bank shall deliver the Assets in the Accounts. If notice of termination
is given by Bank, Customer shall, within sixty (60) days following
receipt of the notice, deliver to Bank Instructions specifying the names
of the persons to whom Bank shall deliver the Assets. In either case
Bank shall deliver the Assets to the persons so

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specified, after deducting any amounts which Bank determines in good
faith to be owed to it under Section 13. If within sixty (60) days
following receipt of a notice of termination by Bank, Bank does not
receive Instructions from Customer specifying the names of the persons
to whom Bank shall deliver the Assets, Bank, at its election, may
deliver the Assets to a bank or trust company doing business in the
State of New York to be held and disposed of pursuant to the provisions
hereof, or to Authorized Persons, or may continue to hold the Assets
until Instructions are provided to Bank.

(k) Money Laundering. Customer warrants and undertakes to Bank
----------------
for itself and its agents that all Customer's customers are properly
identified in accordance with U.S. Money Laundering Regulations as in
effect from time to time.

(1) Imputation of certain information. Bank shall not be held
---------------------------------
responsible for and shall not be required to have regard to information
held by any person by imputation or information of which Bank is not
aware by virtue of a "Chinese Wall" arrangement. If Bank becomes aware
of confidential information which in good faith it feels inhibits it
from effecting a transaction hereunder Bank may refrain from effecting
it.

15. DEFINITIONS.

As used herein, the following terms shall have the meaning
hereinafter stated:

a) "Certificated Security" shall mean a security that is represented
by a certificate.

b) "Custody Account" means each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant
hereto.

c) "Entitlement Holder" shall mean the person on the records of a
Securities Intermediary as the person having a Securities
Entitlement against the Securities Intermediary.

d) "Financial Asset" shall mean, as the context requires, either the
asset itself or the means by which a person's claim to it is
evidenced, including a Certificated Security or Uncertificated
Security, a security certificate, or a Securities Entitlement.

e) "Securities" means stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated
Securities or Uncertificated Securities and commonly traded or
dealt in on securities exchanges or financial markets, and other
obligations of an issuer, or shares, participations and interests
in an issuer recognized in an area in which it is issued or dealt
in as a medium for investment and any other property as shall be
acceptable to Bank for the Custody Account.

f) "Securities Entitlement" shall mean the rights and property
interest of an Entitlement Holder with respect to a Financial
Asset as set forth in Part 5 of the Uniform Commercial Code.

g) "Securities Intermediary" shall mean Bank, a Subcustodian, a
securities depository, and any other financial institution which
in the ordinary course of business maintains custody accounts for
others and acts in that capacity.

h) "Uncertificated Security" shall mean a security that is not
represented by a certificate.

11
<PAGE>
<PAGE>

i) "Uniform Commercial Code" means Article 8 of the Uniform
Commercial Code of the State of New York, as the same may be
amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first-above written.

CUSTOMER: LINDNER INVESTMENTS

By: /S/ BRIAN L. BLOMQUIST
Brian L. Blomquist
Title: Executive Vice President
Date:

THE CHASE MANHATTAN BANK

By: /S/ DAVID A. ETZBACH
David A. Etzbach
Title: Assistant Vice President
Date:

STATE OF MISSOURI )
) : ss.
COUNTY OF )

On this _____ day of ____________, 1998, before me personally came
Brian L. Blomquist, to me known, who being by me duly sworn, did depose
and say that he/she resides in ___________________________ at that
he/she is Executive Vice President of Lindner Investments, the entity
described in and which executed the foregoing instrument; that he/she
knows the seal of said entity, that the seat affixed to said instrument
is such seal, that it was so affixed by order of said entity, and that
he/she signed his/her name thereto by like order.

Sworn to before me this
day of ____________, 199__

Notary

STATE OF NEW YORK )
) : ss.
COUNTY OF )

On this ___ day of ________________, 1998, before me personally
came David A. Etzbach, to me known, who being by me duly sworn, did
depose and say that he/she resides in New Jersey at 500 Ridgewood Rd.,
Maplewood; that he is an Assistant Vice President of THE CHASE MANHATTAN
BANK, the corporation described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation, that the
seal affixed to said instrument is such corporate seal, that it was so
affixed by order of the Board of Directors of said corporation, and that
he/she signed his/her name thereto by like order.

Sworn to before me this
day of __________, 199__.

Notary

12<PAGE>
<PAGE>

Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
Lindner Investments
effective September 1, 1998

The following modifications are made to the Agreement:

A. Add a new Section 16 to the Agreement as follows:

16. Compliance with SEC rule 17f-5.
------------------------------

(a) Customer's board of directors (or equivalent body)
(hereinafter 'Board') hereby delegates to Bank, and, except as to the
country or countries as to which Bank may, from time to time, advise
Customer that it does not accept such delegation, Bank hereby accepts
the delegation to it, of the obligation to perform as Customer's
'Foreign Custody Manager' (as that term is defined in SEC rule l7f-
5(a)(2)), both for the purpose of selecting Eligible Foreign Custodians
(as that term is defined in SEC rule l7f-5(a)(1), and as the same may be
amended from time to time, or that have otherwise been made exempt
pursuant to an SEC exemptive order) to hold Assets and of evaluating the
contractual arrangements with such Eligible Foreign Custodians (as set
forth in SEC rule l7f-5(c)(2)); provided that, the term Eligible Foreign
Custodian shall not include any 'Compulsory Depository.' A Compulsory
Depository shall mean a securities depository or clearing agency the use
of which is compulsory because: (1) its use is required by law or
regulation, (2) securities cannot be withdrawn from the depository, or
(3) maintaining securities outside the depository is not consistent with
prevailing custodial practices in the country which the depository
serves. Compulsory Depositories used by Bank as of the date hereof are
set forth in Appendix 1-A hereto, and as the same may be amended on
notice to Customer from time to time.

