LINDNER INVESTMENTS, 485BPOS, 2000-10-06

LINDNER INVESTMENTS
485BPOS, 2000-10-06

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<PAGE>

As filed with the Securities and Exchange Commission on October 6, 2000
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. 24
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 26

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)

John R. Elder, Vice President
Lindner Asset Management, Inc.
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

Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date
of this Registration
Statement.

-----------------------------------------------------------------------
It is proposed that this filing will become effective (check
appropriate box):
[ ] 60 days after filing pursuant to Rule 485(a)(1), or
[ ] On , 200 , pursuant to Rule 485(a)(1), or
-------- -
[ ] 75 days after filing pursuant to Rule 485(a)(2), or
[ ] On , 200 , pursuant to Rule 485(a)(2).
-------- -
[X] Immediately upon filing pursuant to Rule 485(b), or
[ ] On , 200 , 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.
=======================================================================

[Lindner Logo]

As with all mutual funds, the Securities and Exchange Commission has
not approved or disapproved the Funds' shares nor has the Securities
and Exchange Commission passed upon the adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.

LINDNER INVESTMENTS

Investor and Institutional Shares of

LINDNER ASSET ALLOCATION FUND

LINDNER LARGE-CAP FUND

LINDNER SMALL-CAP FUND

LINDNER UTILITY FUND

LINDNER MARKET NEUTRAL FUND

and

Investor Shares of

LINDNER OPPORTUNITIES FUND

LINDNER GOVERNMENT MONEY
MARKET FUND

PROSPECTUS
DATED
OCTOBER 6, 2000

<TABLE>
CONTENTS

<S> <C>
INVESTMENT OBJECTIVES AND PRINCIPAL RISKS 3

RISK FACTORS 5

PERFORMANCE SUMMARY 8

FUND EXPENSES 10

FINANCIAL HIGHLIGHTS 12

THE FUNDS IN DETAIL 19

ASSET ALLOCATION FUND 20

LARGE-CAP FUND 21

SMALL-CAP FUND 22

UTILITY FUND 23

MARKET NEUTRAL FUND 24

OPPORTUNITIES FUND 25

GOVERNMENT MONEY MARKET FUND 26

CERTAIN INVESTMENT PRACTICES 27

MANAGEMENT OF THE TRUST 29

PRICING OF SHARES FOR PURCHASE OR REDEMPTION 32

PURCHASE OF SHARES AND SHAREHOLDER INQUIRIES 32

REDEMPTION OF SHARES 38

EXCHANGING AN INVESTMENT FROM ONE FUND TO ANOTHER 41

SYSTEMATIC WITHDRAWAL PLAN 42

INDIVIDUAL RETIREMENT ACCOUNTS 43

DIVIDENDS, DISTRIBUTIONS AND TAXES 44

DISTRIBUTION AND SERVICE PLAN 46
</TABLE>

LINDNER FUNDS 2

INVESTMENT OBJECTIVES AND PRINCIPAL RISKS

LINDNER ASSET ALLOCATION FUND

The Asset Allocation Fund seeks to produce current income; capital
appreciation is a secondary investment objective. The Fund invests
in common stocks, convertible and non-convertible preferred stocks,
corporate bonds and debt securities issued or guaranteed by the U.S.
government that provide a yield higher than that paid on either the
Standard & Poor's 500 Stock Composite Index (the "S&P 500 Index").
The Asset Allocation Fund may invest in any type or class of
security without regard to market capitalization size.

* Under normal circumstances, invests between 45% and 60% of total
assets in common stocks and securities convertible into common
stocks, between 25% and 50% of total assets in fixed income
securities and up to 30% of total assets in cash equivalent
securities.

* May invest a portion of its assets in securities issued by real
estate investment trusts ("REITs"), securities sold in unregistered
private placements to qualified institutional buyers ("Rule 144A
Securities") and debt securities that are rated below investment
grade or are unrated ("junk bonds").

* Principal risks include market risk, valuation risk, liquidity
risk, management risk, credit risk and interest rate risk. See "Risk
Factors."

LINDNER LARGE-CAP FUND

The Large-Cap Fund seeks long-term capital appreciation. The
production of current income is a secondary investment objective.

* Under normal circumstances, invests at least 65% of total assets
in common stocks and equity securities of U.S. companies that have
market capitalizations in the range of the Russell 1000 Index
(between $1.6 billion and $520 billion at June 30, 2000).

* May invest using either value or growth strategies in companies
that are diversified across industry sectors, but may emphasize
certain sectors that are believed to offer superior potential for
growth of capital at the time of investment.

* May borrow money for investment purposes.

* May invest a portion of its assets in securities issued by foreign
companies, securities issued by REITs and Rule 144A Securities.

* Principal risks include market risk, valuation risk and management
risk. See "Risk Factors."

LINDNER SMALL-CAP FUND

The Small-Cap Fund seeks capital appreciation. The production of
current income is a secondary investment objective.

* Under normal circumstances, invests at least 65% of total assets
in common stocks and equity securities of U.S. companies that have
market capitalizations in the range of the Russell 2000 Index
(between $178 million and $1.5 billion at June 30, 2000).

* May invest a portion of its assets in securities issued by foreign
companies, securities issued by REITs and Rule 144A Securities.

LINDNER FUNDS 3

* Principal risks include market risk, valuation risk, liquidity
risk, management risk and small cap stock risk. See "Risk Factors."

LINDNER UTILITY FUND

The Utility Fund seeks to produce current income. Capital
appreciation is a secondary investment objective.

* Under normal circumstances, invests at least 65% of total assets
in common stocks and preferred stocks (both convertible and
non-convertible) and bonds of domestic and foreign public utilities,
including gas, electric, telecommunications, cable television, water
and energy utilities and related businesses.

* Principal risks include market risk, valuation risk, liquidity
risk, management risk, interest rate risk, credit risk and sector
concentration. See "Risk Factors."

LINDNER MARKET NEUTRAL FUND

The Market Neutral Fund seeks long term capital appreciation in both
bull and bear markets. The Fund maintains minimal portfolio exposure
to general equity market risk by always having both long and short
positions in equity securities.

* Invests in long positions of common stocks and securities
convertible into common stocks issued by U.S. companies without
regard to quality or rating that the Adviser believes are
undervalued.

* Invests in short positions in common stocks and securities
convertible into common stocks issued by U.S. companies that the
Adviser believes are overvalued.

* Principal risks include market risk, valuation risk, liquidity
risk, short selling risk, management risk, leverage risk and active
trading risk. See "Risk Factors."

LINDNER OPPORTUNITIES FUND

The Opportunities Fund seeks long-term capital growth. The
production of current income is a secondary investment objective.

* Under normal circumstances, invests primarily in common stocks and
securities convertible into common stocks that are issued by U.S.
companies.

* May invest in both "growth" and "value" stocks of companies with
small, medium or large capitalizations, depending on the Adviser's
judgment as to which styles or sectors are currently in favor.

* Uses fundamental and technical analyses of a company's financial
condition, industry position and prospects, and of economic
conditions generally to select investments.

* Principal risks include market risk, liquidity risk, management
risk, active trading risk and small cap stock risk. See "Risk
Factors."

LINDNER GOVERNMENT MONEY MARKET FUND

The Government Money Market Fund seeks to produce current income
consistent with preservation of capital and liquidity.

* Invests exclusively in U.S. dollar denominated obligations issued
or guaranteed by the United States Government, its agencies and
instrumentalities and in repurchase agreements secured by such
securities.

* Principal risks include interest rate risk. See "Risk Factors."

LINDNER FUNDS 4

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. Other
risks may also apply. Before you invest, you should be aware of the
principal 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 government
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 EXCEPT GOVERNMENT MONEY MARKET FUND)

The market value of a security may move up or down, sometimes
rapidly and unpredictably. These fluctuations, often referred to as
"volatility", may cause the price of a security to drop below
previous levels. 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 to the
mutual funds that invest in them. Bonds and other fixed income
securities generally involve less market risk than stocks. However,
the risks of investing in 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.

VALUATION RISK (ALL FUNDS EXCEPT GOVERNMENT MONEY MARKET FUND)

The value of certain thinly traded securities must be estimated by
the Adviser. Valuation risk refers to the possibility that the
Adviser may err in this estimate which could be either too high or
low.

LIQUIDITY RISK (ASSET ALLOCATION FUND, SMALL-CAP FUND, UTILITY FUND,
MARKET NEUTRAL FUND, OPPORTUNITIES FUND)

Certain securities may be difficult or impossible to sell when the
Adviser wants, or at an acceptable price. 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 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 in illiquid securities. Because illiquid and
restricted securities may be difficult to sell at an acceptable
price, they may be subject to greater volatility and may result in a
loss to a Fund.

MANAGEMENT RISK (ALL FUNDS EXCEPT GOVERNMENT MONEY MARKET FUND)

A strategy which the 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.

LINDNER FUNDS 5

CREDIT RISK (ASSET ALLOCATION FUND, UTILITY 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 into 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 rated 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.

INTEREST RATE RISK (ASSET ALLOCATION FUND, UTILITY FUND, GOVERNMENT
MONEY MARKET 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.

SECTOR CONCENTRATION (UTILITY FUND)

A fund that concentrates its investments 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.

SMALL CAP STOCK RISK (SMALL-CAP FUND, OPPORTUNITIES 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
several reasons. These stocks are traded in lower volumes and the
issuers of these stocks are more sensitive to changing conditions
and may 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. Small cap stocks
also tend to be less liquid, particularly during periods of market
disruption. There is normally 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.

SHORT SELLING RISK (MARKET NEUTRAL FUND)

When a Fund sells a security short, it is selling something it does
not own. To complete the transaction, the Fund must borrow the
security from a broker or other institution. The Fund may not always
be able to borrow a security, or to close out a short position at a
particular time or at an acceptable price. If the price of the
borrowed security increases between the date of the

LINDNER FUNDS 6

short sale and the date on which the Fund replaces the security, the
Fund may experience a loss. The Fund's loss on a short sale is
potentially unlimited since there is no limit on the price a
borrowed security could attain.

OPTIONS RISK (ASSET ALLOCATION FUND, LARGE-CAP FUND, OPPORTUNITIES
FUND)

Options involve market risk in excess of their value. The use of
options may result in larger losses or smaller gains than otherwise
would be the case. The price of options and the price movements of
the securities that the option is intended to simulate may not
correlate well. Liquidity of options markets can be adversely
affected by market factors. Generally, there are more speculators in
option's markets than general securities markets, which can result
in price distortions.

ACTIVE TRADING RISK (MARKET NEUTRAL FUND, OPPORTUNITIES FUND)

The Fund may actively and frequently trade its portfolio securities.
The higher the portfolio turnover rate is, the higher the
transactional and brokerage costs will be, unless securities can be
bought and sold without corresponding commission costs. Active
trading may also increase a Fund's realized capital gains and
losses, which may affect the taxes you pay as a Fund shareholder.

LINDNER FUNDS 7

PERFORMANCE SUMMARY

The bar charts below illustrate the risks of investing in the Funds.
The bar charts show you how much an investment in Investor Shares of
a Fund has changed in value over each calendar year, assuming all
dividends and capital gains are reinvested, during each of the last
10 calendar years (or from the year of inception if shorter than 10
years). These returns differ from the total returns shown for each
Fund's fiscal year Financial Highlights. The Opportunities Fund is a
new fund and just commenced operations on October 11, 1999. As with
all mutual funds, past performance is not a prediction of the
future.

----------------------------------------------------------------------
CALENDAR YEAR TOTAL RETURNS<F1>
----------------------------------------------------------------------

Asset Allocation Fund Total chart

Large-Cap Fund Total chart

Small-Cap Fund Total chart

Utility Fund Total chart

Market Fund Total chart

[FN]
---------
<F1> The Funds have a fiscal year that ends on June 30. Total returns (not
annualized), for each Fund for the six months ended June 30, 2000, are as
follows--Asset Allocation Fund: -10.74%; Large-Cap Fund: -2.49%; Small-Cap
Fund: 4.54%; Utility Fund: 2.81%; Market Neutral Fund: 6.97%; and
Opportunities Fund: -2.54%.

<F2> Until July 1, 1999, this Fund was managed with a different investment
objective and different principal investment strategies.

LINDNER FUNDS 8

----------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
----------------------------------------------------------------------

The tables below compare each Fund's Investor Share and
Institutional Share performance over varying periods ending on
December 31, 1999, to the performance of a broadly based securities
market index and other indices that are believed by the Adviser to
have similar investment objectives. The performance figures show you
what constant annual return would have produced the actual
cumulative return of the Fund or index. Because the Opportunities
Fund only commenced operations on October 11, 1999, no performance
data is available for it. You may call the Adviser at (800) 995-7777
or access the Lindner Investments Internet website (http://
www.lindnerfunds.com) for current performance information. The
information contained on our website does not constitute a part of
this Prospectus. As with all mutual funds, past performance is not
a prediction of the future.

<TABLE>
<CAPTION>
Since Inception
INVESTOR SHARES--Fund or Index 1 Year 5 Years 10 Years Inception Date
------------------------------ ------ ------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Asset Allocation Fund 10.00% 10.29% 10.09% 15.73% 6/22/76
S&P 500 Index/Lehman Index 12.69% 21.82% 14.98% 9.82%

Large-Cap Fund 11.32% 8.13% 8.06% 15.85% 5/24/73
Russell 1000 <F1> 20.93% 27.63% 16.17% n/a<F2>

Small-Cap Fund 18.41% 17.61% n/a 14.27% 1/24/94
Russell 2000 Index 21.35% 16.53% n/a 12.57%

Utility Fund 60.46% 21.88% n/a 18.11% 10/4/93
Dow Jones Utility Index -5.81% 14.72% n/a 7.07%

Market Neutral Fund <F3> 12.87% 0.14% n/a 1.31% 2/11/94
90 Day T-Bill <F1> 4.74% 5.20% n/a 5.08%

<CAPTION>
INSTITUTIONAL SHARES-- Since Inception
Fund or Index 1 Year 5 Years 10 Years Inception Date
---------------------- ------ ------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Asset Allocation Fund 9.80% n/a n/a 6.71% 6/9/96
S&P 500 Index/Lehman Index 12.69% n/a n/a 20.63%

Large-Cap Fund 11.21% n/a n/a 2.94% 6/12/96
Russell 1000 20.93% n/a n/a 27.92%

Small-Cap Fund 18.09% n/a n/a 14.82% 11/1/96
Russell 2000 Index 21.35% n/a n/a 14.89%

Utility Fund 59.23% n/a n/a 20.97% 8/30/96
Dow Jones Utility Index -5.81% n/a n/a 11.96%

Market Neutral Fund <F3> 11.98% n/a n/a -4.49% 6/9/96
90 Day T-Bill <F1> 4.74% n/a n/a 5.04%

<FN>
--------

<F1> Previously, the comparative index for this Fund was the S&P 500 Index. The
Adviser believes that the new comparative index more accurately reflects the
current investment strategies for this Fund. The S&P 500 Index produced
cumulative annual returns of 21.03%, 23.28% and 18.15% for the 1-year, 5-year
and 10-year periods ended December 31, 1999, respectively.

<F2> Data on the Russell 1000 is not available since this Fund's inception.

<F3> Prior to July 1, 1999, the Market Neutral Fund 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 December 31, 1999 was 5.00%. This yield is based on
historical earnings, which will fluctuate and

LINDNER FUNDS 9

<PAGE>
<PAGE>
should not be considered as representative of future performance.
You may call 1-800-995-7777 to learn the current 7-day yield on the
Government Money Market Fund.

FUND EXPENSES

These tables describe the fees and expenses that you may pay if you
buy and hold Investor Shares or Institutional Shares of one of the
Funds.

<TABLE>
----------------------------------------------------------------------
SHAREHOLDER FEES (fees paid directly from your investment)
----------------------------------------------------------------------
<S> <C>
Maximum sales charge (load) imposed on purchases............ None
Maximum sales charge (load) imposed on reinvested
dividends................................................... None
Deferred sales charge (load)................................ None
Redemption fee.............................................. None
Exchange fee................................................ None
Wire transfer fee per requested transaction (see "Redemption
of Shares")............................................... $10
Overnight delivery fee for checks (see "Redemption of
Shares").................................................. $15
</TABLE>

<TABLE>
----------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from
Fund assets)
----------------------------------------------------------------------

<CAPTION>
Distribution Other Total
Management (12b-1) Expenses Operating
Fees Fees <F1> Expenses
---------- ------------ -------- ---------
(as a percentage of average daily net assets)
<S> <C> <C> <C> <C>
ASSET ALLOCATION FUND
Investor Shares 0.54% None 0.19% 0.73%
Institutional Shares 0.54% 0.25% 0.19% 0.98%

LARGE-CAP FUND
Investor Shares 0.61% None 0.21% 0.82%
Institutional Shares 0.61% 0.25% 0.21% 1.07%

SMALL-CAP FUND
Investor Shares 0.70% None 0.27% 0.97%
Institutional Shares 0.70% 0.25% 0.27% 1.22%

UTILITY FUND
Investor Shares 0.70% None 0.23% 0.93%
Institutional Shares 0.70% 0.25% 0.23% 1.18%

MARKET NEUTRAL FUND
Investor Shares 1.00% None 0.93% 1.93%
Institutional Shares <F2> 1.00% 0.25% 0.93% 2.18%

OPPORTUNITIES FUND
Investor Shares <F3> 0.90% None 1.00% 1.90%

GOVERNMENT MONEY MARKET FUND
Investor Shares <F4> 0.15% None 0.36% 0.51%

<FN>
-------
<F1> Other Expenses include an administration fee of 0.20% of average daily net
assets of the Government Money Market Fund and an administration fee of 0.15%
of average daily net assets of the Opportunities Fund, payable to Lindner Asset
Management, Inc., as administrator.