(b) In connection with the foregoing, Bank shall:

(i) provide written reports notifying Customer's Board of the
placement of Assets with particular Eligible Foreign Custodians
and of any material change in the arrangements with such Eligible
Foreign Custodians, with such reports to be provided to Customer's
Board at such times as the Board deems reasonable and appropriate
based on the circumstances of Customer's foreign custody
arrangements (and until further notice from Customer such reports
shall be provided not less than quarterly with respect to the
placement of Assets with particular Eligible Foreign Custodians
and with reasonable promptness upon the occurrence of any material
change in the arrangements with such Eligible Foreign Custodians);

(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person
having responsibility for the safekeeping of Assets would
exercise;

(iii) in selecting an Eligible Foreign Custodian, first have
determined that Assets placed and maintained in the safekeeping of
such Eligible Foreign Custodian shall be subject to reasonable
care, based on the standards applicable to custodians in the
relevant market, after having considered all factors relevant to
the safekeeping of such Assets, including, without limitation,
those factors set forth in SEC rule l7f-5(c)(l)(i)-(iv);

(iv) determine that the written contract with the Eligible
Custodians that is a securities depository or clearing agency,
such contract, the rules or established practices or procedures of
the depository, or any combination of the foregoing) requires that
the Eligible Foreign Custodian will provide reasonable care for
Assets based on the standards applicable to custodians in the
relevant market.

(v) have established a system to monitor the continued
appropriateness of maintaining Assets with particular Eligible
Foreign Custodians and of the governing contractual arrangements;
it being understood, however, that in the event that Bank shall
have determined that the existing Eligible Foreign Custodian in a
given country would no longer afford Assets reasonable care and
that no other Eligible Foreign Custodian in that country would
afford reasonable care, Bank shall promptly so advise Customer and
shall then act in accordance with the Instructions of Customer
with respect to the disposition of the affected Assets.

Subject to (b)(i)-(v) above, Bank is hereby authorized to place and
maintain Assets on behalf of Customer with Eligible Foreign Custodians
pursuant to a written contract deemed appropriate by Bank.

(c) Except as expressly provided herein, Customer shall be
solely responsible to assure that the maintenance of Assets hereunder
complies with the rules, regulations, interpretations and exemptive
orders promulgated by or under the authority of the SEC.

(d) Bank represents to Customer that it is a U.S. Bank as
defined in Rule l7f-5(a)(7). Customer represents to Bank that: (1) the
Assets being placed and maintained in Bank's custody are subject to the
Investment Company Act of 1940, as amended (the "1940 Act"), as the same
may be amended from time to time; (2) its Board: (i) has determined that
it is reasonable to rely on Bank to perform as Customer's Foreign
Custody Manager (ii) or its investment adviser shall have determined
that Customer may maintain Assets in each country in which Customer's
Assets shall be held hereunder and determined to accept the risks
arising therefrom (including, but not limited to, a country's financial
infrastructure), prevailing custody and settlement practices, laws
applicable to the safekeeping and recovery of Assets held in custody,
and the likelihood of nationalization, currency controls and the like)
(collectively ("Country Risk")). Nothing contained herein shall require
Bank to make any selection or to engage in any monitoring on behalf of
Customer that would entail consideration of Country Risk.

(e) Bank shall provide to Customer such information relating to
Country Risk as is specified in Appendix I-B hereto. Customer hereby
acknowledges that: (i) such information is solely designed to inform
Customer of market conditions and procedures and is not intended as a
recommendation to invest or not invest in particular markets; and (ii)
Bank has gathered the information from sources it considers reliable,
but that Bank shall have no responsibility for inaccuracies or
incomplete information.

B. Add the following after the first sentence of Section 3 of the
Agreement: "At the request of Customer, Bank may, but need not, add to
Schedule A an Eligible Foreign Custodian that is either a bank or a non-
Compulsory Depository where Bank has not acted as Foreign Custody
Manager with respect to the selection thereof. Bank shall notify
Customer in the event that it elects to add any such entity."

C. Add the following language to the end of Section 3 of the Agreement:

"The term Subcustodian as used herein shall mean the following:

(a) a 'U.S. Bank,' which shall mean a U.S. bank as defined in
SEC rule l7f-5(a)(7);

<PAGE>
(b) an 'Eligible Foreign Custodian,' which shall mean (i) a
banking institution or trust company, incorporated or organized
under the laws of a country other than the United States, that is
regulated as such by that country's government or an agency
thereof, (ii) a majority-owned direct or indirect subsidiary of a
U.S. bank or bank holding company which subsidiary is incorporated
or organized under the laws of a country other than the United
States; (iii) a securities depository or clearing agency,
incorporated or organized under the laws of a country other than
the United States (other than a Compulsory Depository), that acts
as a system for the central handling of securities or equivalent
book-entries in that country and that is regulated by a foreign
financial regulatory authority as defined under section 2(a)(50)
of the 1940 Act, (iv) a securities depository or clearing agency
organized under the laws of a country other than the United States
to the extent acting as a transnational system for the central
handling of securities or equivalent book-entries, and (v) any
other entity that shall have been so qualified by exemptive order,
rule or other appropriate action of the SEC.

For purposes of clarity, it is agreed that as used in Section 12(a)(i),
the term Subcustodian shall not include any Eligible Foreign Custodian
as to which Bank has not acted as Foreign Custody Manager or any
Compulsory Depository.

<PAGE>
<PAGE>
<TABLE>
Appendix 1-A
COMPULSORY DEPOSITORIES

<S> <C> <C>
Argentina Caja de Valores Equity, Corporate & Government Debt

Australia Austraclear Ltd. Corporate Debt, Money Market + Semi-Government Debt
CHESS Equity
(Clearing House Electronic Sub-register System)
RITS Government Debt
(Reserve Bank Information and Transfer System)

Austria Osterreichische Kontrolbank AG Equity, Corporate + Government Debt

Belgium CIK Equity + Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres)
Banque Nationale de Belgique Treasury Bills + Government Debt

Brazil BOVESPA Equity
(Bolsa de Valores de Sao Paolo)
BVRJ
(Bolsa de Valores de Rio de Janeiro) Equity

Bulgaria BNB Government Debt
(Bulgaria National Bank)
Central Depository A.D. Equity

Canada CDS Equity, Corporate + Government Debt
(Canadian Depository for Securities)

China,
Shanghai SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corp.)
China,
Shenzhen SSCC Equity
(Shenzhen Securities Clearing Co., Ltd.)

Colombia DCV Government debt issued, guaranteed
(Deposito Central de Valores) or administered by the central bank.

Croatia CDA Equity and listed government debt.
(Central Depository Agency) (Created in April 1997, the CDA is
expected to be operational in 1998)

Ministry of Finance Registry & Short-term debt issued by the
National Bank of Croatia Registry Ministry of Finance and the
National Bank of Croatia,
respectively.

Czech SCP Equity + Long-Term Government Debt
Republic (Securities Center)

Denmark VP Equity, Corporate + Government Debt
(Vaerdipapircentralen)

Egypt Misr Clearing & Sec. Dep. Equity

Estonia EVK Equity
(Estonian Central Depository for
Securities Ltd.)

Euromarket Cedel & Euroclear Euro-Debt

Finland CSR Equity + Government Debt
(Central Share Registry Finland)

France SICOVAM Equity + Corporate Debt
(Banque de France)
SATURNE Government Debt
(Banque de France)

Germany DBC Equity, Corporate + Government Debt
(Deutsche Boerse Clearing A.G.)

Greece Apothetirio Tiflon A.E. Equity

Bank of Greece Government Debt

Hong Kong CCASS Equity
(Central Clearing and Settlement System)
CMU Corporate + Government Debt
(Central Moneymarkets Unit)

Hungary Keler Ltd. Equity + Government Debt

India NSDL Equity + Corporate Debt
(National Securities Depository Limited)

<PAGE>
Ireland CREST Equity
GSO Government Debt
(Gilt Settlement Office)

Israel TASE Clearing House Equity, Corporate + Government Debt
(Tel Aviv Stock Exchange Clearing House)

Italy Monte Titoli Equity + Corporate Debt
Bank of Italy Government Debt

Japan Bank of Japan Registered Government Debt

Latvia LCD Equity + Government Debt
(Latvian Central Depository)

Lebanon Midclear Equity
(Custodian and Clearing Center of Lebanon
and the Middle East)

Lithuania CSDL Equity + Government Debt
(Central Securities Depository of Lithuania)

Luxembourg Cedel Equity

Malaysia MCD Equity
(Malaysian Central Depository Snd Blid)

Mauritius CDS Equity
(Central Depository System)

Mexico Indeval Equity, Corporate + Government Debt
(Institucion para el Deposito de Valores)

Morocco Maroclear Equity + Corporate Debt (expected to be
operational in 1998)

Netherlands NECIGEF/KAS Associate N.V. Equity, Corp. + Govt. Debt

New Zealand Austraclear New Zealand Equity, Corporate + Government Debt

Norway VPS Equity, Corporate + Government Debt
(Verdipapirsentralen)

Oman MSM Equity
(Muscat Securities Market)

Pakistan CDC Equity
(Central Depository Company of Pakistan Ltd.)

Peru CAVALI Equity
(Caja de Valores)

Philippines PCD Equity
(Philippine Central Depository)

Poland NDS Equity, Long-Term Government Debt +
(National Securities Depository) Vouchers

CRT Treasury-Bills
(Central Registry of Treasury-Bills)

Portugal Interbolsa Equity, Corporate + Government Debt

Romania SNCDD - RASDAQ Equity
(National Company for Clearing, Settlement
and Depository for Securities)
BSE Equity
(Bucharest Stock Exchange Registry)
National Bank of Romania Treasury-Bills

Russia Vnestorgbank Ministry of Finance Bonds
National Depository Center GKOs are Treasury Bills with three
months to one year maturity; OFZs
are Federal Loan bonds with one to
two years' maturity

Singapore CDP Equity + Corporate Debt and Malaysian
(Central Depository Pte. Ltd.) equities traded on CLOB

Monetary Authority of Singapore Government Debt

Slovak
Republic SCP Equity + Government Debt
(Stredisko Cennych Papiru)
National Bank of Slovakia Treasury-Bills

Slovenia KDD Equity + Corporate Debt
The CentraIna Klirinsko Depota Druzba
d.d. (KDD)

So. Africa CD Corporate + Government Debt
(Central Depository)

So. Korea KSD Equity, Corporate + Government Debt

Spain SCLV Equity + Corporate Debt
(Servicio de Compensacion y
Liquidacion de Valores)
CBEO Government Debt
(Central Book Entry Office)

SriLanka CDS Equity
(Central Depository System (Private) Ltd.)

Sweden WC Equity, Corporate + Government Debt
(Vardepapperscentralen AB)

Switzerland SEGA Equity, Corporate + Government Debt
(Schweizerische Effekten-Giro AG)

Taiwan TSCD Equity + Government Debt
(Taiwan Securities Central Depository Co., Ltd.)
<PAGE>
<PAGE>
Thailand TSDC Equity, Corporate + Government Debt
(Thailand Securities Depository Company Ltd.)

Tunisia STICODEVAM Equity
(Societe Tunisienne Interprofessionnelle pour la
Compensation et le Depot des Valeurs Mobilieres)
Ministry of Finance Government Debt tradable on the stock
exchange (BTNBs)
Central Bank of Tunisia Government Debt not tradable on the stock
exchange (BTCS)

Turkey Takas Bank Equity + Corporate Debt
Central Bank of Turkey Government Debt

United
Kingdom CREST Equity + Corporate Debt
(Clearing & settlement system)
CMO Sterling CDs & CP
(Central Moneymarket Office)
CGO Gilts
(Central Gilts Office)

United States DTC Equity + Corporate Debt
(Depository Trust Company)
PTC Mortgage Backed Debt
(Participants Trust Company)
Fed Book-Entry Government Debt

Zambia LuSE Equity + Government Debt
(LuSE Central Shares Depository Ltd.)
/TABLE
<PAGE>
<PAGE>
Appendix 1-B
Information Regarding Country Risk
----------------------------------

1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Assets into a country
the following information (check items applicable):

A Opinions of local counsel concerning:

___ i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records
kept by an eligible foreign custodian located in that country.

___ ii. Whether applicable foreign law would restrict the Customer's
ability to recover its assets in the event of the bankruptcy of an
Eligible Foreign Custodian located in that country.

___ iii. Whether applicable foreign law would restrict the Customer's
ability to recover assets that are lost while under the control of
an Eligible Foreign Custodian located in the country.