<F2> For the fiscal year ended June 30, 2000, the Adviser waived all of its
management fee for Institutional Shares of the Market Neutral Fund, and actual
Total Operating Expenses for this class of shares was 1.18% of average net
assets.

LINDNER FUNDS 10

<PAGE>
<PAGE>
<F3> The Adviser has agreed to waive a portion of its management fee and its
administrative fee for the fiscal years ending June 30, 2001 and 2002 in order
to maintain the Total Operating Expenses for the Opportunities Fund at not more
than 1.25% of average net assets during the fiscal year. After July 1, 2002,
the Adviser can terminate this fee waiver, in its sole discretion. For the
fiscal year ended June 30, 2000 the Adviser waived a portion of its management
and administrative fees; actual Management Fees were 0.63% of average daily net
assets; actual Other Expenses were 0.62% of average daily net assets and actual
Total Operating Expenses were 1.25% of average daily net assets.

<F4> The Adviser has 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. The Adviser
can terminate this fee waiver at any time, in its sole discretion. For the
fiscal year ended June 30, 2000, the Adviser waived a portion of its
administrative fee; actual Other Expenses were 0.35% of average daily net
assets and actual Total Operating Expenses were 0.50% of average daily net
assets.
</TABLE>

---------------------------------------------------------------------
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>
ASSET ALLOCATION FUND
Investor Shares $ 75 $233 $ 406 $ 906
Institutional Shares $100 $312 $ 542 $1,201

LARGE-CAP FUND
Investor Shares $ 84 $262 $ 455 $1,014
Institutional Shares $109 $340 $ 590 $1,306

SMALL-CAP FUND
Investor Shares $ 99 $309 $ 536 $1,190
Institutional Shares $124 $387 $ 670 $1,477

UTILITY FUND
Investor Shares $ 95 $296 $ 515 $1,143
Institutional Shares $120 $375 $ 649 $1,432

MARKET NEUTRAL FUND
Investor Shares $196 $606 $1,042 $2,254
Institutional Shares $221 $682 $1,169 $2,513

OPPORTUNITIES FUND
Investor Shares $192 $597 $1,026 $2,222

GOVERNMENT MONEY MARKET FUND
Investor Shares $ 52 $164 $ 285 $ 640
</TABLE>

LINDNER FUNDS 11

<PAGE>
<PAGE>
-----------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------

LINDNER ASSET ALLOCATION FUND

(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
Years Ended June 30
-----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INVESTOR
Net asset value, beginning of period $23.50 $27.59 $27.94 $28.07 $26.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 1.07 2.16 1.83 1.63 1.80
Net realized and unrealized (losses)
gains on investments (2.30) (3.80) 2.02 0.70 2.29
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS (1.23) (1.64) 3.85 2.33 4.09
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (1.13) (1.95) (1.71) (1.68) (1.79)
Dividends from net realized gains -- (0.50) (2.49) (0.78) (0.23)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.13) (2.45) (4.20) (2.46) (2.02)
--------- --------- --------- --------- ---------
Change in net asset value (2.36) (4.09) (0.35) (0.13) 2.07
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $21.14 $23.50 $27.59 $27.94 $28.07
========= ========= ========= ========= =========
Total return (5.48%) (5.57%) 14.75% 8.75% 16.14%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 0.73% 0.66% 0.61% 0.60% 0.60%
Ratio of net investment income to
average net assets 4.14% 8.03% 6.29% 5.74% 6.62%
Portfolio turnover rate 124.63% 31.74% 28.56% 40.32% 30.24%
Net assets, end of period (in
millions) $448 $768 $1,616 $2,017 $2,293

<CAPTION>
Years Ended June 30
------------------------------------------
2000 1999 1998 1997<F1>
---- ---- ---- --------
INSTITUTIONAL
<S> <C> <C> <C> <C>
Net asset value, beginning of period $23.41 $27.53 $27.90 $28.07
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.93 2.15 1.78 1.61
Net realized and unrealized (losses)
gains on investments (2.27) (3.83) 2.00 0.66
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS (1.34) (1.68) 3.78 2.27
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.99) (1.94) (1.66) (1.66)
Dividends from net realized gains -- (0.50) (2.49) (0.78)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.99) (2.44) (4.15) (2.44)
--------- --------- --------- ---------
Change in net asset value (2.33) (4.12) (0.37) (0.17)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $21.08 $23.41 $27.53 $27.90
========= ========= ========= =========
Total return (5.93%) (5.74%) 14.49% 9.84%<F2>
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 0.98% 0.90% 0.88% 0.85%
Ratio of net investment income to
average net assets 4.36% 7.64% 6.14% 5.69%
Portfolio turnover rate 124.63% 31.74% 28.56% 40.32%
Net assets, end of period (in
thousands) $250 $4,143 $2,777 $2,010

<FN>
---------
<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 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 a period.
</TABLE>

LINDNER FUNDS 12

-----------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------

LINDNER LARGE-CAP FUND

(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
Years Ended June 30
-----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INVESTOR
Net asset value, beginning of period $16.14 $22.27 $25.98 $26.39 $23.33
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.13 0.29 0.38 0.36 0.40
Net realized and unrealized gains
(losses) on investments 1.25 (3.36) (0.27) 2.72 4.47
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.38 (3.07) 0.11 3.08 4.87
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.23) (0.32) (0.34) (0.39) (0.47)
Dividends from net realized gains (0.87) (2.74) (3.48) (3.10) (1.34)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.10) (3.06) (3.82) (3.49) (1.81)
--------- --------- --------- --------- ---------
Change in net asset value 0.28 (6.13) (3.71) (0.41) 3.06
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $16.42 $16.14 $22.27 $25.98 $26.39
========= ========= ========= ========= =========
Total return 8.61% (13.66%) 0.31% 12.50% 21.95%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 0.82% 0.57% 0.44% 0.44% 0.63%
Ratio of net investment income to
average net assets 0.57% 1.27% 1.29% 1.39% 1.53%
Portfolio turnover rate 129.68% 53.41% 44.43% 36.39% 39.49%
Net assets, end of period (in
millions) $342 $434 $1,003 $1,495 $1,446

<CAPTION>
Years Ended June 30
------------------------------------------
2000 1999 1998 1997<F1>
---- ---- ---- --------
<S> <C> <C> <C> <C>
INSTITUTIONAL
Net asset value, beginning of period $16.02 $22.20 $25.94 $26.39
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.12 0.28 0.35 0.34
Net realized and unrealized gains
(losses) on investments 1.24 (3.41) (0.30) 2.68
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.36 (3.13) 0.05 3.02
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.22) (0.31) (0.31) (0.37)
Dividends from net realized gains (0.87) (2.74) (3.48) (3.10)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.09) (3.05) (3.79) (3.47)
--------- --------- --------- ---------
Change in net asset value 0.27 (6.18) (3.74) (0.45)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $16.29 $16.02 $22.20 $25.94
========= ========= ========= =========
Total return 8.55% (14.01%) 0.08% 15.36%<F2>
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 1.07% 0.85% 0.75% 0.46%
Ratio of net investment income to
average net assets 0.35% 1.13% 1.05% 1.29%
Portfolio turnover rate 129.68% 53.41% 44.43% 36.39%
Net assets, end of period (in
thousands) $181 $185 $369 $102

<FN>
---------
<F1> For the period July 12, 1996 (initial purchase) to June 30, 1997.

LINDNER FUNDS 13

-----------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------

LINDNER SMALL-CAP FUND

(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
Years Ended June 30
-----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INVESTOR
Net asset value, beginning of period $8.06 $8.49 $7.67 $6.15 $5.46
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.07 0.08 0.09 0.04 --
Net realized and unrealized gains
(losses) on investments 1.22 (0.12) 1.07 1.49 1.30
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.29 (0.04) 1.16 1.53 1.30
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.10) (0.08) (0.04) (0.01) --
Dividends from net realized gains (0.04) (0.31) (0.30) -- (0.61)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.14) (0.39) (0.34) (0.01) (0.61)
--------- --------- --------- --------- ---------
Change in net asset value 1.15 (0.43) 0.82 1.52 0.69
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $9.21 $8.06 $8.49 $7.67 $6.15
========= ========= ========= ========= =========
Total return 16.26% 0.11% 15.24% 24.96% 25.70%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 0.97% 0.94% 0.87% 0.96% 1.22%
Ratio of net investment income to
average net assets 0.61% 0.99% 1.13% 0.46% (0.04%)
Portfolio turnover rate 174.02% 65.98% 24.52% 49.49% 103.05%
Net assets, end of period (in
millions) $27 $38 $54 $25 $10

<CAPTION>
Years Ended June 30
------------------------------------------
2000 1999 1998 1997<F1>
---- ---- ---- --------
<S> <C> <C> <C> <C>
INSTITUTIONAL
Net asset value, beginning of period $8.04 $8.48 $7.67 $6.15
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.06 0.08 0.08 0.04
Net realized and unrealized gains
(losses) on investments 1.22 (0.13) 1.06 1.49
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.28 (0.05) 1.14 1.53
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.10) (0.08) (0.03) (0.01)
Dividends from net realized gains (0.04) (0.31) (0.30) --
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.14) (0.39) (0.33) (0.01)
--------- --------- --------- ---------
Change in net asset value 1.14 (0.44) 0.81 1.52
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $9.18 $8.04 $8.48 $7.67
========= ========= ========= =========
Total return 16.12% (0.07%) 15.02% 21.21%<F2>
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 1.20% 1.16% 1.31% 0.59%
Ratio of net investment income to
average net assets 0.33% 1.44% 0.99% 0.26%
Portfolio turnover rate 174.02% 65.98% 24.52% 49.49%
Net assets, end of period (in
thousands) $1,947 $1,631 $154 $0.2

<FN>
---------
<F1> For the period November 1, 1996 (initial purchase) to June 30, 1997.

LINDNER FUNDS 14

-----------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------

LINDNER UTILITY FUND

(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
Years Ended June 30
-----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INVESTOR
Net asset value, beginning of period $14.81 $16.78 $15.75 $14.20 $10.77
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.21 0.33 0.37 0.39 0.35
Net realized and unrealized gains on
investments 4.55 0.44 1.96 1.60 3.42
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 4.76 0.77 2.33 1.99 3.77
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.22) (0.33) (0.37) (0.42) (0.34)
Dividends from net realized gains (0.31) (2.41) (0.93) (0.02) --
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.53) (2.74) (1.30) (0.44) (0.34)
--------- --------- --------- --------- ---------
Change in net asset value 4.23 (1.97) 1.03 1.55 3.43
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $19.04 $14.81 $16.78 $15.75 $14.20
========= ========= ========= ========= =========
Total return 32.49% 8.62% 15.53% 14.29% 35.39%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 0.93% 0.97% 0.91% 0.89% 0.95%
Ratio of net investment income to
average net assets 1.22% 2.40% 2.21% 2.81% 2.87%
Portfolio turnover rate 69.46% 137.51% 99.37% 86.44% 98.58%
Net assets, end of period (in
millions) $42 $26 $43 $47 $32

<CAPTION>
Years Ended June 30
------------------------------------------
2000 1999 1998 1997<F1>
---- ---- ---- --------
<S> <C> <C> <C> <C>
INSTITUTIONAL
Net asset value, beginning of period $14.96 $16.84 $15.74 $14.20
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.17 0.19 0.26 0.27
Net realized and unrealized gains on
investments 4.61 0.53 2.03 1.60
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 4.78 0.72 2.29 1.87
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.18) (0.19) (0.26) (0.31)
Dividends from net realized gains (0.31) (2.41) (0.93) (0.02)
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.49) (2.60) (1.19) (0.33)
--------- --------- --------- ---------
Change in net asset value 4.29 (1.88) 1.10 1.54
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $19.25 $14.96 $16.84 $15.74
========= ========= ========= =========
Total return 32.29% 7.99% 15.23% 14.52%<F2>
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 0.94% 1.30% 1.22% 0.75%
Ratio of net investment income to
average net assets 1.12% 2.70% 1.99% 2.42%
Portfolio turnover rate 69.46% 137.51% 99.37% 86.44%
Net assets, end of period (in
thousands) $31 $0.2 $9 $54

<FN>
---------
<F1> For the period August 30, 1996 (initial purchase) to June 30, 1997.

LINDNER FUNDS 15

-----------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------

LINDNER MARKET NEUTRAL FUND

(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
Years Ended June 30
-----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INVESTOR
Net asset value, beginning of period $5.72 $5.65 $6.70 $8.36 $7.09
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.23 0.23 0.23 0.29 0.26
Net realized and unrealized gains
(losses) on investments 0.86 0.01 (0.89) (1.81) 1.32
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.09 0.24 (0.66) (1.52) 1.58
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.21) (0.17) (0.39) (0.14) (0.31)
Dividends from net realized gains -- -- -- -- --
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.21) (0.17) (0.39) (0.14) (0.31)
--------- --------- --------- --------- ---------
Change in net asset value 0.88 0.07 (1.05) (1.66) 1.27
--------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $6.60 $5.72 $5.65 $6.70 $8.36
========= ========= ========= ========= =========
Total return 19.26% 4.29% (10.08%) (18.43%) 23.44%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 1.93% 1.45% 1.23% 1.20% 1.24%
Ratio of net investment income to
average net assets 3.71% 3.46% 1.66% 3.86% 2.45%
Portfolio turnover rate 817.43% 104.92% 109.32% 457.57% 139.82%
Net assets, end of period (in
millions) $22 $18 $28 $68 $62

<CAPTION>
Years Ended June 30
------------------------------------------
2000 1999 1998 1997<F1>
---- ---- ---- --------
<S> <C> <C> <C> <C>
INSTITUTIONAL
Net asset value, beginning of period $6.09 $6.02 $6.67 $8.36
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.22 0.23 (0.16) 0.26
Net realized and unrealized gains
(losses) on investments 0.92 0.01 (0.49) (1.81)
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.14 0.24 (0.65) (1.55)
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.20) (0.17) -- (0.14)
Dividends from net realized gains -- -- -- --
--------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.20) (0.17) -- (0.14)
--------- --------- --------- ---------
Change in net asset value 0.94 0.07 (0.65) (1.69)
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $7.03 $6.09 $6.02 $6.67
========= ========= ========= =========
Total return 19.00% 4.02% (9.75%) (18.61%)<F2>
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets 1.12% 0.96% 1.86% 1.37%
Ratio of net investment income to
average net assets 3.61% 3.13% 16.68% 4.45%
Portfolio turnover rate 817.43% 104.92% 109.32% 457.57%
Net assets, end of period (in
thousands) $0.2 $0.1 $0.1 $1.6

<FN>
---------
<F1> For the period July 9, 1996 (initial purchase) to June 30, 1997.

LINDNER FUNDS 16

-----------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------

LINDNER OPPORTUNITIES FUND

(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
For the period
from inception
(October 11, 1999)
to June 30,
2000<F1>
------------------
<S> <C>
Net asset value, beginning of period $12.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.08
Net realized and unrealized gains on investments 1.74
-------------
TOTAL FROM INVESTMENT OPERATIONS 1.82
-------------
LESS DISTRIBUTIONS
Dividends from net investment income (0.01)
Dividends from net realized gains (0.02)
-------------
TOTAL DISTRIBUTIONS (0.03)
-------------
Change in net asset value 1.79
-------------
NET ASSET VALUE, END OF PERIOD $13.79
=============
Total return<F2> 15.19%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets, without
waivers 1.90%
Ratio of expenses to average net assets, after waivers 1.25%
Ratio of net investment income to average net assets 0.93%
Portfolio turnover rate 1,104.73%
Net assets, end of period (in millions) $2.3

<FN>
---------
<F1> Operations commenced on October 11, 1999.

LINDNER FUNDS 17

<PAGE>
<PAGE>
-----------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------

LINDNER GOVERNMENT MONEY MARKET FUND

(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
Years Ended June 30
------------------------------------------
2000 1999 1998 1997<F1>
---- ---- ---- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.05 0.05 0.05
--------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 0.05 0.05 0.05 0.05
--------- --------- --------- ---------
LESS DISTRIBUTIONS
Dividends from net investment income (0.05) (0.05) (0.05) (0.05)
--------- --------- --------- ---------
Change in net asset value 0.00 0.00 0.00 0.00
--------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
========= ========= ========= =========
Total return 5.26% 4.70% 5.21% 5.02%<F2>
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets, without waivers 0.51% 0.53% 0.52% 0.43%
Ratio of expenses to average net
assets, after waivers 0.50% 0.50% 0.50% 0.43%
Ratio of net investment income to
average net assets 5.10% 4.53% 5.08% 5.45%
Net assets, end of period (in
millions) $38 $44 $43 $39

<FN>
---------
<F1> Operations commenced on July 6, 1996.

LINDNER FUNDS 18

THE FUNDS IN DETAIL

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.

Lindner Asset Management, Inc., whose address is 7711 Carondelet
Avenue, Suite 700, 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, Lindner
Asset Management, Inc. is referred to as "Lindner Management" or the
"Adviser". Lindner Management is a professional investment advisory
firm that has been providing investment management services to the
Lindner Funds since 1993.

Concise fund-by-fund descriptions begin on the next page and provide
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 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 also includes line graphs comparing the
performance of each class of shares of each Fund to selected
broad-based securities market indices that the Adviser deems to be
appropriate, as well as a discussion of the factors which materially
affected a Fund's performance during the fiscal year ended June 30,
2000. The Trust's Annual Report is available free upon request.

LINDNER FUNDS 19

ASSET ALLOCATION FUND

The investment objective of the Asset Allocation Fund is to produce
current income through investments in common stocks, convertible and
non-convertible preferred stocks, corporate bonds and debt
securities issued or guaranteed by the U.S. government that provide
a yield higher than that paid on either the Standard & Poor's 500
Stock Index or on passbook savings accounts. Capital appreciation is
a secondary investment objective. To pursue this goal, the Asset
Allocation Fund may invest in any type or class of security without
regard to market capitalization size. Under normal market
conditions, the Asset Allocation Fund will invest in common stocks,
fixed income securities, securities convertible into common stocks
(such as warrants and preferred stocks) and cash equivalent
securities. The Asset Allocation Fund normally invests 45% to 60% of
its total assets in common stocks and securities convertible into
common stocks, 25% to 50% of its total assets in fixed income
securities and up to 30% of its total assets in cash equivalent
securities. These securities may be sold in unregistered "private
placements" to qualified institutional buyers ("Rule 144A
Securities").

The Adviser selects common stocks primarily for the purpose of
providing long-term capital growth, and invests predominantly in
those companies which are growth-oriented and have exhibited
consistent, above-average growth in revenues and earnings relative
to their valuations. The Asset Allocation Fund will invest the fixed
income portion of its investments in a range of interest-paying debt
securities, including corporate bonds, notes, debentures and
asset-backed securities, obligations issued or guaranteed by the
U.S. government or its agencies and securities representing
interests in pools of mortgages issued or guaranteed by the U.S.
government or its agencies. Up to 35% of the Asset Allocation Fund's
total assets may be invested in debt securities that are rated below
investment grade or are unrated ("junk bonds"). In addition to
securities of U.S. companies, the Asset Allocation Fund may invest a
portion of its assets in securities of foreign companies (including
ADRs) and in equity securities issued by real estate investment
trusts and it may invest a portion of its assets in put options for
hedging purposes.

The cash equivalent securities of the Asset Allocation Fund normally
consist of short-term obligations (with maturities of 18 months or
less) consisting of domestic and foreign commercial paper, variable
rate master demand notes, bankers' acceptances, certificates of
deposit issued by domestic banks or domestic branches of foreign
banks, obligations issued by the U.S. government or its agencies and
repurchase agreements. The Asset Allocation Fund may also invest a
portion of its assets in securities issued by other investment
companies.

For temporary defensive or emergency purposes, the Asset Allocation
Fund may invest all or a portion of its assets in short-term
securities. If the Fund takes a temporary defensive position, it may
not achieve its investment objective.

LINDNER ASSET ALLOCATION FUND 20

LARGE-CAP FUND

The investment objective of the Large-Cap Fund is long-term capital
appreciation through investments in common stocks or securities
convertible into common stock. The production of current income is a
secondary investment objective. To pursue this goal, under normal
circumstances the Large-Cap Fund will invest at least 65% of its
total assets in common stocks and equity securities of large
capitalization U.S. companies, which are those that have a market
capitalization in the range of the Russell 1000 Index. At June 30,
2000, this range of capitalization was from $1.6 billion to $520
billion. Equity securities also include preferred stocks, securities
convertible into common stock and warrants to purchase common
stocks. Stock selection may reflect either a growth or value
investment approach. The Large-Cap Fund generally invests in between
50 to 400 companies that are diversified across sectors. The
Large-Cap Fund has tended to emphasize, or overweight, certain
sectors that the Adviser believes offers greater potential for
growth of capital, such as financial services, technology and energy
stocks. These weightings may change in the future. The Large-Cap
Fund may borrow money from banks to use for investment purposes (a
practice known as "leveraging"), which may increase the risk of loss
to investors.

When selecting securities for the Large-Cap Fund, the Adviser blends
quantitative and fundamental financial analyses to identify
companies with strong cash flows, secure market franchises and
revenue growth that is among the highest for the particular
industry. A strong balance sheet and strong management are other
factors that the Adviser considers. In addition to securities of
U.S. companies, the Large-Cap Fund may invest a portion of its
assets in securities of foreign companies (including ADRs) and in
debt securities and it may invest a portion of its assets in put
options for hedging purposes. The Large-Cap Fund also may invest a
portion of its assets in Rule 144A Securities and in equity
securities issued by real estate investment trusts.

For temporary defensive or emergency purposes, the Large-Cap Fund
may invest all or a portion of its assets in short-term debt
securities. If the Large-Cap Fund takes a temporary defensive
position, it may not achieve its investment objective.

LINDNER LARGE-CAP FUND 21

SMALL-CAP FUND

The investment objective of the Small-Cap Fund is capital
appreciation. The production of current income is a secondary
investment objective. To pursue this goal, under normal
circumstances the Small-Cap Fund will invest at least 65% of its
total assets in common stocks and equity securities of U.S. small
capitalization companies, which are those having a market
capitalization in the range of the Russell 2000 Index. At June 30,
2000, this range of capitalization was from $178 million to $1.5
billion. Equity securities also includes preferred stocks,
securities convertible into common stock and warrants to purchase
common stocks. Stock selection may reflect either a growth or value
investment approach.

When choosing stocks, the Adviser used both fundamental and
quantitative financial analyses to identify companies with
outstanding management, substantial cash flows, potential for
revenue growth in both existing and new markets and a potential for
some catalyst or factor to cause the stock's price to rise. The
Small-Cap Fund generally invests in between 25 and 125 companies
that are diversified across many industries, and it may invest
substantially in certain selected sectors which the Adviser believes
will offer better opportunities for capital growth. The Fund is
diversified across sectors. In addition to securities of U.S.
companies, the Small-Cap Fund may invest a portion of its assets in
securities of foreign companies (including ADRs) and in debt
securities (including up to 20% of its assets in junk bonds), in
Rule 144A Securities, in equity securities issued by real estate
investment trusts and may invest a portion of its assets in put
options for hedging purposes.

For temporary defensive or emergency purposes, the Small-Cap Fund
may invest all or a portion of its assets in short-term debt
securities. If the Small-Cap Fund takes a temporary defensive
position, it may not achieve its investment objective.

LINDNER SMALL-CAP FUND 22

UTILITY FUND

The Utility Fund's investment objective is to produce current income
through investments in securities of domestic and foreign public
utility companies. Capital appreciation is a secondary investment
objective. To pursue this goal, under normal circumstances the
Utility Fund will invest at least 65% of its total assets in common
stocks, securities convertible into common stocks, and
nonconvertible preferred stocks and bonds issued by domestic and
foreign regulated public utility companies, including gas, electric,
telecommunications, cable television, water and energy companies
("Utilities"), and in companies that are in businesses related to
such Utilities, such as suppliers of raw materials. Some of these
securities may be Rule 144A Securities, and up to 35% of the Utility
Fund's total assets may be invested in junk bonds.

The Adviser looks for Utilities that it believes are undervalued but
are believed to have long-term growth prospects substantially better
than the economy as a whole. In addition to securities of Utilities,
the Utility Fund may invest a portion of its assets in put options
for hedging purposes. For temporary defensive or emergency purposes,
the Utility Fund may invest all or a portion of its assets in
short-term debt securities. If the Utility Fund takes a temporary
defensive position, it may not achieve its investment objective.

LINDNER UTILITY FUND 23

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 always having both
long and short positions in equity securities issued by U.S.
companies. Long positions will be held in those securities that the
Adviser has identified as undervalued and short positions will be
held in 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 common stocks, securities
convertible into common stocks without regard to quality or rating,
short positions in common stocks and securities convertible into
common stocks, and, to a limited degree, non-convertible preferred
stocks and debt securities without regard to quality or rating. Some
of these securities may be Rule 144A Securities. The Market Neutral
Fund may borrow money from banks to use for investment purposes (a
practice known as "leveraging"), which may increase the risk of loss
to investors in declining market situations, but the Adviser does
not intend to use such borrowings at present.

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 Market Neutral 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. Its 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 are
considered to have no risk of losing capital. 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.

For temporary defensive or emergency purposes, the Market Neutral
Fund may invest all or a portion of its assets in short-term debt
securities. If the Market Neutral Fund takes a temporary defensive
position, it may not achieve its investment objective.

LINDNER MARKET NEUTRAL FUND 24

OPPORTUNITIES FUND

The investment objective of the Opportunities Fund is long term
capital growth. To pursue this goal, the Opportunities Fund will
focus its investments in common stocks, and securities convertible
into common stocks, of U.S. companies that have been selected for
their growth prospects relative to their valuations. At any given
time, the Adviser may tend to buy growth or value stocks, or a
combination of both types, depending on the Adviser's judgment as to
which style is currently in favor or is about to come into favor.
The Adviser may invest in stocks of companies that are considered
"small-cap," "mid-cap" or "large-cap" in terms of market
capitalization, including foreign companies whose securities are
traded on U.S. securities exchanges in the form of American
Depositary Receipts. Investments are carefully monitored and may
emphasize those industries or sectors that the Adviser believes will
offer more favorable opportunities in light of changing economic,
social and political conditions or trends. The Adviser will also
seek investment opportunities in companies involved in prospective
acquisitions, reorganizations, spin-offs, consolidations and
liquidations.

The Adviser will seek out those companies it believes have superior
management and are favorably situated to produce above-average
earnings growth over time while maintaining enough cash to finance
future growth in their businesses. In addition, the Adviser will
look for opportunities in turn-around situations and in securities
it believes to be priced substantially lower than their intrinsic
value. The Adviser does not place any emphasis on dividend or
interest income, except when it believes that this income will have
a favorable influence on the market value of a security.

The Opportunities Fund primarily invests in common stocks and
securities convertible into common stocks issued by well-known and
established companies and smaller, less well-known companies.
However, the Opportunities Fund may also invest in preferred stocks,
common stock rights or warrants, depositary receipts or debt
securities, if the Adviser believes that they offer opportunities
for growth in capital. The Opportunities Fund may invest a portion
of its assets in securities sold in unregistered "private
placements" offered to qualified institutional buyers ("Rule 144A
Securities"). The Fund also may invest a portion of its assets in
put options for hedging purposes.

Under normal circumstances, the Opportunities Fund's portfolio
turnover rate is anticipated to be significantly higher than the
portfolio turnover rate for most equity funds. The portfolio
turnover rate is calculated by dividing the lesser of purchases or
sales of portfolio securities for the fiscal year by the monthly
average value of the portfolio securities owned during the fiscal
year. 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.

For temporary defensive or emergency purposes, the Opportunities
Fund may invest all or a portion of its assets in short-term debt
securities. If the Fund takes a temporary defensive position, it may
not achieve its investment objective.

LINDNER OPPORTUNITIES FUND 25

GOVERNMENT MONEY MARKET FUND

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 highest short-term debt rating.

Firstar Bank, N.A., a national bank with offices in Cincinnati,
Ohio, serves as the Subadviser for the Government Money Market Fund
and manages its portfolio on a day-to-day basis. Firstar Bank, N.A.
currently manages over $66 billion of its own assets and manages 52
mutual funds having assets in excess of $16 billion, including 11
money market funds with assets in excess of $9 billion.

LINDNER GOVERNMENT MONEY MARKET FUND 26

<PAGE>
<PAGE>
-----------------------------------------------------------------------
CERTAIN INVESTMENT PRACTICES
-----------------------------------------------------------------------

For each of the following investment practices, this table shows the
applicable limitation. These limitations may be changed from time to
time by the Board of Trustees.

KEY TO TABLE:
-----------------------------------------------------------------------

a Permitted, but not expected to be used to a significant extent

b Permitted without limitation; does not indicate actual use

c Not permitted at present

% Represents an investment limitation as a percentage of total
fund assets; does not indicate actual use

<TABLE>
<CAPTION>
Asset
Allocation Large-Cap Small-Cap
Fund Fund Fund
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------
BORROWING The borrowing of money from banks to meet
redemptions, for other temporary or emergency purposes
and for investment purposes. a 5% a
-------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES Securities of foreign issuers. May
include depositary receipts. a 25% 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. 50% b b
-------------------------------------------------------------------------------------------------------
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. 35% a a
-------------------------------------------------------------------------------------------------------
PUT OPTIONS Instruments that provide a right to sell
(put) a particular security at a fixed price within a
certain time period. A fund may purchase put options for
hedging purposes only. 5% 5% 5%
-------------------------------------------------------------------------------------------------------
CALL OPTIONS Investments that provide a right to purchase
a security at a fixed price within a certain time period. c c c
-------------------------------------------------------------------------------------------------------
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%
-------------------------------------------------------------------------------------------------------
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. c c c
-------------------------------------------------------------------------------------------------------
SECURITIES LENDING Lending portfolio securities to
financial institutions; a fund receives cash, U.S.
government securities or bank letters of credit as
collateral. a c a
-------------------------------------------------------------------------------------------------------
SHORT SALES Selling borrowed securities with the
intention of repurchasing them for a profit on the
expectation that the market price will drop. a a a
-------------------------------------------------------------------------------------------------------

LINDNER FUNDS 27

<CAPTION>
Market Government
Utility Neutral Opportunities 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 and for
investment purposes. a 5% a c
-------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES Securities of foreign
issuers. May include depositary receipts. 35% a b c
-------------------------------------------------------------------------------------------------------
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. b b c c
-------------------------------------------------------------------------------------------------------
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. 35% a c c
-------------------------------------------------------------------------------------------------------
PUT OPTIONS Instruments that provide a
right to sell (put) a particular security
at a fixed price within a certain time
period. A fund may purchase put options
for hedging purposes only. 5% 5% 5% c
-------------------------------------------------------------------------------------------------------
CALL OPTIONS Investments that provide a
right to purchase a security at a fixed
price within a certain time period. c c 5% c
-------------------------------------------------------------------------------------------------------
REAL-ESTATE INVESTMENT TRUSTS (REITS)
Pooled investment vehicles that invest
primarily in income-producing real estate
or real-estate related loans or interests. c 15% a c
-------------------------------------------------------------------------------------------------------
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. 65% c c c
-------------------------------------------------------------------------------------------------------
SECURITIES LENDING Lending portfolio
securities to financial institutions; a
fund receives cash, U.S. government
securities or bank letters of credit as
collateral. a a a c
-------------------------------------------------------------------------------------------------------
SHORT SALES Selling borrowed securities
with the intention of repurchasing them
for a profit on the expectation that the
market price will drop. a 100% c c
-------------------------------------------------------------------------------------------------------
</TABLE>

LINDNER FUNDS 28

MANAGEMENT OF THE TRUST

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 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. Information about
the Trustees and executive officers of the Trust may be found in the
SAI.

Each Fund is managed by Lindner Management, which chooses a Fund's
investments and handles its business affairs. Lindner 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 and as a stock transfer agent
with the Securities and Exchange Commission. As of September 30,
2000, the Adviser managed approximately $850 million of assets.

Lindner Management has appointed the following portfolio co-managers
for each of the Lindner Funds:

Lindner Asset Allocation Fund:

- Mark T. Finn and Jeffrey D. Fotta, CFA, co-managers of the
equity portion;

- Gerald H. Barnes, CFA, manager of the fixed-income
portion.

Lindner Utility Fund:

- Gerald H. Barnes, Mark T. Finn and Thomas F. Lynch,
co-managers.

Lindner Large-Cap Fund:

- Mark T. Finn and Jeffrey D. Fotta, co-managers.

Lindner Small-Cap Fund:

- Mark T. Finn and Jonathan F. Finn, CFA, co-managers.

Lindner Opportunities Fund:

- Mark T. Finn and Jonathan F. Finn, co-managers.

Lindner Market Neutral Fund:

- Jeffrey D. Fotta and Thomas F. Lynch, co-managers.

Mark T. Finn, Vice Chairman and Chief Operating Officer of Lindner
Asset Management since March 1999, also serves as the Chief
Investment Officer of the Adviser and supervises all portfolio
managers. Mr. Finn received an MBA degree from the College of
William and Mary in 1987. Mr. Finn has also served as the Chairman
of Vantage Consulting Group, Inc., an investment counseling firm and
a registered investment adviser located in Virginia Beach, Virginia,
for

LINDNER FUNDS 29

more than five years and is Trustee of CitiFunds, a family of mutual
funds sponsored by Citibank, N.A.

Gerald H. Barnes graduated from the University of Virginia in 1969
with a BS in Commerce and began his investment career in 1971 as a
research analyst in the Trust Division of Virginia National Bank. In
this capacity, he had responsibility for the electric utilities and
telecommunications industries. Mr. Barnes remained with the bank
until 1984 and attained the position of Senior Vice President and
manager of the bank's employee benefit equity and telecommunications
equities. Mr. Barnes was employed by Delta Financial, Inc., an
investment management firm located in Virginia Beach, Virginia, from
1984 until 1991, where he held positions in investment research and
portfolio management. Since 1991, he has been employed as President
of Vantage Consulting Group, Inc. In 1995, Mr. Barnes earned an MBA
degree from Old Dominion University. Mr. Barnes earned the Chartered
Financial Analyst designation in 1977. Mr. Barnes has been employed
by the Adviser as a portfolio manager since March 2000.