B. Written information concerning:

___ i. The foreseeability of expropriation, nationalization, freezes, or
confiscation of Customer's assets.

___ ii. Whether difficulties in converting Customer's cash and cash
equivalents to U.S. dollars are reasonably foreseeable.]

C. A market report with respect to the following topics:

(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, and (vi) compulsory depositories (including
depository evaluation).

2. To aid Customer in monitoring Country Risk, Bank shall furnish
board the following additional information:

Market flashes, including with respect to changes in the information in
market reports.

<PAGE>
<PAGE>
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
LINDNER INVESTMENTS
dated September 1, 1998.

1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures")
furnished to Customer, as the same may be amended by Bank from time to
time on prior notice to Customer. The Procedures are incorporated by
reference herein and form a part of this Rider.

2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by
Bank to Customer of the dates of pending shareholder meetings,
resolutions to be voted upon and the return dates as may be received by
Bank or provided to Bank by its Subcustodians or third parties, and (b)
voting by Bank of proxies based on Customer Instructions. Original
proxy materials or copies thereof shall not be provided. Notifications
shall generally be in English and, where necessary, shall be summarized
and translated from such non-English materials as have been made
available to Bank or its Subcustodian. In this respect Bank's only
obligation is to provide information from sources it believes to be
reliable and/or to provide materials summarized and/or translated in
good faith. Bank reserves the right to provide Notifications, or parts
thereof, in the language received. Upon reasonable advance request by
Customer, backup information relative to Notifications, such as annual
reports, explanatory material concerning resolutions, management
recommendations or other material relevant to the exercise of proxy
voting rights shall be provided as available, but without translation.

3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or
other consequences that may result from reliance by Customer upon
Notifications where Bank prepared the same in good faith.

4. Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Proxy Services Bank shall be acting solely as
the agent of Customer, and shall not exercise any discretion with regard
to such Proxy Services.

5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
Financial Assets are: (i) on loan; (ii) at registrar for registration or
reregistration; (iii) the subject of a conversion or other corporate
action; (iv) not held in a name subject to the control of Bank or its
Subcustodian or are otherwise held in a manner which precludes voting;
(v) not capable of being voted on account of local market regulations
or practices or restrictions by the issuer; or (vi) held in a margin or
collateral account.

6. Customer acknowledges that in certain countries Bank may be unable to
vote individual proxies but shall only be able to vote proxies on a net
basis a net yes or no vote given the voting instructions received from
all customers.

7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall
in no event sell, license, give or otherwise make the information
provided hereunder available, to any third party, and shall not directly
or indirectly compete with Bank or diminish the market for Proxy
Services by provision of such information, in whole or in part, for
compensation or otherwise, to any third party.

8. The names of Authorized Persons for Proxy Services shall be furnished to
Bank in accordance with Section 10 of the Agreement. Proxy Services
fees shall be as set forth in Section 13 of the Agreement or as
separately agreed.

<PAGE>
<PAGE>
SPECIAL TERMS AND CONDITIONS RIDER

GLOBAL CUSTODY AGREEMENT WITH LINDNER INVESTMENTS
DATE: September 1, 1998.

Domestic Corporate Actions and Proxies
- --------------------------------------

With respect to domestic U.S. and Canadian Financial Assets (the latter if
held in DTC), the following provisions shall apply rather than the
pertinent provisions of Section 8 of the Agreement and the Global Proxy
Service rider:

Bank shall send to Customer or the Authorized Person for a Custody
Account, such proxies (signed in blank, if issued in the name of
Bank's nominee or the nominee of a central depository) and
communications with respect to Financial Assets in the Custody
Account as call for voting or relate to legal proceedings within a
reasonable time after sufficient copies are received by Bank for
forwarding to its customers. In addition, Bank shall follow coupon
payments, redemptions, exchanges or similar matters with respect to
Financial Assets in the Custody Account and advise Customer or the
Authorized Person for such Account of rights issued, tender offers
or any other discretionary rights with respect to such Financial
Assets, in each case, of which Bank has received notice from the
issuer of the Financial Assets, or as to which notice is published
in publications routinely utilized by Bank for this purpose.

<PAGE>
THIRD AMENDMENT TO AGENCY AGREEMENT

This THIRD AMENDMENT TO AGENCY AGREEMENT (the "Amendment") is made
as of December 1, 1998, between RYBACK MANAGEMENT CORPORATION, a Michigan
corporation ("Ryback Management"), and LINDNER INVESTMENTS, a
Massachusetts business trust (the "Trust"). The Trust and Ryback
Management have previously entered into an Agency Agreement, dated
September 23, 1993 (the "Agreement), pursuant to which Ryback Management
provides certain transfer agent services to the Trust and its investment
portfolios, and Ryback Management is duly registered with the Securities
and Exchange Commission as a transfer agent under the Securities Exchange
Act of 1934, as amended.

The Board of Trustees of the Trust has approved an amendment to the
Agreement to increase the compensation payable to Ryback Management for
such services, and the shareholders of each of the Lindner Dividend Fund,
Lindner Growth Fund, Lindner/Ryback Small-Cap Fund, Lindner Bulwark Fund,
Lindner International Fund and Lindner Utility Fund have duly approved
such amendment at meetings held on December 17 and December 22, 1998.

Accordingly, the parties agree that Section 6 of the Agreement is
hereby amended to read in its entirety as follows:

"6. Compensation and Expenses. As compensation for all services
-------------------------
rendered and to be rendered by Ryback Management pursuant to this
Agreement, the Trust shall pay to Ryback Management 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 Ryback Management for any direct out-of-pocket expenses
and costs for stationery, postage and supplies and professional fees
used solely in the performance by Ryback Management of its services
as transfer agent and dividend disbursing agent for the Trust. In
addition, the Trust shall pay, on behalf of Ryback Management, or
shall reimburse to Ryback Management, the cost and expenses of any
subcontractor retained by Ryback Management to provide services as
permitted by Section 21(b) hereof, upon presentation by Ryback
Management of a statement showing the amount of such fees and
expenses."

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed on behalf of each of them by their duly authorized officers
the date and year first above written.