Jonathan F. Finn received a BA in Economics from the University of
Virginia in 1995. Since 1995, Mr. Finn has been employed by Vantage
Consulting Group, Inc., where he held positions in quantitative
investment research and portfolio management. Mr. Finn is a member
of the Association for Investment Management and Research and earned
the Chartered Financial Analyst designation in 1999. Mr. Finn has
been employed by the Adviser as portfolio manager since March 2000.

Jeffrey D. Fotta received both an MBA in Finance (1992) and a BA in
Economics and Philosophy (1985) from Boston College. He is a member
of the Boston Security Analysts Society, the Association of
Investment Management and Research, and the International
Association of Financial Engineers. Mr. Fotta also teaches the core
finance course at the Carroll Graduate School of Management at
Boston College. Mr. Fotta has over 15 years of experience in
fundamental analysis of equity securities as a founder and Managing
Partner of Ernst Research and Management, LLC, located in Boston,
Massachusetts. Mr. Fotta earned the Chartered Financial Analyst
designation in 1996. Mr. Fotta has been employed by the Adviser as a
Vice President and portfolio manager since April 1999.

Thomas Lynch received a BS degree in Computer Science and
Mathematics from Boston College in 1986. Mr. Lynch has over 20 years
of experience in macro and micro-economic modeling and computer
programming. For the past eight years, he has been employed by Ernst
Research & Management, LLC, developing research based on
quantitative analysis, as well as several portfolio trading
strategies and products. Mr. Lynch has extensive experience with the
selection and optimization of equity positions for market neutral
and long strategies. Mr. Lynch's previous experience includes
managing and trading a hedge fund portfolio, as well as creating
auditing tools used to analyze growth, profitability, and liquidity.
Mr. Lynch has been employed by the Adviser as a portfolio manager
since March 2000.

LINDNER FUNDS 30

During the fiscal year ended June 30, 2000, the Trust paid the
Adviser management fees as a percentage of the average net assets of
both Classes of each Fund as follows (after giving effect to any fee
waivers):

Asset Allocation Fund 0.54%

Large-Cap Fund 0.61%

Small-Cap Fund 0.70%

Utility Fund 0.70%

Market Neutral Fund 1.00%

Opportunities Fund 0.63%

Government Money Market Fund 0.15%

The advisory agreements with Lindner Management relating to the
Large-Cap Fund and the Opportunities Fund provide for a base
management fee equal to a percentage of average net assets of each
Fund, with adjustments upward or downward, depending on the Fund's
annual performance when compared to the annual performance of the
Russell 2000 Index (in the case of the Large-Cap Fund) or the S&P
500 Index (in the case of the Opportunities Fund). The maximum
performance bonus or performance penalty is 0.20% of average net
assets of the particular Fund, and this bonus or penalty is achieved
if the Fund's performance exceeds or falls below the particular
index by more than 12%. See the SAI for details concerning this
performance fee arrangement.

With regard to the Government Money Market Fund only, the Adviser
has entered into a Subadvisory Agreement with Firstar Bank, N.A. The
management fee of the Subadviser is paid by the Adviser. The
Subadviser was founded in 1853 and is the largest bank and trust
organization of Firstar Corporation. Firstar Bank's experience in
trust administration, investments and estate planning makes it one
of the leading trust institutions in the Midwest region covering 13
states. Firstar Bank has managed common trust funds since 1957. As
of June 30, 2000, Firstar Bank also has $66 billion in assets under
management and $250 billion in total assets. The Firstar Family of
Funds assets total $16.6 billion, across 52 individual funds. As a
part of its regular banking operations, Firstar 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 Firstar 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 Government Money
Market Fund. The Subadviser's business address is 425 Walnut Street,
Cincinnati, Ohio 45202.

LINDNER FUNDS 31

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. These markets are closed on most national
holidays and on Good Friday. 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 order 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 for which no sale
was reported on a particular day are valued at the mean between the
last reported bid and asked prices. Securities which are traded both
in the over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market. Securities
and assets for which quotations are not readily available are valued
at fair value as determined pursuant to procedures approved by the
Trustees.

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 with Lindner Management may
purchase Institutional Shares directly from a Fund at the per share
NAV.

LINDNER FUNDS 32

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 any Fund.

$500 if you are buying Investor Shares of any Fund and you elect to
participate in the Automatic Investment Plan.

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

$250 for Individual Retirement Accounts invested in any Fund.

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, and
automatic purchase plan investments and payroll deduction
investments, which have a $50 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

LINDNER FUNDS 33

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 Trust and are
not binding until accepted. The Trust will not accept applications
unless they are accompanied by a check payable in U.S. dollars drawn
on a U.S. bank, savings and loan or credit union. If your check is
returned for insufficient funds, the Custodian may charge a $15 fee
against your account and you will be responsible for any loss
incurred by the Trust.

It is the Trust'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, minus any backup withholding
tax amount.

WITHHOLDING CERTIFICATION

Before the Trust will establish a new account or make registration
changes to an existing account, you must certify to the Trust 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. 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.

LINDNER FUNDS 34

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 Investments
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 Trust's domestic custodian, Firstar Bank, N.A. Prior
to sending a wire, call the Customer Service Department at
(800) 995-7777. The wire must be received by 4:00 p.m., Eastern Time
to receive that business day's closing price. Your bank may charge a
fee to wire funds. For purchases under $1,000, we may deduct a $10
fee from the money wired.

BY TELEPHONE

If you elect to establish telephone privileges with the Trust 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 Trust 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.

LINDNER FUNDS 35

The Trust will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. So long as we
follow these procedures, Lindner Management and the Trust will not
be liable for losses, costs, or expenses for acting upon your
telephone instructions, and Lindner Management will have authority,
as agent, to redeem shares in your account to cover any such loss.
As a result of this policy, you will bear the 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 Trust, they may not be modified or canceled. The
Trust cannot accept investments specifying a certain price or date
and will not honor such requests.

The Transfer Agent will send you a confirmation after each
transaction affecting your account. Dividend payments and
reinvestments are shown on your quarterly consolidated statement.
You should bring any discrepancies to the Transfer Agent's attention
within 30 days of receipt. The Transfer Agent will provide a listing
of your account history, upon receipt of a written request signed by
all account owners and a $25.00 fee for each account researched.
Checks should be payable to "Lindner Asset 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 or exchange certificated shares unless you surrender
the certificates to the Trust.

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. The
Trust will be deemed to have received a purchase or redemption order
when the Processing Intermediary receives 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
the Trust.

LINDNER FUNDS 36

A purchase or redemption order made through a Processing
Intermediary will be priced at a Fund's NAV next computed after the
order is received 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

LINDNER FUNDS 37

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 out what prior notice your employer requires if you want to
change or discontinue your payroll deduction choice.

REDEMPTION OF SHARES

You may sell all or any part of your shares to a Fund for
redemption. The Trust 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 Trust or (b) a telephone request is
received by 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 Trust is satisfied that checks given in payment
of shares being redeemed have cleared, which may take up to 15 days.

You may redeem shares in the following ways:

BY MAIL

By mailing a written request addressed to:

Lindner Investments
P.O. Box 11208
St. Louis, MO 63105

A written redemption request is "in good order" if it:

(1) is properly endorsed by all registered shareholders in the exact
names in which the shares are registered;

(2) is accompanied by properly endorsed share certificates, if any
have been issued; and

(3) states the following:

* the name of the Fund,

* the account number,

* the exact name(s) of the shareholder(s) in which the account is
registered as shown on the latest confirmation, and

* the number of shares or dollar amount to be redeemed.

LINDNER FUNDS 38

The following redemption requests must be in writing and must have
signatures guaranteed (including the signatures on any share
certificate) by a bank, trust company, savings and loan association,
or a member of a national stock exchange (a notary public is not an
acceptable guarantor):

(1) redemptions on accounts that have requested an address change
within the preceding two months;

(2) redemptions for which the proceeds are to be sent to someone
other than the registered shareholder(s) and/or to an address other
than the address of record; or

(3) redemptions for which the proceeds are to be wired and the wire
instructions are different than those previously submitted.

The following redemptions must be in writing, but do not require a
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 Trust
at (800) 995-7777.

BY TELEPHONE

You may call the Trust 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 two months. The Trust
reserves the right to refuse telephone redemptions and may limit the
dollar amount or the number of telephone redemptions. IRA accounts
may not be redeemed by telephone.

The Trust will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. If we follow
such procedures, Lindner Management and the Trust will not be liable
for losses, costs, or expenses for acting upon your telephone
instructions or for any unauthorized telephone redemption. As a
result of this policy, you will bear the risk of any loss unless we
have failed to follow these procedures.

LINDNER FUNDS 39

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 the responsibility of
submitting a redemption request to the Trust prior to a 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
Trust. A Processing Intermediary may be liable to an investor for
any losses arising from their failure to timely deliver redemption
requests to the Trust.

DISBURSEMENT METHODS

BY MAIL

The Trust will normally disburse payment by check within five days
after receiving your request for redemption. A charge of $15 will be
deducted from your account if you request the check to be sent by
overnight delivery.

The Trust may postpone the date of payment for redeemed shares, or
the Trust's obligation to redeem shares may be suspended for:

(1) any period during which the New York Stock Exchange is closed or
trading is restricted;
(2) any period during which an emergency exists which makes it
impracticable for the Trust to sell a Fund's securities or to fairly
determine the value of a Fund's 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 Trust.
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 for
domestic wires and a charge of $25 for foreign wires will be
deducted from the amount being wired.

BY AUTOMATED CLEARING HOUSE ("ACH")

You may obtain the proceeds of a redemption by ACH if you have
previously established ACH Privileges with the Trust. Under normal
circumstances, proceeds will be posted to your bank account the
evening of the second business day following the date of the
redemption. There are no fees for this service.

LINDNER FUNDS 40

INVOLUNTARY REDEMPTION

In an attempt to reduce expenses, partly attributable to maintaining
small accounts, the Trust reserves the right to redeem, upon 30
days' written notice, all of your shares if your account has a NAV
of less than $2,000. You may prevent involuntary redemption by
making additional investments during the 30-day notice period that
increase the value of your account to this minimum amount.

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 Firstar
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 of one Fund for Investor Shares of
any other Fund, and you may exchange Institutional Shares of one
Fund for Institutional Shares of any other Fund. Before exchanging
shares, you should read the current prospectus describing the shares
to be acquired. The exchange privilege is not designed to afford
shareholders a way to play short-term swings in the market. Lindner
Investments is not suitable for that purpose. The Trust reserves the
right to limit the amount and frequency of exchanges between Funds
in circumstances it deems disadvantageous to the Funds.

LINDNER FUNDS 41

BY TELEPHONE

You may exchange shares by phone by calling us at (800) 995-7777 if
you have established Telephone Privileges with the Trust and the
account registrations and options (for example, automatic
reinvestment of dividends) are identical.

BY MAIL

You may direct the Trust in writing to exchange shares. If the
shares are owned by two or more persons, the request should be
signed by each person. All signatures should be exactly as the name
appears in the registration. Send your directions to Lindner
Investments, P.O. Box 11208, St. Louis, MO 63105.

ADDITIONAL INFORMATION ABOUT SHARE EXCHANGES

* If the shares being surrendered for exchange are represented by a
certificate, you must return the certificate to Lindner Management
before the conversion can be made.

* Once you have made an exchange request by telephone or mail, it is
irrevocable and you may not modify or cancel it.

* The value of the shares surrendered and the value of the shares
acquired are the NAVs of such shares next computed after receipt of
an exchange order.

* Shares may not be exchanged unless you have furnished the Trust
with the correct tax identification number and the certification
required by the Internal Revenue Code and Regulations. See
"Withholding Certification."

* An exchange of shares is, for federal income tax purposes, a sale
of the shares, on which you may realize a taxable gain or loss.

* If the request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, Lindner Management
will require evidence satisfactory to it of the authority of the
individual signing the request.

* 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 $50 or
more and may be made monthly or quarterly, at an annual rate not
exceeding 40% of the value of your Investor

LINDNER FUNDS 42

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.

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. If the payment is due at the time
the account is closed, the fee will be deducted from the withdrawal.

Contributions to an IRA must be post-marked no later than the due
date of the tax return (without extensions) for the contribution
year for which the contribution is being made. You must request
withdrawals from an IRA in writing and include IRS Form W-4P with
your request. IRA redemption requests not accompanied by Form W-4P
will be subject to income tax withholding.

Firstar Bank, N.A., serves as 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

LINDNER FUNDS 43

DIVIDENDS, DISTRIBUTIONS AND TAXES

PAYMENT OF DIVIDENDS AND DISTRIBUTIONS

* Record Date: the date the Fund identifies its "shareholders of
record" (shareholders entitled to receive the fund's dividend and/or
capital gains distribution).

* Ex-Dividend Date: the date the 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 Large-Cap Fund, the Small-Cap Fund, the Opportunities Fund and
the Market Neutral Fund declare annual dividends from net investment
income each December. The Asset Allocation Fund and the Utility 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.

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
paid. 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 a capital gain distribution in October,
November, or December and it is made payable during January of the
following year, such payment is considered taxable income to the
shareholder on December 31 of the year in which the dividend or
distribution was 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.

LINDNER FUNDS 44

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 gains distributions of each Fund (whether or
not reinvested in the Fund). Distributions in any form may be
subject to federal income tax.

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 a Fund has held a security, not on how long
you have owned the Fund shares.

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.

LINDNER FUNDS 45

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.

LINDNER FUNDS 46

NOTES

LINDNER FUNDS 47

You can find additional information about the Lindner Funds in its
Annual and Semi-Annual Reports to Shareholders and in the Statement
of Additional Information ("SAI"). The Annual and Semi-
Annual Reports to Shareholders include financial statements,
detailed performance information, portfolio holdings, management's
discussion of Fund performance, market conditions and investment
strategies 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, or to
obtain other information about a Fund, 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 of this information, after paying a
duplicating fee, by writing to the SEC's Public Reference Section,
Washington D.C. 20549-0102, or by electronic request at the following
e-mail address: [email protected]. Call 1-202-942-8090 for information
on the operation of the Public Reference Room.

PROSPECTUS DATED
OCTOBER 6, 2000

[Lindner Logo]

Investor Shares Ticker Symbols
--------------- --------------
LINDNER ASSET
ALLOCATION FUND: LDDVX

LINDNER LARGE-CAP
FUND: LDNRX

LINDNER SMALL-CAP
FUND: LDRSX

LINDNER UTILITY FUND: LDUTX

LINDNER MARKET
NEUTRAL FUND: LDNBX

Lindner Opportunities Fund Investor Shares and Institutional Shares
for the other Funds do not yet have ticker symbols.

Investment Company Act File No. 811-7932.

INVESTMENT ADVISER AND TRANSFER AGENT:
Lindner Asset Management, Inc.

CUSTODIAN:
Firstar Bank, N.A.

COUNSEL:
Dykema Gossett PLLC

INDEPENDENT AUDITORS:
Deloitte & Touche LLP

PART B

LINDNER INVESTMENTS

STATEMENT OF ADDITIONAL INFORMATION

for
INVESTOR SHARES
and
INSTITUTIONAL SHARES
of
LINDNER ASSET ALLOCATION FUND
LINDNER LARGE-CAP FUND
LINDNER SMALL-CAP FUND
LINDNER UTILITY FUND
LINDNER MARKET NEUTRAL FUND

and

INVESTOR SHARES
of
LINDNER OPPORTUNITIES FUND
LINDNER GOVERNMENT MONEY MARKET FUND

This 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
October 6, 2000, which incorporates this SAI by reference (i.e., legally
makes this a part of the Prospectus). Because this Statement of
Additional Information is not itself a prospectus, no investment in
shares of the Fund should be made solely upon the information contained
herein. Copies of the Prospectus may be obtained by writing Lindner
Investments at 7711 Carondelet Avenue, P.O. Box 11208, St. Louis,
Missouri 63105, or by calling (800) 995-7777.

The Annual Report to Shareholders of Lindner Investments for the fiscal
year ended June 30, 2000, which has been distributed to shareholders of
each Fund pursuant to Section 30(d) of the Investment Company Act of
1940, is hereby incorporated into this Statement of Additional
Information by reference. Copies of this Annual Report will be provided
without charge with this Statement of Additional Information.