LINDNER INVESTMENTS RYBACK MANAGEMENT CORPORATION

By: /S/ DOUG T. VALASSIS By: /S/ ERIC E. RYBACK
Doug T. Valassis, Chairman Eric E. Ryback, President

<ARTICLE> 6
<SERIES>
<NAME> Lindner Dividend Fund Investor Class
<NUMBER> 1
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,481,854
<INVESTMENTS-AT-VALUE> 1,609,511
<RECEIVABLES> 25,884
<ASSETS-OTHER> 2,643
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,638,038
<PAYABLE-FOR-SECURITIES> 7,696
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,135
<TOTAL-LIABILITIES> 18,831
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,458,516
<SHARES-COMMON-STOCK> 58,692
<SHARES-COMMON-PRIOR> 72,264
<ACCUMULATED-NII-CURRENT> 5,814
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 27,222
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 127,655
<NET-ASSETS> 1,619,207
<DIVIDEND-INCOME> 78,664
<INTEREST-INCOME> 44,755
<OTHER-INCOME> 0
<EXPENSES-NET> 10,846
<NET-INVESTMENT-INCOME> 112,573
<REALIZED-GAINS-CURRENT> 52,875
<APPREC-INCREASE-CURRENT> 84,476
<NET-CHANGE-FROM-OPS> 249,924
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 104,954
<DISTRIBUTIONS-OF-GAINS> 152,791
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,426
<NUMBER-OF-SHARES-REDEEMED> 28,055
<SHARES-REINVESTED> 8,028
<NET-CHANGE-IN-ASSETS> 399,698
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 127,138
<OVERDISTRIB-NII-PRIOR> 1,806
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,220
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,905
<AVERAGE-NET-ASSETS> 1,794,892
<PER-SHARE-NAV-BEGIN> 27.94
<PER-SHARE-NII> 1.83
<PER-SHARE-GAIN-APPREC> 2.02
<PER-SHARE-DIVIDEND> 1.71
<PER-SHARE-DISTRIBUTIONS> 2.49
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 27.59
<EXPENSE-RATIO> .61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Dividend Fund Institutional Class
<NUMBER> 2
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-09-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,481,854
<INVESTMENTS-AT-VALUE> 1,609,511
<RECEIVABLES> 25,884
<ASSETS-OTHER> 2,643
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,638,038
<PAYABLE-FOR-SECURITIES> 7,696
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,135
<TOTAL-LIABILITIES> 18,831
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,458,516
<SHARES-COMMON-STOCK> 58,692
<SHARES-COMMON-PRIOR> 72,264
<ACCUMULATED-NII-CURRENT> 5,814
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 27,222
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 127,655
<NET-ASSETS> 1,619,207
<DIVIDEND-INCOME> 78,664
<INTEREST-INCOME> 44,755
<OTHER-INCOME> 0
<EXPENSES-NET> 10,846
<NET-INVESTMENT-INCOME> 112,573
<REALIZED-GAINS-CURRENT> 52,875
<APPREC-INCREASE-CURRENT> 84,476
<NET-CHANGE-FROM-OPS> 249,924
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 104,954
<DISTRIBUTIONS-OF-GAINS> 152,791
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 27
<NUMBER-OF-SHARES-REDEEMED> 11
<SHARES-REINVESTED> 13
<NET-CHANGE-IN-ASSETS> 399,698
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 127,138
<OVERDISTRIB-NII-PRIOR> 1,806
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,220
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,905
<AVERAGE-NET-ASSETS> 1,794,892
<PER-SHARE-NAV-BEGIN> 27.90
<PER-SHARE-NII> 1.78
<PER-SHARE-GAIN-APPREC> 2.00
<PER-SHARE-DIVIDEND> 1.66
<PER-SHARE-DISTRIBUTIONS> 2.49
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 27.53
<EXPENSE-RATIO> .88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Growth Fund Investor Class
<NUMBER> 3
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 809,001
<INVESTMENTS-AT-VALUE> 1,008,099
<RECEIVABLES> 6,584
<ASSETS-OTHER> 4,130
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,018,813
<PAYABLE-FOR-SECURITIES> 12,671
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,697
<TOTAL-LIABILITIES> 15,368
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 697,372
<SHARES-COMMON-STOCK> 45,060
<SHARES-COMMON-PRIOR> 57,546
<ACCUMULATED-NII-CURRENT> 9,481
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 92,494
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 199,098
<NET-ASSETS> 1,003,445
<DIVIDEND-INCOME> 14,058
<INTEREST-INCOME> 9,095
<OTHER-INCOME> 0
<EXPENSES-NET> 5,863
<NET-INVESTMENT-INCOME> 17,290
<REALIZED-GAINS-CURRENT> 135,020
<APPREC-INCREASE-CURRENT> (125,655)
<NET-CHANGE-FROM-OPS> 26,655
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 17,519
<DISTRIBUTIONS-OF-GAINS> 181,740
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,426
<NUMBER-OF-SHARES-REDEEMED> 26,109
<SHARES-REINVESTED> 8,184
<NET-CHANGE-IN-ASSETS> (491,632)
<ACCUMULATED-NII-PRIOR> 9,710
<ACCUMULATED-GAINS-PRIOR> 144,213
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,501
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,905
<AVERAGE-NET-ASSETS> 1,351,278
<PER-SHARE-NAV-BEGIN> 25.98
<PER-SHARE-NII> .38
<PER-SHARE-GAIN-APPREC> (.27)
<PER-SHARE-DIVIDEND> .34
<PER-SHARE-DISTRIBUTIONS> 3.48
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.27
<EXPENSE-RATIO> .44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Growth Fund Institutional Class
<NUMBER> 4
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-12-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 809,001
<INVESTMENTS-AT-VALUE> 1,008,099
<RECEIVABLES> 6,584
<ASSETS-OTHER> 4,130
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,018,813
<PAYABLE-FOR-SECURITIES> 12,671
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,697
<TOTAL-LIABILITIES> 15,368
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 697,372
<SHARES-COMMON-STOCK> 45,060
<SHARES-COMMON-PRIOR> 57,546
<ACCUMULATED-NII-CURRENT> 9,481
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 97,494
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 199,098
<NET-ASSETS> 1,003,445
<DIVIDEND-INCOME> 14,058
<INTEREST-INCOME> 9,095
<OTHER-INCOME> 0
<EXPENSES-NET> 5,863
<NET-INVESTMENT-INCOME> 17,290
<REALIZED-GAINS-CURRENT> 135,020
<APPREC-INCREASE-CURRENT> (125,655)
<NET-CHANGE-FROM-OPS> 26,655
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 17,519
<DISTRIBUTIONS-OF-GAINS> 181,740
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40
<NUMBER-OF-SHARES-REDEEMED> 33
<SHARES-REINVESTED> 6
<NET-CHANGE-IN-ASSETS> (491,632)
<ACCUMULATED-NII-PRIOR> 9,710
<ACCUMULATED-GAINS-PRIOR> 144,213
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,501
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,905
<AVERAGE-NET-ASSETS> 1,351,278
<PER-SHARE-NAV-BEGIN> 25.94
<PER-SHARE-NII> .35
<PER-SHARE-GAIN-APPREC> (.30)
<PER-SHARE-DIVIDEND> .31
<PER-SHARE-DISTRIBUTIONS> 3.48
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.20
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Utility Fund Investor Class
<NUMBER> 5
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 37,235,048
<INVESTMENTS-AT-VALUE> 42,459,722
<RECEIVABLES> 950,713
<ASSETS-OTHER> (123,752)
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,286,683
<PAYABLE-FOR-SECURITIES> 20,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 365,589
<TOTAL-LIABILITIES> 385,589
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 32,183,305
<SHARES-COMMON-STOCK> 2,556,698
<SHARES-COMMON-PRIOR> 2,969,365
<ACCUMULATED-NII-CURRENT> 46,169
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,446,947
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,224,673
<NET-ASSETS> 42,901,094
<DIVIDEND-INCOME> 1,058,711
<INTEREST-INCOME> 340,664
<OTHER-INCOME> 0
<EXPENSES-NET> 407,375
<NET-INVESTMENT-INCOME> 992,000
<REALIZED-GAINS-CURRENT> 5,763,235
<APPREC-INCREASE-CURRENT> (375,347)
<NET-CHANGE-FROM-OPS> 6,379,888
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 977,447
<DISTRIBUTIONS-OF-GAINS> 2,524,423
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 704,960
<NUMBER-OF-SHARES-REDEEMED> 1,317,416
<SHARES-REINVESTED> 202,703
<NET-CHANGE-IN-ASSETS> (3,862,822)
<ACCUMULATED-NII-PRIOR> 31,617
<ACCUMULATED-GAINS-PRIOR> 2,208,135
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 313,257
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 408,781
<AVERAGE-NET-ASSETS> 44,909,897
<PER-SHARE-NAV-BEGIN> 15.75
<PER-SHARE-NII> .37
<PER-SHARE-GAIN-APPREC> 1.96
<PER-SHARE-DIVIDEND> .37
<PER-SHARE-DISTRIBUTIONS> .93
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.78
<EXPENSE-RATIO> .91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Utility Fund Institutional Class
<NUMBER> 6
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 37,235,048
<INVESTMENTS-AT-VALUE> 42,459,722
<RECEIVABLES> 950,713
<ASSETS-OTHER> (123,752)
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,286,683
<PAYABLE-FOR-SECURITIES> 20,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 365,589
<TOTAL-LIABILITIES> 385,589
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 32,183,305
<SHARES-COMMON-STOCK> 2,556,698
<SHARES-COMMON-PRIOR> 2,969,365
<ACCUMULATED-NII-CURRENT> 46,169
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,446,947
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,224,673
<NET-ASSETS> 42,901,094
<DIVIDEND-INCOME> 1,058,711
<INTEREST-INCOME> 340,664
<OTHER-INCOME> 0
<EXPENSES-NET> 407,375
<NET-INVESTMENT-INCOME> 992,000
<REALIZED-GAINS-CURRENT> 5,763,235
<APPREC-INCREASE-CURRENT> (375,347)
<NET-CHANGE-FROM-OPS> 6,379,888
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 977,447
<DISTRIBUTIONS-OF-GAINS> 2,524,423
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 457
<NUMBER-OF-SHARES-REDEEMED> 3,423
<SHARES-REINVESTED> 52
<NET-CHANGE-IN-ASSETS> (3,862,822)
<ACCUMULATED-NII-PRIOR> 31,617
<ACCUMULATED-GAINS-PRIOR> 2,208,135
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 313,257
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 408,781
<AVERAGE-NET-ASSETS> 44,909,897
<PER-SHARE-NAV-BEGIN> 15.74
<PER-SHARE-NII> .26
<PER-SHARE-GAIN-APPREC> 2.03
<PER-SHARE-DIVIDEND> .26
<PER-SHARE-DISTRIBUTIONS> .93
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.84
<EXPENSE-RATIO> 1.22
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Market Neutral Fund Investor Class
<NUMBER> 7
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 25,830,390
<INVESTMENTS-AT-VALUE> 19,041,906
<RECEIVABLES> 12,201,693
<ASSETS-OTHER> 7,699,721
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 38,943,320
<PAYABLE-FOR-SECURITIES> 281,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,396,951
<TOTAL-LIABILITIES> 10,678,431
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 54,892,287
<SHARES-COMMON-STOCK> 5,002,633
<SHARES-COMMON-PRIOR> 10,460,943
<ACCUMULATED-NII-CURRENT> 263,514
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (21,944,952)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,945,960)
<NET-ASSETS> 28,264,889
<DIVIDEND-INCOME> 10,199
<INTEREST-INCOME> 1,279,269
<OTHER-INCOME> 0
<EXPENSES-NET> 547,532
<NET-INVESTMENT-INCOME> 741,936
<REALIZED-GAINS-CURRENT> (13,686,482)
<APPREC-INCREASE-CURRENT> 7,075,212
<NET-CHANGE-FROM-OPS> (5,869,334)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,703,161
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,372,688
<NUMBER-OF-SHARES-REDEEMED> 11,028,984
<SHARES-REINVESTED> 433,245
<NET-CHANGE-IN-ASSETS> (41,815,456)
<ACCUMULATED-NII-PRIOR> 2,224,739
<ACCUMULATED-GAINS-PRIOR> (8,258,470)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 443,278
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 548,720
<AVERAGE-NET-ASSETS> 44,837,308
<PER-SHARE-NAV-BEGIN> 6.70
<PER-SHARE-NII> .23
<PER-SHARE-GAIN-APPREC> (.89)
<PER-SHARE-DIVIDEND> .39
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.65
<EXPENSE-RATIO> 1.23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Market Neutral Fund Institutional Class
<NUMBER> 8
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 25,830,390
<INVESTMENTS-AT-VALUE> 19,041,906
<RECEIVABLES> 12,201,693
<ASSETS-OTHER> 7,699,721
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 38,943,320