October 6, 2000

TABLE OF CONTENTS

PAGE
LINDNER INVESTMENTS AND THE FUNDS. . . . . . . . . . . . . .3
Lindner Investments. . . . . . . . . . . . . . . . . .3
The Funds. . . . . . . . . . . . . . . . . . . . . . .3
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . .3
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS . . . . . .4
Lindner Asset Allocation Fund. . . . . . . . . . . . .4
Lindner Large-Cap Fund . . . . . . . . . . . . . . . .5
Lindner Small-Cap Fund . . . . . . . . . . . . . . . .6
Lindner Utility Fund . . . . . . . . . . . . . . . . .6
Lindner Market Neutral Fund. . . . . . . . . . . . . .7
Lindner Government Money Market Fund . . . . . . . . .8
Investment Policies and Restrictions . . . . . . . . 10
Common Investment Techniques and Types of Securities 12
General; Portfolio Turnover. . . . . . . . . . . . . 20
MANAGEMENT OF THE TRUST. . . . . . . . . . . . . . . . . . 20
Compensation . . . . . . . . . . . . . . . . . . . . 22
Code of Ethics . . . . . . . . . . . . . . . . . . . 22
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. . . . 23
INVESTMENT ADVISORY AND OTHER SERVICES . . . . . . . . . . 24
Controlling Persons. . . . . . . . . . . . . . . . . 24
Services Provided by Adviser . . . . . . . . . . . . 24
Adviser Compensation . . . . . . . . . . . . . . . . 24
Subadviser (Government Money Market Fund). . . . . . 28
Transfer Agent . . . . . . . . . . . . . . . . . . . 28
Administrator. . . . . . . . . . . . . . . . . . . . 29
Distribution and Service Plan. . . . . . . . . . . . 29
Custodian and Independent Auditors . . . . . . . . . 31
BROKERAGE ALLOCATION . . . . . . . . . . . . . . . . . . . 31
PURCHASE, REDEMPTION AND PRICING OF SECURITIES . . . . . . 33
All Funds Other Than Government Money Market Fund. . 34
Government Money Market Fund . . . . . . . . . . . . 35
ADDITIONAL PERFORMANCE INFORMATION . . . . . . . . . . . . 36
All Funds Other Than Government Money Market Fund. . 36
Government Money Market Fund . . . . . . . . . . . . 37
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . 38
CERTAIN OTHER MATTERS. . . . . . . . . . . . . . . . . . . 38
Liability of Trustees and Others . . . . . . . . . . 38
Taxation of the Trust. . . . . . . . . . . . . . . . 38
Description of Series and Shares . . . . . . . . . . 39
Registration Statement . . . . . . . . . . . . . . . 40
APPENDIX--DESCRIPTION OF BOND RATINGS. . . . . . . . . . . 41

<PAGE>
<PAGE>
LINDNER INVESTMENTS AND THE FUNDS

LINDNER INVESTMENTS

Lindner Investments (the "Trust") is an unincorporated business trust
organized under the laws of Massachusetts under a Declaration of Trust
dated July 20, 1993. The Declaration of Trust permits the Board of
Trustees of Lindner Investments to issue an unlimited number of full and
fractional shares of beneficial interest, to create an unlimited number
of series of shares and to create an unlimited number of classes of one
or more series of shares. Each series, or fund, of the Trust represents
a separate portfolio of securities and other assets with its own
investment objectives and policies. The assets and liabilities of each
fund belong only to, and are borne only by, that particular fund and no
other fund. The Trust presently offers shares of beneficial interest in
seven separate series: Lindner Asset Allocation Fund, Lindner Large-Cap
Fund, Lindner Small-Cap Fund, Lindner Utility Fund, Lindner Market
Neutral Fund, Lindner Government Money Market Fund and Lindner
Opportunities Fund (the "Funds").

THE FUNDS

Each Fund is classified as an open-end, no-load management investment
company under the 1940 Act, commonly known as a "mutual fund." Each
Fund is a "diversified" mutual fund, which means that with respect to
75% of a Fund's total assets, that Fund will not purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the Fund's total assets would be invested in the
securities of that issuer, or (b) the Fund would hold more than 10% of
the outstanding voting securities of that issuer.

DEFINITIONS

For purposes of this Statement of Additional Information, the reader
should assume that the terms defined below have the meanings indicated,
unless the context requires otherwise.

"Administration Agreements" means the Administrative Service Agreement
dated as of May 20, 1996 and the Administration Agreement dated as of
July 23, 1999, each of which is between the Trust and the Adviser, which
pertain to the Government Money Market Fund and the Opportunities Fund,
respectively, together with any amendments.

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

"Advisory Contracts" means the Advisory and Service Contracts dated as
of September 23, 1993, December 29, 1994, and June 28, 1995, the
Advisory Contracts dated as of May 20, 1996, and April 1, 1998, and the
Advisory Agreement dated as of July 23, 1999, 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, April 1, 1998 and July 23, 1999, each of which is between the
Trust and Lindner 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 and the Opportunities Fund.

"Fund" means each of Lindner Asset Allocation Fund, Lindner Large-Cap
Fund, Lindner Small-Cap Fund, Lindner Utility Fund, Lindner Market
Neutral Fund, Lindner Government Money Market Fund and Lindner
Opportunities Fund, each of which has been established by the Trust a
separate series.

"Prospectus" means the Prospectus of the Trust dated October 6, 2000.

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

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

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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.

LINDNER ASSET ALLOCATION FUND

The investment objective of the Asset Allocation Fund is to produce
current income; capital appreciation is a secondary investment
objective. The Fund invests in common stocks, convertible and non-
convertible preferred stocks, corporate bonds and securities issued or
guaranteed by the U.S. government that provide a yield higher than that
paid on either the Standard & Poor's 500 Stock Composite Index (the "S&P
500 Index"). To pursue this goal, the Asset Allocation Fund may invest
in any type or class of security without regard to market capitalization
size. Under normal market conditions, the Asset Allocation Fund will
invest in common stocks, fixed income securities, securities convertible
into common stocks (such as warrants and preferred stocks) and cash
equivalent securities. The Asset Allocation Fund normally invests 45% to
60% of its total assets in common stocks and securities convertible into
common stocks, 25% to 50% of its total assets in fixed income securities
and up to 30% of its total assets in cash equivalent securities. These
securities may be sold in unregistered "private placements" to qualified
institutional buyers ("Rule 144A Securities").

The Adviser selects common stocks for the Asset Allocation Fund
primarily for the purpose of providing long-term capital growth, and
invests predominantly in those companies which are growth-oriented and
have exhibited consistent, above-average growth in revenues and
earnings. The Asset Allocation Fund will invest the fixed income
portion of its investments in a range of interest-paying debt
securities, including corporate bonds, notes, debentures and asset-
backed securities, obligations issued or guaranteed by the U.S.
government or its agencies and securities representing interests in
pools of

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mortgages issued or guaranteed by the U.S. government or its agencies.
Although the Adviser has the ability to invest up to 35% of the Asset
Allocation Fund's total assets in debt securities that are rated below
investment grade or are unrated ("junk bonds"), the Adviser does not
expect to invest more than 5% of the Fund's total assets in junk bonds.
See "Common Investment Techniques and Securities - High Risk, High
Yield, Lower-Rated Debt Securities." In addition to securities of U.S.
companies, the Asset Allocation Fund may invest a portion of its assets
in securities of foreign companies (including ADRs) and in securities
issued by real estate investment trusts and it may invest a portion of
its assets to purchase put options for hedging purposes.

The cash equivalent securities of the Asset Allocation Fund normally
consist of short-term obligations (with maturities of 18 months or less)
consisting of domestic and foreign commercial paper, variable rate
master demand notes, bankers' acceptances, certificates of deposit
issued by domestic banks or domestic branches of foreign banks,
obligations issued by the U.S. government or its agencies and repurchase
agreements. The Asset Allocation Fund may also invest a portion of its
assets in securities issued by other investment companies.

For temporary defensive or emergency purposes, the Asset Allocation Fund
may invest all or a portion of its assets in short-term debt securities
issued by the U.S. government or its agencies and short-term debt
securities issued by U.S. corporations that are rated in one of the four
highest categories by a nationally recognized securities rating
organization. If the Fund takes a temporary defensive position, it may
not achieve its investment objective.

LINDNER LARGE-CAP FUND

The investment objective of the Large-Cap Fund is long-term capital
appreciation; the production of current income is a secondary investment
objective. To pursue this goal, under normal circumstances the Large-
Cap Fund will invest at least 65% of its total assets in common stocks
and equity securities of large capitalization U.S. companies, which are
those that have a market capitalization in the range of the Russell 1000
Index. At June 30, 2000, this range of capitalization was from $1.6
billion to $520 billion. Equity securities also includes preferred
stocks, securities convertible into common stock and warrants to
purchase common stocks. Stock selection may reflect either a growth or
value investment approach. The Large-Cap Fund generally invests in
between 50 to 400 U.S. companies that are diversified across sectors.
The Large-Cap Fund has tended to emphasize, or overweight, certain
sectors that the Adviser believes offer greater potential for growth of
capital at the time, such as financial services, technology and energy
stocks. These weightings may change from time to time. The Large-Cap
Fund may borrow money from banks to use for investment purposes (a
practice know as "leverage"), which may increase the risk of loss to
investors.

When selecting securities for the Large-Cap Fund, the Adviser blends
quantitative and fundamental financial analyses to identify companies
with strong cash flows, secure market franchises and revenue growth that
is among the highest for the particular industry. A strong balance
sheet and strong management are other factors that the Adviser
considers. In addition to securities of U.S. companies, the Large-Cap
Fund may invest a portion of its assets in securities of foreign
companies (including ADRs), in debt securities and it may invest a
portion of its assets to purchase put options for hedging purposes. The
Large-Cap Fund also may invest a portion of its assets in Rule 144A
Securities and in equity securities issued by real estate investment
trusts.

For temporary defensive or emergency purposes, the Large-Cap Fund may
invest all or a portion of its assets in short-term debt securities
issued by the U.S. Government or its agencies and short-term debt
securities issued by U.S. corporations that are rated in one of the four
highest categories by a nationally recognized securities rating
organization. If the Large-Cap Fund takes a temporary defensive
position, it may not achieve its investment objective.

LINDNER SMALL-CAP FUND

The investment objective of the Small-Cap Fund is capital appreciation;
the production of current income is a secondary investment objective.
To pursue this goal, under normal circumstances the Small-Cap Fund will
invest at least 65% of its total assets in common stocks and equity
securities of U.S. small capitalization companies, which are those
having a market capitalization in the range of the Russell 2000 Index.
At June 30, 2000, this range of capitalization was from $178 million to
$1.5 billion. Equity securities also includes preferred stocks,
securities convertible into common stock and warrants to purchase common
stocks. Stock selection may reflect either a growth or value investment
approach.

When choosing stocks, the Adviser uses both fundamental and quantitative
financial analyses to identify companies with outstanding management,
substantial cash flows, potential for revenue growth in both existing
and new markets and a potential for some catalyst or factor to cause the
stock's price to rise. The Fund generally invests in between 25 and 125
companies that are diversified across many industries, and it may invest
substantially in certain selected sectors which the Adviser believes
will offer better opportunities for capital growth at the time. The
Fund is diversified across sectors. In addition to securities of U.S.
companies, the Small-Cap Fund may invest a portion of its assets in
securities of foreign companies (including ADRs) and in debt securities
(including up to 20% of its assets in junk bonds), in Rule 144A
Securities, in equity securities issued by real estate investment trusts
and it may invest a portion of its assets to purchase put options for
hedging purposes.

For temporary defensive or emergency purposes, the Small-Cap Fund may
invest all or a portion of its assets in short-term debt securities
issued by the U.S. Government or its agencies and short-term debt
securities issued by U.S. corporations that are rated in one of the four
highest categories by a nationally recognized securities rating
organization. If the Small-Cap Fund takes a temporary defensive
position, it may not achieve its investment objective.

LINDNER UTILITY FUND

The Utility Fund's investment objective is to produce a current income;
capital appreciation is a secondary investment objective. To pursue
this goal, under normal circumstances the Utility Fund will invest at
least 65% of its total assets in common stocks, securities convertible
into common stocks, and nonconvertible preferred stocks and bonds issued
by domestic and foreign regulated public utility companies, including
gas, electric, telecommunications, cable television, water and energy
companies ("Utilities"), and in companies that are in businesses related
to such Utilities, such as suppliers of raw materials. Some of these
securities may be Rule 144A Securities or junk bonds (up to 35% of total
assets).

The Adviser looks for Utilities that it believes are undervalued for
identifiable reasons not considered to be fundamental, and Utilities
that are believed to have long-term growth prospects substantially
better than the economy as a whole. In addition to securities of
Utilities, the Utility Fund may invest a portion of its assets to
purchase put options for hedging purposes.

For temporary defensive or emergency purposes, the Utility Fund may
invest all or a portion of its assets in short-term debt securities
issued by the U.S. Government or its agencies and short-term debt
securities issued by U.S. corporations that are rated in one of the four
highest categories by a nationally recognized securities rating
organization. If the Utility Fund takes a temporary defensive position,
it may not achieve its investment objective.

LINDNER MARKET NEUTRAL FUND

The investment objective of the Market Neutral Fund is long-term capital
appreciation in both bull and bear markets. The Fund maintains minimal
exposure to general equity market risk by always having both long and
short positions in equity securities issued by U.S. companies. Long
positions will be held in those securities that the Adviser has
identified as undervalued and short positions will be held in 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 common stocks, securities convertible into common stocks
without regard to quality or rating, short positions in common stocks
and securities convertible into common stocks, and, to a limited degree,
non-convertible preferred stocks and debt securities without regard to
quality or rating. Some of these securities may be Rule 144A
Securities. The Market Neutral Fund may borrow money from banks to use
for investment purposes (a practice know as "leverage"), which may
increase the risk of loss to investors.

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 Market Neutral
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.
Its 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 minimal risk of losing capital. 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.

For temporary defensive or emergency purposes, the Market Neutral Fund
may invest all or a portion of its assets in short-term debt securities
issued by the U.S. Government or its agencies and short-term debt
securities issued by U.S. corporations that are rated in one of the four
highest categories by a nationally recognized securities rating
organization. If the Market Neutral Fund takes a temporary defensive
position, it may not achieve its investment objective.

LINDNER OPPORTUNITIES FUND

stocks, of U.S. companies that have been selected for their growth
prospects relative to their valuations, without regard to market
capitalization size. At any given time, the Adviser may tend to buy
"growth" stocks or "value" stocks of companies with small, medium or
large capitalizations, or a combination of both types, depending on the
Adviser's judgment as to which styles or sectors are currently in favor
or are about to come into favor. The Adviser will seek out those
companies it believes have superior management and are favorably
situated to produce above-average earnings growth over time while
maintaining enough cash to finance future growth in their businesses,
including foreign companies whose securities are traded on a U.S.
securities exchange in the form of American Depositary Receipts.
Investments are carefully monitored and may emphasize those industries
or sectors that the Adviser believes will offer more favorable
opportunities in light of changing economic, social and political
conditions or trends. The Adviser will also seek investment
opportunities in companies involved in prospective acquisitions,
reorganizations, spin-offs, consolidations and liquidations. In
addition, the Adviser will look for opportunities in turn-around
situations and in securities it believes to be priced substantially
lower than their intrinsic value. The Adviser does not place any
emphasis on dividend or interest income, except when it believes that
this income will have a favorable influence on the market value of a
security.

The Opportunities Fund primarily invests in common stocks and securities
convertible into common stocks issued by well-known and established
companies and smaller, less well-known companies. However, the
Opportunities Fund may also invest in preferred stocks, common stock
rights or warrants, depositary receipts or debt securities, if the
Adviser believes that they offer opportunities for growth in capital
value. The Opportunities Fund may invest a portion of its assets in
Rule 144A Securities and may invest up to 5% of its total assets in put
or call options and options on indexed securities or securities indices
for hedging purposes.

For temporary defensive or emergency purposes, the Opportunities Fund
may invest all or a portion of its assets in short-term debt securities
issued by the U.S. government or its agencies and short-term debt
securities issued by U.S. corporations that are rated in one of the four
highest categories by a nationally recognized securities rating
organization. If the Opportunities Fund takes a temporary defensive
position, it may not achieve its investment objective.

LINDNER GOVERNMENT MONEY MARKET FUND

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 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.

The Government Money Market Fund may also engage in repurchase agreement
transactions, and its investment portfolio may from time to time consist
entirely of 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.

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. Repurchase
agreements are considered loans collateralized by the underlying
securities. 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 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.

INVESTMENT POLICIES AND RESTRICTIONS

The following investment policies and restrictions supplement those set
forth in the Prospectus. Unless otherwise noted, whenever an investment
policy or restriction states a maximum percentage of a Fund's assets
that may be invested in any security or other asset, or sets forth a
policy regarding quality standards, such standard or percentage
limitation will be determined at the time of the Fund's acquisition of
such security or other asset. Accordingly, any subsequent change in
values, net assets, or other circumstances will not be considered when
determining whether the investment complies with the Fund's investment
policies and 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 also 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.

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.

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 other than the Opportunities Fund (for
which a similar investment restriction is non-fundamental)
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 Asset Allocation Fund, Large-Cap Fund, Small-Cap Fund,
Utility Fund and Market Neutral Fund may not invest more
than 25% of their 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.

10. The Opportunities Fund may not mortgage or pledge any of its
assets, except to the extent necessary to effect permitted
borrowings; this limitation does not prohibit escrow,
collateral or margin arrangements in connection with the
purchase of put options.

Operating (Non-Fundamental) Investment Policies and Restrictions

The following investment policies and restrictions have been approved by
the Board of Trustees as operating policies, which means 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 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 (commonly known as short sales
"against the box"). 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. 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. The Asset Allocation Fund, Large-Cap Fund, Small-Cap Fund,
Utility Fund and Market Neutral Fund may invest up to 5% of
total assets in the purchase of put options for hedging
purposes only, not for speculative purposes. None of these
Funds may sell put or call options or any combination of put
and call options. The Opportunities Fund may invest up to
5% of its total assets in the purchase of put or call
options for hedging

purposes only, not for speculative purposes, but it may not
sell put options or write ("sell") call options.