<PAYABLE-FOR-SECURITIES> 281,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,396,951
<TOTAL-LIABILITIES> 10,678,431
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 54,892,287
<SHARES-COMMON-STOCK> 5,002,633
<SHARES-COMMON-PRIOR> 10,460,943
<ACCUMULATED-NII-CURRENT> 263,514
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (21,944,952)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,945,960)
<NET-ASSETS> 28,264,889
<DIVIDEND-INCOME> 10,199
<INTEREST-INCOME> 1,279,269
<OTHER-INCOME> 0
<EXPENSES-NET> 547,532
<NET-INVESTMENT-INCOME> 741,936
<REALIZED-GAINS-CURRENT> (13,686,482)
<APPREC-INCREASE-CURRENT> 7,075,212
<NET-CHANGE-FROM-OPS> (5,869,334)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,703,161
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19,355
<NUMBER-OF-SHARES-REDEEMED> 254,614
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (41,815,456)
<ACCUMULATED-NII-PRIOR> 2,224,739
<ACCUMULATED-GAINS-PRIOR> (8,258,470)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 443,278
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 548,720
<AVERAGE-NET-ASSETS> 44,837,308
<PER-SHARE-NAV-BEGIN> 6.67
<PER-SHARE-NII> (.16)
<PER-SHARE-GAIN-APPREC> (.49)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.02
<EXPENSE-RATIO> 1.86
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner/Ryback Small-Cap Fund Investor Class
<NUMBER> 9
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 47,322,522
<INVESTMENTS-AT-VALUE> 53,389,369
<RECEIVABLES> 706,415
<ASSETS-OTHER> 362,861
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 54,458,645
<PAYABLE-FOR-SECURITIES> 55,493
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 72,868
<TOTAL-LIABILITIES> 128,361
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 46,212,460
<SHARES-COMMON-STOCK> 6,395,784
<SHARES-COMMON-PRIOR> 3,234,201
<ACCUMULATED-NII-CURRENT> 310,592
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,740,385
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,066,847
<NET-ASSETS> 54,330,284
<DIVIDEND-INCOME> 580,514
<INTEREST-INCOME> 324,254
<OTHER-INCOME> 0
<EXPENSES-NET> 394,542
<NET-INVESTMENT-INCOME> 510,226
<REALIZED-GAINS-CURRENT> 2,072,221
<APPREC-INCREASE-CURRENT> 1,698,097
<NET-CHANGE-FROM-OPS> 4,280,544
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 205,070
<DISTRIBUTIONS-OF-GAINS> 1,486,984
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,816,203
<NUMBER-OF-SHARES-REDEEMED> 2,867,441
<SHARES-REINVESTED> 194,743
<NET-CHANGE-IN-ASSETS> 29,519,920
<ACCUMULATED-NII-PRIOR> 5,434
<ACCUMULATED-GAINS-PRIOR> 1,154,829
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 315,917
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 396,161
<AVERAGE-NET-ASSETS> 45,332,118
<PER-SHARE-NAV-BEGIN> 7.67
<PER-SHARE-NII> .09
<PER-SHARE-GAIN-APPREC> 1.07
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> .30
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.49
<EXPENSE-RATIO> .87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner/Ryback Small-Cap Fund Institutional Class
<NUMBER> 10
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 47,322,522
<INVESTMENTS-AT-VALUE> 53,389,369
<RECEIVABLES> 706,415
<ASSETS-OTHER> 362,861
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 54,458,645
<PAYABLE-FOR-SECURITIES> 55,493
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 72,868
<TOTAL-LIABILITIES> 128,361
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 46,212,460
<SHARES-COMMON-STOCK> 6,395,784
<SHARES-COMMON-PRIOR> 3,234,201
<ACCUMULATED-NII-CURRENT> 310,952
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,740,385
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,066,847
<NET-ASSETS> 54,330,284
<DIVIDEND-INCOME> 580,514
<INTEREST-INCOME> 324,254
<OTHER-INCOME> 0
<EXPENSES-NET> 394,542
<NET-INVESTMENT-INCOME> 510,226
<REALIZED-GAINS-CURRENT> 2,072,221
<APPREC-INCREASE-CURRENT> 1,698,097
<NET-CHANGE-FROM-OPS> 4,280,544
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 205,070
<DISTRIBUTIONS-OF-GAINS> 1,486,984
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34,120
<NUMBER-OF-SHARES-REDEEMED> 17,136
<SHARES-REINVESTED> 1,094
<NET-CHANGE-IN-ASSETS> 29,519,920
<ACCUMULATED-NII-PRIOR> 5,434
<ACCUMULATED-GAINS-PRIOR> 1,154,829
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 315,917
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 396,161
<AVERAGE-NET-ASSETS> 45,332,118
<PER-SHARE-NAV-BEGIN> 7.67
<PER-SHARE-NII> .08
<PER-SHARE-GAIN-APPREC> 1.06
<PER-SHARE-DIVIDEND> .03
<PER-SHARE-DISTRIBUTIONS> .30
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.48
<EXPENSE-RATIO> 1.31
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner International Fund Investor Class
<NUMBER> 11
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 3,040,265
<INVESTMENTS-AT-VALUE> 2,708,290
<RECEIVABLES> 5,394
<ASSETS-OTHER> 47,191
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,760,875
<PAYABLE-FOR-SECURITIES> 93,600
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 80,670
<TOTAL-LIABILITIES> 174,270
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,841,089
<SHARES-COMMON-STOCK> 296,884
<SHARES-COMMON-PRIOR> 421,007
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 77,512
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (331,996)
<NET-ASSETS> 2,586,605
<DIVIDEND-INCOME> 35,665
<INTEREST-INCOME> 6,048
<OTHER-INCOME> 0
<EXPENSES-NET> 84,772
<NET-INVESTMENT-INCOME> (43,059)
<REALIZED-GAINS-CURRENT> 73,981
<APPREC-INCREASE-CURRENT> (816,771)
<NET-CHANGE-FROM-OPS> (785,849)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 81,087
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 276,398
<NUMBER-OF-SHARES-REDEEMED> 408,939
<SHARES-REINVESTED> 8,418
<NET-CHANGE-IN-ASSETS> (2,124,172)
<ACCUMULATED-NII-PRIOR> (3,480)
<ACCUMULATED-GAINS-PRIOR> 84,618
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 37,849
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 84,842
<AVERAGE-NET-ASSETS> 3,765,990
<PER-SHARE-NAV-BEGIN> 11.19
<PER-SHARE-NII> (.15)
<PER-SHARE-GAIN-APPREC> (2.11)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .22
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.71
<EXPENSE-RATIO> 2.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner International Fund Institutional Class
<NUMBER> 12
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 3,040,265
<INVESTMENTS-AT-VALUE> 2,708,290
<RECEIVABLES> 5,394
<ASSETS-OTHER> 47,191
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,760,875
<PAYABLE-FOR-SECURITIES> 93,600
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 80,670
<TOTAL-LIABILITIES> 174,270
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,841,089
<SHARES-COMMON-STOCK> 296,884
<SHARES-COMMON-PRIOR> 421,007
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 77,512
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (331,996)
<NET-ASSETS> 2,586,605
<DIVIDEND-INCOME> 35,665
<INTEREST-INCOME> 6,048
<OTHER-INCOME> 0
<EXPENSES-NET> 84,772
<NET-INVESTMENT-INCOME> (43,059)
<REALIZED-GAINS-CURRENT> 73,981
<APPREC-INCREASE-CURRENT> (816,771)
<NET-CHANGE-FROM-OPS> (785,849)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 81,087
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 7
<NET-CHANGE-IN-ASSETS> (2,124,172)
<ACCUMULATED-NII-PRIOR> 3,480
<ACCUMULATED-GAINS-PRIOR> 84,618
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 37,849
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 84,842
<AVERAGE-NET-ASSETS> 3,765,990
<PER-SHARE-NAV-BEGIN> 11.16
<PER-SHARE-NII> (.15)
<PER-SHARE-GAIN-APPREC> (2.16)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .22
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.63
<EXPENSE-RATIO> 2.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner High-Yield Bond Fund Institutional Class
<NUMBER> 13
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-06-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,533,842
<INVESTMENTS-AT-VALUE> 1,535,869
<RECEIVABLES> 31,943
<ASSETS-OTHER> 106,030
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,673,842
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27,819
<TOTAL-LIABILITIES> 27,819
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,638,915
<SHARES-COMMON-STOCK> 162,907
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,472
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,609
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,027
<NET-ASSETS> 1,646,023
<DIVIDEND-INCOME> 5,803
<INTEREST-INCOME> 17,840
<OTHER-INCOME> 0
<EXPENSES-NET> 3,160
<NET-INVESTMENT-INCOME> 20,483
<REALIZED-GAINS-CURRENT> 3,609
<APPREC-INCREASE-CURRENT> 2,027
<NET-CHANGE-FROM-OPS> 26,119
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19,010
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,646,023
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,025
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,169
<AVERAGE-NET-ASSETS> 1,335,746
<PER-SHARE-NAV-BEGIN> 10.09
<PER-SHARE-NII> .12
<PER-SHARE-GAIN-APPREC> .02
<PER-SHARE-DIVIDEND> .11
<PER-SHARE-DISTRIBUTIONS> 10.12
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> (.09)
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner High-Yield Bond Fund Investor Class
<NUMBER> 14
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-06-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1,533,842
<INVESTMENTS-AT-VALUE> 1,535,869
<RECEIVABLES> 31,943
<ASSETS-OTHER> 106,030
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,673,842
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27,819
<TOTAL-LIABILITIES> 27,819
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,638,915
<SHARES-COMMON-STOCK> 162,907
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,472
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,609
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,027
<NET-ASSETS> 1,646,023
<DIVIDEND-INCOME> 5,803
<INTEREST-INCOME> 17,840
<OTHER-INCOME> 0
<EXPENSES-NET> 3,160
<NET-INVESTMENT-INCOME> 20,483
<REALIZED-GAINS-CURRENT> 3,609
<APPREC-INCREASE-CURRENT> 2,027
<NET-CHANGE-FROM-OPS> 26,119
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19,010
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 166,496
<NUMBER-OF-SHARES-REDEEMED> 4,879
<SHARES-REINVESTED> 1,275
<NET-CHANGE-IN-ASSETS> 1,646,023
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,025
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,169
<AVERAGE-NET-ASSETS> 1,335,746
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .13
<PER-SHARE-GAIN-APPREC> .09
<PER-SHARE-DIVIDEND> .12
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.10
<EXPENSE-RATIO> .76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NAME> Lindner Government Money Market Fund Investor Class
<NUMBER> 15
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-06-1997
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 42,297,167
<INVESTMENTS-AT-VALUE> 42,297,167
<RECEIVABLES> 138,671
<ASSETS-OTHER> 861,115
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,296,953
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 334,520
<TOTAL-LIABILITIES> 334,520
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42,962,433
<SHARES-COMMON-STOCK> 42,962,433
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 42,962,433
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,305,918
<OTHER-INCOME> 0
<EXPENSES-NET> 203,645
<NET-INVESTMENT-INCOME> 2,102,273
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,746,289
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,102,273
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 234,509,504
<NUMBER-OF-SHARES-REDEEMED> 232,047,082
<SHARES-REINVESTED> 1,283,867
<NET-CHANGE-IN-ASSETS> 3,746,289
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 61,946
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 204,793
<AVERAGE-NET-ASSETS> 41,362,195
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>