3. The Opportunities Fund does not intend to purchase any
security if, as a result, more than 15% of its net assets
would be invested in securities that are deemed to be
illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at
approximately the prices at which they are valued.

4. The Opportunities Fund does not intend to purchase
securities on margin, except to the extent that the Fund may
make use of leverage (borrowings) and is required to pledge
securities as collateral for such borrowings, and except
that the Fund may obtain such short-term credits as are
necessary for the clearance of transactions.

COMMON INVESTMENT TECHNIQUES AND TYPES OF SECURITIES

The following information contains more detailed information about the
types of investments in which a Fund may invest, investment strategies
that the Adviser may employ in pursuit of a Fund's investment objective
and a summary of the related risks.

COMMON STOCK. Common stock represents an equity or ownership interest
in a company. In the event a company is liquidated or declares
bankruptcy, the claims of owners of bonds and preferred stock take
precedence over the claims of those who own common stock.

PREFERRED STOCK. Preferred stock is a class of equity or ownership in a
company that pays dividends at a specified rate and that has precedence
over common stock in the payment of dividends. In the event an issuer
is liquidated or declares bankruptcy, the claims of owners of debt
securities (such as bonds, notes or debentures) take precedence over the
claims of those who own preferred and common stock.

DEBT SECURITIES. Debt securities are used by issuers to borrow money.
The issuer usually pays a fixed, variable or floating rate of interest,
and must repay the amount borrowed at the maturity of the security.
Some debt securities are sold at a discount from their face values.
Debt securities include corporate bonds, notes and debentures, debt
obligations issued by the U.S. government or its agencies or by state
and local governmental authorities, and mortgage and other asset-backed
securities issued by certain U.S. governmental agencies.

CONVERTIBLE SECURITIES. Convertible securities are bonds, debentures,
notes, preferred stocks or other securities that may be converted or
exchanged (by the holder or by the issuer) into shares of the underlying
common stock (or cash or securities of equivalent value) at a stated
exchange ratio. A convertible security may also be called for
redemption or conversion by the issuer after a particular date and under
certain circumstances (including a specified price) established upon
issue. If a convertible security held by a fund is called for
redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a
third party. Convertible securities generally have less potential for
gain or loss than common stocks. Convertible securities generally
provide yields higher than the underlying common stocks, but generally
lower than comparable non-convertible securities. Because of this
higher yield, convertible securities generally sell at prices above
their "conversion value," which is the current market value of the stock
to be received upon conversion. The difference between this conversion
value and the price of convertible securities will

vary over time depending on changes in the value of the underlying
common stocks and interest rates. When the underlying common stocks
decline in value, convertible securities will tend not to decline to the
same extent because of the interest or dividend payments and the
repayment of principal at maturity for certain types of convertible
securities. However, securities that are convertible other than at the
option of the holder generally do not limit the potential for loss to
the same extent as securities convertible at the option of the holder.
When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same
time, however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that the
value of convertible securities will generally not increase to the same
extent as the value of the underlying common stocks. Because
convertible securities may also be interest-rate sensitive, their value
may increase as interest rates fall and decrease as interest rates rise.
Convertible securities are also subject to credit risk, and are often
lower-quality securities.

INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities are
medium and high-quality debt securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated at least BBB by Moody's
Investors Service or at least Baa by Standard & Poor's, or is unrated
but considered to be of equivalent quality by the Adviser. See the
Appendix to this Statement of Additional Information for a description
of these ratings.

HIGH-RISK, HIGH-YIELD, LOWER-RATED DEBT SECURITIES ("JUNK BONDS"). All
of the Funds other than the Government Money Market Fund may from time
to time invest 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 this Statement
of Additional Information for a description of these ratings. These
securities often are considered to be speculative and to involve greater
risk of default or price changes due to changes in the issuer's credit-
worthiness. However, the Adviser does not anticipate that a material
amount of assets of any of the Funds will be invested in junk bonds
during the foreseeable future. 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 interest 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:

* High Yield Bond Market. Generally, it should be recognized
that an economic downturn is likely to have a negative
effect on the junk bond market and on the value of junk
bonds held by the Funds, as well as on the ability of the
issuers to repay principal and interest on their borrowings.

* Sensitivity to Interest Rate and Economic Changes. Although
prices of junk bonds may be less sensitive to interest rate
changes than higher-rated investments, junk bonds are
generally more sensitive to adverse economic changes or
individual corporate developments. During a strong economic
downturn or a substantial period of rising interest rates,
highly leveraged issuers may experience financial stress
that would adversely affect their ability to service their
principal and interest payment obligations, to meet
projected business goals, and to obtain additional
financing. Accordingly, there

could be a higher incidence of default. This would
adversely affect the value of junk bonds and a Fund's net
asset value. In addition, if the issuer of a security
defaulted, the Funds might incur additional expenses to seek
recovery. Periods of economic uncertainty also increase
volatility of market prices of junk bonds and a Fund's
resulting net asset value.

* Payment Expectations. Generally, when interest rates rise,
the value of bonds, including junk bonds, tends to decrease;
when interest rates fall, the value of bonds tends to
increase. If an issuer of a high-yield security containing
a redemption or call provision exercises either provision in
a declining interest rate market, the Funds would have to
replace the security, which could result in a decreased
return for holders of shares in the Funds. Conversely, if a
Fund were to experience unexpected net redemptions in a
rising interest rate market, they might be forced to sell
certain securities, regardless of investment merit. This
could result in decreasing the assets to which a Fund's
expenses could be allocated and a reduced rate of return for
the Fund.

* Liquidity and Valuation. Junk bonds are typically traded
among a smaller number of broker-dealers rather than in a
broad secondary market. Purchasers of junk bonds tend to be
institutions, rather than individual investors, a factor
that further limits the secondary market. To the extent
that no established retail secondary market exists, many
junk bonds may not be as liquid as higher-grade bonds. The
ability of a Fund to value or sell junk bonds will be
adversely affected to the extent that such securities are
thinly traded or illiquid. During such periods, there may
be less reliable objective information available and,
therefore, the responsibility of the Trust's Board of
Trustees to value junk bonds becomes more difficult, with
judgment playing a greater role.

Since the risk of default is higher for junk bonds, the Adviser's
research and credit analysis are an integral part of managing securities
of this type that are held by the 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 and regulatory systems may offer less
protection to investors than U.S. markets. Foreign issuers, brokers,
and securities markets may be subject to less government supervision.
Foreign security trading practices, including those involving the
release of assets in advance of payment, may involve increased

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

Foreign investing also involves political and economic risks. Foreign
investments may be adversely affected by actions of foreign governments,
including expropriation or nationalization of assets, confiscatory
taxation, restrictions on U.S. investment or on the ability to
repatriate assets or convert currency into 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. The Funds
may invest in American Depository Receipts and European Depository
Receipts ("ADRs" and "EDRs"), which 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 the Utility Fund, holdings in foreign securities are 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 Large-Cap Fund and the Small-Cap Fund may invest up to 25%
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.
However, the Adviser does not anticipate that a material amount of
assets of any of the Funds will be invested in foreign securities during
the foreseeable future.

SECURITIES LENDING. Each of the Funds, other than the Utility Fund and
the Government Money Market Fund, may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash
collateral and obtain additional income or receive an agreed upon amount
of interest from the borrower. Loans will generally be short-term.
Loans are subject to termination at the option of a Fund or the
borrower. The Funds may pay reasonable fees in connection with a loan
and may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or intermediary broker. 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.

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; (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; and (7) the Board of Trustees makes arrangements to
vote or consent with respect to a material event affecting the
securities on loan. 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. Difficulty in selling securities may result in a loss or
may be costly to the Fund. Under the supervision of the Board of
Trustees, the Adviser determines the liquidity of investments and,
through reports from the Adviser, the Board monitors trading activity in
illiquid investments. In determining the liquidity of investments, the
Adviser may consider various factors, including (i) the frequency of
trades and quotations, (ii) the number of dealers and prospective
purchasers in the marketplace, (iii) dealer undertakings to make a
market, (iv) the nature of the security, and (v) the nature of the
marketplace for trades (including any demand, put or tender features,
the mechanics and other requirements for transfer, any letters of credit
enhancement features, any ratings, the number of holders, the method of
soliciting offers, the time required to dispose of the security, and the
ability to assign or offset 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. 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.

RESTRICTED SECURITIES. Restricted securities are subject to legal
restrictions on their sale. Difficulty in selling securities may result
in a loss or be costly to a Fund. Restricted securities generally can be
sold in privately negotiated transactions, pursuant to an exemption from
registration under the Securities Act of 1933, or in a registered public
offering. Where registration is required, the holder of a registered
security may be obligated to pay all or part of the registration expense
and a considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop,

the holder might obtain a less favorable price than prevailed when it
decided to seek registration of the security. Restricted securities may
also be illiquid securities (see above).

SECURITIES OF OTHER INVESTMENT COMPANIES. Securities of other
investment companies, including shares of closed-end investment
companies, unit investment trusts, and open-end investment companies,
represent interests in professionally managed portfolios that may invest
in any type of instrument. Investing in other investment companies
involves substantially the same risks as investing directly in the
underlying instruments, but may involve additional expenses at the
investment company level, such as portfolio management fees and
operating expenses. Certain types of investment companies, such as
closed-end investment companies, issue a fixed number of shares that
trade on a stock exchange or over-the-counter at a premium or a discount
to their net asset value. Others are continuously offered at net asset
value, but may also be traded in the secondary market. The extent to
which a fund can invest in securities of other investment companies is
limited by federal securities laws.

WHEN-ISSUED SECURITIES. Each Fund may purchase securities on a
when-issued basis, in which case delivery and payment normally take
place within 45 days after the date of the commitment to purchase. The
payment obligation and the interest rate that will be received on the
securities are each fixed at the time the buyer enters into the
commitment. Although a Fund will only purchase securities on a
when-issued basis with the intention of actually acquiring the
securities, the Fund may sell these securities before the settlement
date if it is deemed advisable.

Securities purchased on a when-issued basis and the securities held by a
Fund are subject to changes in market value based upon the public's
perception of the credit-worthiness of the issuer and changes, real
or anticipated, in the level of interest rates (which will generally
result in similar changes in value, i.e., both experiencing
appreciation when interest rates decline and depreciation when interest
rates rise). Therefore, to the extent a Fund remains substantially
fully invested at the same time that it has purchased securities on a
when-issued basis, there will be a greater possibility that the market
value of the Fund's assets will vary more than otherwise. Purchasing a
security on a when-issued basis can involve a risk that the yields
available in the market when the delivery takes place may be higher than
those obtained on the security so purchased.

A separate account consisting of cash or liquid high-grade debt
securities equal to the amount of the when-issued commitments will be
established with the Fund's portfolio securities custodian, and marked
to market daily, with additional cash or liquid high grade debt
securities added when necessary. When the time comes to pay for
when-issued securities, the Fund will meet its obligations from then
available cash flow, sale of securities held in the separate account,
sale of other securities or, although they would not normally expect to
do so, from the sale of the when-issued securities themselves (which
may have a value greater or less than the Fund's payment obligations).
Sale of securities to meet such obligations carries with it a greater
potential for the realization of capital gain or loss.

WARRANTS. Warrants are instruments which entitle the holder to buy an
equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a warrant
may be more volatile than the price of its underlying security, and a
warrant may offer greater potential for capital appreciation as well as
capital loss. Warrants do not entitle a holder to dividends or voting
rights with respect to the underlying security and do not represent any
rights in the assets of the issuing company. A warrant ceases to have
value if it

is not exercised prior to its expiration date. These factors can make
warrants more speculative than other types of investments.

SECURITIES OF REAL ESTATE INVESTMENT TRUSTS. Each Fund other than the
Utility Fund and Government Money Market Fund may invest in equity
securities or debt obligations issued by real estate investment trusts
("REITs"). Equity REITs own real estate properties, while mortgage
REITs make construction, development, and long-term mortgage loans.
Their value may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property
taxes, interest rates, and tax and regulatory requirements, such as
those relating to the environment. Both types of REITs are dependent
upon management skill, are not diversified, and are subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the
possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the
1940 Act.

REPURCHASE AGREEMENTS. The 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 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 Asset Allocation Fund, Large-Cap Fund, Small-Cap Fund,
Utility Fund, Market Neutral Fund and Opportunities 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. A Fund may purchase put options to
protect its portfolio holdings in an underlying security against a
decline in market value. This protection is provided during the life of
the put option since the Fund, as holder of the option, obtains the
right (but not the obligation) to sell the option's underlying security
at a fixed strike price, regardless of any decline in the underlying
security's price. To obtain this right, a Fund will pay a market price
for the option, known as the option premium. A Fund that buys a put
option can expect to realize a gain if the price of the underlying
security falls substantially. However, if the underlying security's
price does not fall enough to offset the cost of purchasing the option,
the Fund can expect to suffer a loss (limited to the amount of the
premium paid, plus related transaction costs.)

A Fund may purchase call options to hedge against an increase in the
price of securities that the Fund wants ultimately to buy. This hedge
protection is provided during the life of the call option since the
Fund, as holder of the call option, obtains the right (but not the
obligation) to buy the option's underlying security at a fixed strike
price, regardless of any increase in the underlying security's price.
In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to
cover the premium and transaction costs.

Options can have various types of underlying instruments, including
specific securities, indices of securities prices, and futures
contracts; however, a Fund will only purchase exchange-traded or OTC put
options on exchange-traded securities or on recognized securities
indices (such as the S&P 500 Index) for hedging purposes. The Board of
Trustees has approved investments by certain Funds only in put or call
options on specific securities or on indices of securities prices. A
Fund may terminate its position in a put or call 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 or purchase of the
underlying instrument at the strike price, which may be higher or lower
than the current market price. The Fund also may terminate a put or
call option position by closing it out in the secondary market at its
current price, if a liquid secondary market exists.

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 expiration regardless of changes in its value. As a result, a
Fund's access to other assets held to cover its options 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 by mutual funds, and if the guidelines so
require will segregate cash and/or appropriate high-grade liquid debt
assets in the amount prescribed. Segregated securities cannot be sold
while the 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; PORTFOLIO TURNOVER

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, the portfolio turnover
rate for each Fund other than the Opportunities Fund and the Market
Neutral Fund is anticipated to be less than 75% per year. The portfolio
turnover rate for the Market Neutral Fund will be substantially higher
than this and could be as high as 1,000% per year. The portfolio
turnover rate for the Opportunities Fund is anticipated to be less than
300% but under certain market conditions, or in times when more than 50%
of its total assets are held in cash or cash equivalents, the portfolio
turnover rate could also be as high as 1,000% per year. The portfolio
turnover rates for the Large-Cap, Small-Cap, Asset Allocation,
Opportunities and Market Neutral Funds exceeded these objectives for the
year ended June 30, 2000, due to significant changes in each Fund's
portfolio that were deemed appropriate by the Adviser's new portfolio
management group. A Fund's portfolio turnover rate will be calculated by
dividing the lesser of purchases or sales of portfolio securities for
the fiscal year by the monthly average value of the portfolio securities
owned during the fiscal year. 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.

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for generally overseeing the
conduct of each Fund's business. 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<F*>, 48 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<F*>, 48 President President and Trustee of the Trust. President and
7711 Carondelet Ave. and Trustee a Director of the Adviser since 1993.
Suite 700
St. Louis, MO 63105

John R. Elder, 52 Vice Vice President-Administration of Adviser since
7711 Carondelet Ave. President, 1999.
Suite 700 Secretary and
St. Louis, MO 63105 Treasurer

Robert L. Byman, 54 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, 45 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, 47 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.

Peter S. Horos, 51 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, 57 Trustee President of Murcom Financial, Ltd., a private
141 Jackson Blvd. investment firm, for more than five years.
Chicago, IL 60604

Dennis P. Nash, 49 Trustee President, Nellis Feed Company, a feed
Nellis Feed Company ingredient broker, for more than five years.
899 Skokie Blvd.
Northbrook, IL 60062
</TABLE>

The Board of Trustees has established an Audit Committee comprised of
all Trustees who are not "interested persons" of the Trust, and Mr.
Murphy is the Chairperson of this Committee. The principal
responsibilities of the Audit Committee are to recommend to the Board
the selection, retention or termination of independent auditors, review
the compensation paid to the independent auditors and the terms of
their engagement, review the arrangements for and scope of the annual
audit of the Trust's financial statements and consider the adequacy of
the Trust's internal controls to provide reasonable assurance that its
financial statements are presented fairly and in conformity with
generally accepted accounting principles.

COMPENSATION

During the fiscal year ended June 30, 2000, 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 10,900
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. None of the officers of the Trust receive
any remuneration from the Trust.

CODE OF ETHICS

Officers, directors and employees of the Adviser are permitted to engage
in personal securities transactions (including securities that may be
purchased or held by the Funds), subject to the Code of Ethics (the
"Ethics Code") that has been approved by the Board of Trustees of the
Trust and the Board of Directors of the Adviser. The Ethics Code
restricts certain practices with regard to personal securities
transactions and personal dealings, provides a framework for the
reporting and monitoring of personal securities transactions to the
Adviser's Vice President - Administration (or his designee), and sets
forth a procedure of identifying, for disciplinary action, those
individuals who violate the Ethics Code. The Ethics Code prohibits each
of the officers, Trustees and all Investment Personnel (e.g., portfolio
managers, analysts and traders and control persons who obtain
information concerning recommendations regarding securities purchases or
sales) of the Trust from purchasing or selling any security that the
person knows or believes is being considered for purchase or sale by any
series of the Trust, or is being

purchased of sold by any series of the Trust. The Ethics Code also
prohibits Investment Personnel from (i) purchasing or selling any
security within seven calendar days of the purchase or sale of the
security by any series of the Trust, (ii) engaging in short-term trading
(a purchase and sale or vice-versa within 60 days), (iii) purchasing
securities for his own account during an initial or secondary public
offering with prior approval by a specified officer of the Adviser, (iv)
purchasing securities in a private placement by a publicly-owned company
without prior approval by a specified officer of the Adviser, or (v)
purchasing or selling any security for his own account without prior
approval of a specified officer of the Adviser. Any profit realized in
these prohibited transactions must be paid over to the Trust. Officers,
Trustees and Investment Personnel are required to direct their broker to
forward duplicate copies of all trade confirmations and periodic account
statements to the Adviser's Vice President - Administration. All
officers, Trustees and Investment Personnel are required to submit
quarterly reports to their securities transaction and also require to
disclose all securities beneficially owned by them annually. The
Trust's Adviser has adopted substantially the same code.

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 and Opportunities Fund are divided into two
Classes. Each share has one vote and shareholders will vote in the
aggregate and not by Class, except as to any matter that affects only
one Class of shares or as otherwise required by law. Only holders of
Institutional Shares will be entitled to vote on matters relating to the
Trust's Distribution Plan for that class of shares.

At September 15, 2000, no person beneficially owned, either directly or
indirectly, more than 25% of the voting securities of the Trust or any
Fund, nor had the Trust or any Fund or any other person acknowledged or
asserted the existence of control over the Trust or any Fund, nor had
there been any adjudication under the 1940 Act that control over the
Trust or any Fund exists. In addition, at September 15, 2000, no person
owned of record or was known by the Trust to own of record or
beneficially 5% or more of any series of the Trust.

At September 15, 2000, 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 Asset Allocation Fund
Investor Shares 114,286 shs. 0.61%
Institutional Shares 0 shs. 0.00%
Lindner Large-Cap Fund--
Investor Shares 156,059 shs. 0.78%
Institutional Shares 0 shs. 0.00%
Lindner Small-Cap Fund
Investor Shares 122,922 shs. 4.10%
Institutional Shares 0 shs. 0.00%

Lindner Utility Fund
Investor Shares 15,304 shs. 0.67%
Institutional Shares 0 shs. 0.00%
Lindner Market Neutral Fund
Investor Shares 10,535 shs. 0.27%
Institutional Shares 0 shs. 0.00%
Lindner Opportunities Fund
Investor Shares 20,980 shs. 12.94%
Lindner Government Money Market Fund
Investor Shares 371,960 shs. 0.97%
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

CONTROLLING PERSONS

The Funds' Adviser, Lindner Asset Management, Inc., is controlled by The
George F. Valassis Stock Trust and other trusts established for the
benefit of Mr. Valassis's family members (collectively, the "Valassis
Trusts"), which as of June 30, 2000, held 52% of the voting securities
of the Adviser. Doug T. Valassis is a co-Trustee of the Valassis Trusts
and serves as the Chairman of the Board of Directors of the Trust and
the Adviser. The other co-Trustees of the Valassis Trusts are Edward W.
Elliott, Jr., and D. Craig Valassis, the brother of Doug T. Valassis.
Mr. Doug Valassis and Mr. Elliot each also individually own 6.5% of the
common stock of the Adviser. Certain officers of the Trusts also serve
as officers of the Adviser. See "Management of the Trust".

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, 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

ASSET ALLOCATION FUND

The Advisory Contract for the Asset Allocation 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 Asset Allocation Fund not in excess of $50
million, 6/10 of 1% of the Asset Allocation Fund's average net assets in
excess of $50 million and up to $200 million and 5/10 of 1% of the Asset
Allocation Fund's average net assets in excess of $200 million. For
purposes of computing the quarterly fee, the Asset Allocation Fund's
average net assets are

calculated by dividing the sum of the Asset Allocation Fund's net assets
at the beginning and end of each month in the fiscal quarter by six.

LARGE-CAP FUND

The Advisory Contract for the Large-Cap 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 Large-Cap 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 Large-Cap Fund's
investment performance compared with the investment record of the
Russell 2000 Index. Investment performance of the Large-Cap 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 Large-Cap Fund and the
investment record of the Index, distributions of realized capital gains
by the Large-Cap Fund, dividends paid by the Large-Cap Fund out of its
investment income, and all cash distributions of the Companies whose
stocks comprise the Russell 2000 Index, are treated as reinvested.

<TABLE>
FEE SCHEDULE FOR LARGE-CAP FUND
<CAPTION>
IF THE LARGE-CAP 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 LARGE-CAP FUND'S
PERFORMANCE FALLS BELOW
THE INDEX BY:
less than 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
Large-Cap Fund of at least 6%, or (2) there may be no change in the net
asset value per share of the Large-Cap Fund, if there is an increase or
decrease in the Index of at least 6%. The Large-Cap Fund's average net
assets is the sum of the net assets exclusive of any accrued performance
bonus or penalty at the beginning and end of each month of the fiscal
year, divided by twenty-four. In partial payment of amounts so accrued,
the Adviser is entitled to receive quarterly installments of 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
Large-Cap Fund's fiscal year.

For both the Asset Allocation Fund and the Large-Cap 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.

SMALL-CAP AND UTILITY FUNDS

The Advisory Contract for the Small-Cap Fund and the Utility Fund
requires payment of a monthly fee to the Adviser equal to 1/12th of the
sum of the products obtained by multiplying (i) the average daily net
assets of each Fund not in excess of $50,000,000 by 0.7%; the average
daily net assets of the applicable Fund in excess of $50,000,00 but not
in excess of $200,000,000 by 0.6%; and the average daily net assets of
the applicable Fund in excess of $200,000,000 by 0.5%. For purposes of
these calculations, daily net assets of each Fund are averaged for each
calendar month.

MARKET NEUTRAL FUND

The Advisory Contract for the Market Neutral Fund requires payment of a
fee to the Adviser at the annual rate of 1.0% of the average daily net
assets of this Fund, calculated and paid on a monthly basis.

OPPORTUNITIES FUND

The Advisory Contract for the Opportunities Fund requires payment of a
basic fee to the Adviser of 0.9% per annum, subject to increase or
decrease (performance bonus or penalty) depending on the Opportunities
Fund's investment performance compared with the investment record of
the S&P 500 Index. Investment performance of the Fund means the sum of
the change in its net asset value during the fiscal year, expressed as a
percentage of net asset value per share at the beginning of the fiscal
year. In computing the investment performance of the Fund and the
investment record of the Index, distributions of realized capital gains
by the Fund, dividends paid by the Fund out of its investment income,
and all cash distributions of the companies whose stocks comprise the
S&P 500 Index, are treated as reinvested.

<TABLE>
FEE SCHEDULE FOR OPPORTUNITIES FUND
<CAPTION>
IF THE OPPORTUNITIES FUND'S
PERFORMANCE EXCEEDS THE BASIC FEE IS
INDEX BY: INCREASED BY
--------- ------------
<S> <C>
less than 6% 0.0%
more than 6% but less than 12% 0.1%
more than 12% 0.2%

<CAPTION>
IF THE OPPORTUNITIES FUND'S
PERFORMANCE FALLS BELOW THE BASIC FEE IS
INDEX BY: DECREASED BY
--------- ------------
<S> <C>
less than 6% 0.0%
more than 6% but less than 12% 0.1%
more than 12% 0.2%
</TABLE>

The maximum fee possible, assuming maximum performance, is 1.1% of
average net assets, while the lowest fee possible, assuming poorest
performance, is 0.7% of average net assets. The basic fee may be
increased or decreased, in accordance with the foregoing formula, during
a particular year despite the fact that (1) there may be no change in
the Index, if there is an increase or decrease in the net asset value
per share of the Opportunities Fund of more than 6%, or (2) there may be
no change in the net asset value per share of the Opportunities Fund, if
there is an increase or decrease in the Index of more than 6%. The
Fund's average net assets is the sum of the net assets exclusive of any
accrued performance bonus or penalty at the beginning and end of each
month of the fiscal year, divided by twenty-four. In partial payment of
amounts so accrued, the Adviser is entitled to receive quarterly
installments of 0.1% of average net assets toward the annual fee; the
excess, if any, of the annual fee over the quarterly installments is
payable annually, within thirty days after receipt of the Accountant's
Report for the Opportunities Fund's fiscal year.

GOVERNMENT MONEY MARKET FUND

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.

EXPENSE REIMBURSEMENT AND FEE WAIVERS

Under each Advisory Contract for the Small-Cap, Utility, Market Neutral
and Government Money Market 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. No expense
reimbursement has been required of the Adviser for these years for the
Funds shown.

The following table summarizes the advisory fees paid by the Funds
during the fiscal years ended June 30, 2000, 1999 and 1998, before
deducting any fee waivers or expense reimbursements noted in the
footnotes.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
----------------------------------------
FUND NAME 2000 1999 1998
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Asset Allocation Fund $3,286,518 $5,949,294 $9,220,306
Lindner Large-Cap Fund <F1> 2,336,767 2,270,334 4,500,581
Lindner Small-Cap Fund 209,334 284,515 315,917
Lindner Utility Fund 244,769 209,232 313,257
Lindner Market Neutral Fund 178,317 242,692 443,278
Lindner Opportunities Fund 12,250<F2> n/a n/a
Lindner Government Money Market Fund 65,825 72,541 61,946

<FN>
---------
<F1> For the fiscal years ended June 30, 2000 and 1999, the
performance index used to calculate the advisory fee payable
to the Adviser by the Large-Cap Fund was the Russell 2000
Composite Index. For the fiscal year ended June 30, 1998,
the performance index used to calculate such advisory fee
was the S&P 500 Index. Also, during fiscal years 1999 and
1998, the Adviser's fee was reduced by a performance penalty
of $1,213,486 and $2,700,692, respectively.
<F2> October 11, 1999 to June 30, 2000; before fee waiver of
$12,250.
</TABLE>

SUBADVISER (GOVERNMENT MONEY MARKET FUND)

The Adviser has entered into a Subadvisory Agreement with Firstar 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
founded in 1853 and is the largest bank and trust organization of
Firstar Corporation. Firstar Bank's experience in trust administration,
investments and estate planning makes it one of the leading trust
institutions in Ohio. Firstar Bank has managed common trust funds since
1957. As of June 30, 2000, Firstar Bank also managed 52 mutual funds
having a market value in excess of $16 billion, including 11 money
market funds with assets in excess of $9 billion. As a part of its
regular banking operations, Firstar 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 Firstar 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 Government Money Market Fund. The Subadviser's
business address is 425 Walnut Street, Cincinnati, Ohio 45202.

TRANSFER AGENT

Pursuant to the Agency Agreements, Lindner 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.
Lindner 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, Lindner 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 Lindner Management to engage the services
of sub-agents that may be required to facilitate the distribution of
shares and record keeping for shareholder accounts maintained in "street
name" with brokers, and Lindner Management has entered into a sub-
transfer agency agreement with State Street Bank and Trust Company for
such services. The fees and expenses of State Street Bank and Trust
Company are paid by the Trust. The following table summarizes the fees
paid by the Funds under the Agency Agreement during the fiscal years
ended June 30, 2000, 1999 and 1998, except as noted:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
--------------------------------------
FUND NAME 2000 1999 1998
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Asset Allocation Fund $293,895 $432,741 $534,860
Lindner Large-Cap Fund 204,626 287,094 398,720
Lindner Small-Cap Fund 18,035 24,373 19,377
Lindner Utility Fund 17,981 17,447 20,962
Lindner Market Neutral Fund 1,013 14,179 18,668
Lindner Opportunities Fund 10,263<F1> n/a n/a
Lindner Government Money Market Fund 11,112 15,575 11,899
<FN>
---------

<F1> October 11, 1999 to June 30, 2000.

</TABLE>

ADMINISTRATOR

Lindner Management is the administrator of the Opportunities Fund and
Government Money Market Fund and as such it administers those Funds'
corporate affairs. The Administrative Services Agreement for the
Government Money Market Fund provides for compensation to Lindner
Management equal to 0.20% per year of the Fund's average daily net
assets. Under the Administration Agreement relating to the
Opportunities Fund, Lindner Management provides the Fund with office
facilities and personnel, non-investment related statistical and
research data, stationery and office supplies, executive and
administrative services, internal auditing and regulatory compliance
services. Lindner Management also assists in the preparation of reports
to shareholders, prepares proxy statements, makes filings with the
Securities and Exchange Commission and state securities authorities and
performs certain budgeting and financial reporting and compliance
monitoring activities. For these administrative services, the Fund pays
Lindner Management an administration fee equal to 0.15% per year of the
Fund's average daily net assets.

The following table summarizes the administrative fees paid by the
Opportunities Fund and the Government Money Market Fund to Lindner
Management during the fiscal years ended June 30, 2000, 1999 and 1998,
before deducting any fee waivers or expense reimbursements noted in the
footnotes.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
--------------------------
FUND NAME 2000 1999 1998
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Opportunities Fund $2,042<F1> n/a n/a
Lindner Government Money Market Fund 87,766<F2> $86,008 $76,421

<FN>
-------------
<F1> October 11, 1999 to June 30, 2000; before fee waiver of $678.
<F2> Before fee waiver of $3,292.
</TABLE>

Each of the Government Money Market Fund and Opportunities Fund pays
all of its other costs and expenses including interest, taxes, fees of
Trustees who are not interested persons of the Trust, administrative
expenses related directly to the issuance and redemption of shares (such
as expenses of registering or qualifying shares for sale, charges of
custodians, transfer agents and registrars), costs of printing and
mailing reports and notices to shareholders, charges for auditing
services and legal services, and other fees and commissions of every
kind not expressly assumed by Lindner Management as the administrator.

Each of the Advisory Contracts, Agency Agreements and the Administration
Agreements may be terminated by the Funds or Lindner Management upon 60
days' notice, and that may be terminated immediately by the Trust for
cause, as defined in each Agreement. Each Agreement also provides that
after an initial two-year period, it will automatically terminate if it
(1) is not approved by a majority of the Trust's trustees and a majority
of the Trust's disinterested trustees upon the annual renewal date of
the Agreement, or (2) is assigned in whole or in part by Lindner
Management. If any Agreement is terminated for either of the foregoing
reasons, the Trust will enter into a similar arrangement with an
unrelated party upon such terms and conditions as can be obtained at
that time.

DISTRIBUTION AND SERVICE PLAN

THIS SECTION RELATES ONLY TO THE INSTITUTIONAL SHARES OF EACH FUND OTHER
THAN THE GOVERNMENT MONEY MARKET FUND AND OPPORTUNITIES FUND. With
respect to the Institutional Shares of each Fund, the Trust

<PAGE>
<PAGE>
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 Lindner 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 Lindner Management in order to
enable Lindner Management to pay to such other organizations a
maintenance, service or other fee, at such intervals as Lindner
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 July 2000. 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. The following table summarizes the fees paid by
Institutional Shares of each Fund under the Distribution Plan during the
fiscal years ended June 30, 2000, 1999 and 1998.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
--------------------------
FUND NAME 2000 1999 1998
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Asset Allocation Fund $5,835 $6,156 $6,211
Lindner Large-Cap Fund 451 646 1,741
Lindner Small-Cap Fund 4,115 1,349 469
Lindner Utility Fund 9 5 82
Lindner Market Neutral Fund 0 0 400
</TABLE>

All of the fees paid by Institutional Shares of these Funds during the
years shown were paid to compensate broker-dealers and their sales
personnel for sales of Institutional Shares.

CUSTODIAN AND INDEPENDENT AUDITORS

Firstar Bank, N.A. ("Firstar Bank"), 425 Walnut Street, Cincinnati, Ohio
45202, acts as custodian of all cash and domestic securities of the
Funds. Firstar 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
Firstar Bank. For the fiscal year ended June 30, 2000, custodial fees
for each Fund were reduced by the following amounts due to this
arrangement: Lindner Asset Allocation Fund--$28,875; Lindner Large-Cap
Fund--$18,075; Lindner Small-Cap Fund--$1,436; Lindner Utility Fund--
$1,760; Lindner Market Neutral Fund--$886; Lindner Opportunities Fund--
$69; and Lindner Government Money Market Fund--$2,097.

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 Vice Chairman and Chief Operating Officer and its trading
department. In the allocation of such orders and the resulting
commissions, the following factors are considered:

* The Adviser's past experience, in dealing with various
brokers, of attaining the Funds' objectives of good
execution at the most favorable price;
* The services furnished by the broker in providing price
quotations;
* The allocation to the Funds of desired underwritten
securities;
* The part, if any, played by the broker or dealer in bringing
the security involved to the Adviser's attention and
providing information, research and analysis with respect
thereto;
* Assistance in the sale of Fund shares, provided that
execution of orders is satisfactory and that commission
rates are competitive with those available from other
brokers; and
* Commission rates (see discussion below).

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

As permitted by section 28(e) of the Securities Exchange Act of 1934,
commissions paid to brokers for effecting securities transactions may
exceed the commission which another broker would have 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. Advice provided by brokers may be
used by the Adviser is servicing clients other than the Fund.

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

During the fiscal year ended June 30, 2000, 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 Asset Allocation Fund $1,402,225 $1,149,381,087
Lindner Large-Cap Fund 1,345,806 859,685,294
Lindner Small-Cap Fund 154,774 83,703,971
Lindner Utility Fund 63,742 46,671,857
Lindner Market Neutral Fund 456,593 501,208,645
Lindner Opportunities Fund 18,954 24,343,758
Lindner Government Money Market Fund 0 n/a
</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, 2000:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
----------------------------------------
FUND NAME 2000 1999 1998
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Asset Allocation Fund $1,458,875 $1,394,388 $3,300,117
Lindner Large-Cap Fund 1,348,116 2,494,626 3,505,598
Lindner Small-Cap Fund 154,774 204,865 93,125
Lindner Utility Fund 64,650 158,282 160,053
Lindner Market Neutral Fund 456,593 178,287 270,049
Lindner Opportunities Fund 18,454 n/a n/a
Lindner Government Money Market Fund 0 0 0
</TABLE>

Certain of the Funds have paid brokerage commissions to a Bemos
Investments Advisers, LLC ("Bemos"), a broker that is an affiliated
person of Doug T. Valassis, the Chairman of the Trust. Mr. Valassis
controls certain investment entities that own 85% of the voting
securities of Bemos. The following table sets for the amount of
brokerage commissions paid to Bemos during each of the last three fiscal
years ended June 30, 2000, the percentage of that Fund's total brokerage
commissions paid to all brokers during such fiscal years and the
percentage of that Fund's total dollar amount of securities transactions
involving the payment of commissions effected through Bemos during such
fiscal years:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
-------------------------------------
FUND NAME 2000 1999 1998
--------- ---- ---- ----
<S> <C> <C> <C>
Lindner Large-Cap Fund
Brokerage commissions paid $13,926 None None
Percentage of total commissions paid 1.04% -0- -0-
Percentage of total amount of securities
transactions 0.77% -0- -0-
Lindner Small-Cap Fund
Brokerage commissions paid $ 6,991 None None
Percentage of total commissions paid 4.54% -0- -0-
Percentage of total amount of securities
transactions 1.90% -0- -0-
Lindner Market Neutral Fund
Brokerage commissions paid $ 600 None None
Percentage of total commissions paid 0.13% -0- -0-
Percentage of total amount of securities
transactions 0.07% -0- -0-
</TABLE>

The proportionate percentage of aggregate commissions paid by the Small-
Cap Fund to Bemos during the fiscal year ended June 30, 2000, was
materially higher than the percentage of aggregate trading volume of the
Small-Cap Fund because the four trades handled by Bemos involved lower-
priced stocks and the commissions on those trades were a higher
percentage of the value of each trade.

PURCHASE, REDEMPTION AND PRICING OF SECURITIES

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

Set forth below is a specimen price make-up sheet showing, as of June
30, 2000, 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, 2000

<CAPTION>
ASSET ALLOCATION LARGE-CAP SMALL-CAP UTILITY
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C>
Securities at market $445,489,960 $367,733,548 $29,306,643 $45,092,047
Cash and other assets, including
accrued income 3,244,749 3,716,934 206,777 140,125
------------ ------------ ----------- -----------
Total assets 451,059,559 371,450,482 29,513,420 45,232,172
Liabilities, including accrued expenses 2,343,478 29,090,650 206,882 3,023,241
------------ ------------ ----------- -----------
Net assets $448,716,081 $342,359,832 $29,306,538 $42,208,931
============ ============ =========== ===========

Net asset value--
Investor shares:
Net assets $448,466,086 $342,178,515 $27,359,761 $42,178,245
Number of shares outstanding 21,213,947 20,836,728 2,970,620 2,215,748
Per share $21.14 $16.42 $9.21 $19.04
Institutional shares:
Net assets $249,995 $181,317 $1,946,777 $30,686
Number of shares outstanding 11,862 11,133 212,171 1,594
Per share $21.08 $16.29 $9.18 $19.25

<CAPTION>
GOVERNMENT
MARKET NEUTRAL OPPORTUNITIES MONEY
FUND FUND MARKET FUND
---- ---- -----------
<S> <C> <C> <C>
Securities at market $20,516,354 $2,241,643 $37,800,970
Cash and other assets, including
accrued income 16,167,824 78,968 453,067
----------- ---------- -----------
Total assets 36,684,178 2,320,611 38,254,037
Liabilities, including accrued expenses 15,011,155 2,363 131,811
----------- ---------- -----------
Net assets $21,673,023 $2,318,248 $38,122,226
=========== ========== ===========

Net asset value--
Investor shares:
Net assets $21,672,868 $2,318,248 $38,122,226
Number of shares outstanding 3,284,411 168,123 38,122,226
Per share $6.60 $13.79 $1.00
Institutional shares:
Net assets $155 n/a n/a
Number of shares outstanding 22 n/a n/a
Per share $7.03 n/a 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 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 Adviser in accordance
with procedures and policies approved by the Board of Trustees of
Lindner Investments, based upon such factors as are deemed relevant by
the Adviser 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. 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.

The Trustees have established procedures designated to stabilize, to the
extent reasonably possible, the Government Money Market 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 the Fund's net asset value calculated by using available market
quotations deviates from $1.00 per share based on amortized cost. The
extent of any deviation will be examined by the Trustees. If the
deviation exceeds 1/2 of 1%, the Trustees will promptly consider what
action, if any, will be initiated. In the event the Trustees determine
that a deviation exists which may result in material dilution or other
unfair results to investors or existing shareholders, they have agreed
to take such corrective actions as are 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.

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:
P(1+T)n = 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 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.

<TABLE>
INVESTOR SHARES
AVERAGE ANNUAL TOTAL RETURN--
FISCAL YEAR ENDED JUNE 30, 2000
-------------------------------
<CAPTION>
SINCE
FUND NAME 1 YEAR 5 YEARS 10 YEARS INCEPTION
--------- ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Lindner Asset Allocation Fund -5.48% 5.28% 9.02% n/a
Lindner Large-Cap Fund 8.61% 5.93% 7.67% n/a
Lindner Small-Cap Fund 16.26% 16.07% n/a 13.88%<F1>
Lindner Utility Fund 32.49% 20.80% n/a 16.89%<F2>
Lindner Opportunities Fund n/a n/a n/a 15.19%<F3>
Lindner Market Neutral Fund 19.26% 2.41% n/a 2.28%<F4>

<FN>
---------
<F1> For the period January 24, 1994 to June 30, 2000
<F2> For the period October 4, 1993 to June 30, 2000
<F3> For the period October 11, 1999 to June 30, 2000
<F4> For the period February 11, 1994 to June 30, 2000
</TABLE>

<TABLE>
INSTITUTIONAL SHARES
AVERAGE ANNUAL TOTAL RETURN--
FISCAL YEAR ENDED JUNE 30, 2000
-------------------------------
<CAPTION>
SINCE
FUND NAME 1 YEAR 5 YEARS 10 YEARS INCEPTION
--------- ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Lindner Asset Allocation Fund -5.93% n/a n/a 2.77%<F1>
Lindner Large-Cap Fund 8.55% n/a n/a 1.90%<F2>
Lindner Small-Cap Fund 16.12% n/a n/a 14.02%<F3>
Lindner Utility Fund 32.29% n/a n/a 18.88%<F4>
Lindner Market Neutral Fund 19.00% n/a n/a -2.21%<F5>

<FN>
---------
<F1> For the period July 9, 1996 to June 30, 2000
<F2> For the period July 12, 1996 to June 30, 2000
<F3> For the period November 1, 1996 to June 30, 2000
<F4> For the period October 31, 1996 to June 30, 2000
<F5> For the period October 11, 1999 to June 30, 2000
<F6> For the period July 9, 1996 to June 30, 2000
</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.

"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, 2000 was 6.03%, while the effective yield during the
same period was 6.21%.

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, 2000, 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. Lindner Investments will furnish copies of such
Annual Report to Shareholders, without charge, upon request made to the
Secretary of Lindner Investments, 7711 Carondelet Avenue, Suite 700, St.
Louis, Missouri 63105 (telephone: 800-995-7777).

CERTAIN OTHER MATTERS

LIABILITY OF TRUSTEES AND OTHERS

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

TAXATION OF THE TRUST

The Funds intend to qualify as regulated investment companies by
satisfying certain requirements prescribed by Subchapter M of the
Internal Revenue Code of 1986, as amended.

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 from the sale of each series of shares will be
invested in a separate portfolio of securities.

All shares have equal voting rights, except that only shares of a
particular series are entitled to vote on matters concerning only that
series. Each issued and outstanding share is entitled to one vote, to
participate equally in dividends and distributions declared by the
respective series, and, upon liquidation or dissolution, to share in the
net assets of such series remaining after satisfaction of outstanding
liabilities. In the event a series should be unable to meet its
obligations, the remaining series would assume the unsatisfied
obligations of that series. All shares issued and outstanding are fully
paid and nonassessable by the Trust. The Trust is not required to issue
share certificates.

The shares of each series have no preference, preemptive, conversion or
similar rights. In the event the Trustees create one or more additional
series, shareholders may be given the right to exchange shares of one
fund for shares of such other series.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of that Act or applicable state law, or
otherwise, to the holders of the outstanding voting securities of an
investment company shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding
shares of each class affected by the matter. Rule 18f-2 further
provides that a class shall be deemed to be affected by a matter unless
it is clear that the interests of each class in the matter are identical
or that the matter does not affect any interest of the class. Under the
Rule, the approval of an investment advisory agreement or any change in
investment policy would be effectively acted upon with respect to a
class of shares only if approved by a majority of the outstanding voting
securities of such class. However, the Rule also provides that the
ratification of independent public accountants, the approval of
principal underwriting contracts, and the election of Trustees are not
subject to the separate voting requirements and may be effectively acted
upon by shareholders of the investment company voting without regard to
class.

As permitted by Massachusetts law, the Trustees may determine not to
hold shareholders meetings for the election of Trustees, subject,
however, to the requirement that a special meeting of shareholders be
called for the purpose of electing Trustees within 60 days if at any
time less than a majority of the current Trustees have been elected by
shareholders of the Trust. Because shares do not have cumulative voting
rights, 50% of the voting shares can, if they choose, elect all Trustees
being selected while the holders of the remaining shares would be unable
to elect any Trustees. The Trustees will call a special meeting of
shareholders for the purpose of voting on the question of removal of a
Trustee or Trustees if shareholders of record of 10% or more of the
Trust's outstanding shares make a written request so to do. Any ten or
more shareholders who have been shareholders for more than six months
and who hold in the aggregate the lesser of 1% of the 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 Contracts, the
Administration Agreements, or the Agency Agreements, 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.

APPENDIX--DESCRIPTION OF BOND RATINGS

STANDARD & POOR'S RATINGS SERVICES, A DIVISION OF THE MCGRAW-HILL
COMPANIES, INC. ("S&P")
BOND RATING DEFINITIONS

AAA - Debt rated AAA has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.

AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in small degree.

A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for debt in
higher rated categories.

BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and C the
highest degree of speculation. While such debt may have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

D - Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The
D rating will also be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.

Note: The ratings from AA to CCC may be modified by the addition of a
plus or minus sign to show the relative standing within the major
categories.

MOODY'S INVESTORS SERVICE, INC.
CORPORATE BOND RATING DEFINITIONS

Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.

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

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

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

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

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

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

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

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

<PAGE>
<PAGE>
PART C
OTHER INFORMATION

ITEM 23. EXHIBITS.
(a) Declaration of Trust, dated July 19, 1993 (previously filed as
Exhibit 1 to Post-Effective Amendment No. 7 and incorporated
herein by reference)
(b) Bylaws (previously filed as Exhibit 2 to Post-Effective Amendment
No. 7 and incorporated herein by reference)
(c) Third Amended Certificate of Designation of Series and Classes of
Shares (previously filed as Exhibit (c) to Post-Effective
Amendment No. 22 and incorporated herein by reference)
(d) (1) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Lindner Asset Management, Inc. relating
to the Lindner Utility Fund and the Lindner Small-Cap Fund
(previously filed as Exhibit 5(a) to Post-Effective Amendment No.
7 and incorporated herein by reference)
(2) Advisory and Service Contract, dated as of September 23, 1993,
between the Registrant and Lindner Asset Management, Inc. relating
to the Lindner Market Neutral Fund (previously filed as Exhibit
5(b) to Post-Effective Amendment No. 7 and incorporated herein by
reference)
(3) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Lindner Asset Management, Inc. relating
to the Lindner Asset Allocation Fund (previously filed as Exhibit
5(d) to Post-Effective Amendment No. 7 and incorporated herein by
reference)
(4) Advisory and Service Contract, effective as of June 28, 1995,
between the Registrant and Lindner Asset Management, Inc. relating
to the Lindner Large-Cap Fund (previously filed as Exhibit 5(e) to
Post-Effective Amendment No. 7 and incorporated herein by
reference)
(5) Advisory Agreement, dated as of May 20, 1996, between the
Registrant and Lindner Asset Management, Inc., relating to the
Lindner Government Money Market Fund (previously filed as Exhibit
5(f) to Post-Effective Amendment No. 11 and incorporated herein by
reference)
(6) Subadvisory Agreement, dated as of May 20, 1996, between
Lindner Asset Management, Inc. and Star Bank, N.A. (now known as
"Firstar Bank, N.A."), relating to the Lindner Government Money
Market Fund (previously filed as Exhibit 5(g) to Post-Effective
Amendment No. 11 and incorporated herein by reference)
(7) Amendment No. 1, effective as of July 1, 1998, to Advisory
and Service Contract between the Registrant and Lindner Asset
Management, Inc. relating to the Lindner Large-Cap Fund [Exhibit
(d)(5)] (previously filed as Exhibit (d)(9) to Post-Effective
Amendment No. 18 and incorporated herein by reference)
(8) Advisory Agreement, dated as of July 23, 1999, between the
Registrant and Lindner Asset Management, Inc., relating to the
Lindner Opportunities Fund (previously filed as Exhibit (d)(10) to
Post-Effective Amendment No. 22 and incorporated herein by
reference)
(e) None
(f) None
(g) Custody Agreement between the Registrant and Star Bank, N.A. (now
known as "Firstar Bank, N.A."), dated December 7, 1994 (previously
filed as Exhibit 8(a) to Post-Effective Amendment No. 7 and
incorporated herein by reference)

(h) (1) Agency Agreement, dated September 23, 1993, between the
Registrant and Lindner Asset Management, Inc., as amended on
August 18, 1994 (previously filed as Exhibit 9 to Post-Effective
Amendment No. 7 and incorporated herein by reference)
(2) Second Amendment to Agency Agreement [Exhibit (h)(1)], dated
as of September 26, 1996 (previously filed as Exhibit 9(b) to
Post-Effective Amendment No. 12 and incorporated herein by
reference)
(3) Third Amendment to Agency Agreement [Exhibit (h)(1)], dated as
of December 1, 1998 (previously filed as Exhibit h(8) to Post-
Effective Amendment No. 18 and incorporated herein by reference)
(4) Transfer Agency Agreement, dated as of May 20, 1996, between
the Registrant and Lindner Asset Management, Inc., relating to the
Lindner Government Money Market Fund (previously filed as Exhibit
9(b) to Post-Effective Amendment No. 11 and incorporated herein by
reference)
(5) 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)
(6) Administrative Services Agreement, dated as of May 20, 1996,
between the Registrant and Lindner Asset Management, Inc.,
relating to the Lindner Government Money Market Fund (previously
filed as Exhibit 9(c) to Post-Effective Amendment No. 11 and
incorporated herein by reference)
(7) Transfer Agency Agreement, dated as of July 23, 1999, between
the Registrant and Lindner Asset Management, Inc., relating to the
Lindner Opportunities Fund (previously filed as Exhibit (h)(9) to
Post-Effective Amendment No. 22 and incorporated herein by
reference)
(8) Administration Agreement, dated as of July 23, 1999, between
the Registrant and Lindner Asset Management, Inc., relating to the
Lindner Opportunities Fund (previously filed as Exhibit (h)(10) to
Post-Effective Amendment No. 22 and incorporated herein by
reference)

(i) Opinion and consent of Dykema Gossett PLLC, counsel for the
Registrant (filed herewith)

(j) Independent Auditors' Consent (filed herewith)
(k) None
(l) None
(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) Lindner Investments Rule 18f-3 Dual-Class Plan (previously filed
as Exhibit 18 to Post-Effective Amendment No. 8 and incorporated
herein by reference)
(o) Reserved

(p) Code of Ethics (filed herewith)

(z) (1) Power of Attorney for Eric E. Ryback (filed herewith)
(2) Power of Attorney for Doug T. Valassis (filed herewith)
(3) Power of Attorney for John R. Elder (filed herewith)
(4) Power of Attorney for Robert L. Byman (filed herewith)
(5) Power of Attorney for Terence P. Fitzgerald (filed herewith)
(6) Power of Attorney for Marc P. Hartstein (filed herewith)
(7) Power of Attorney for Peter S. Horos (filed herewith)

C-2

(8) Power of Attorney for Donald J. Murphy (filed herewith)
(9) Power of Attorney for Dennis P. Nash (filed herewith)

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not applicable.

ITEM 25. INDEMNIFICATION.

The Declaration of Trust and Bylaws of the Registrant contain
provisions covering indemnification of the officers and trustees. The
following are summaries of the applicable provisions.

The Registrant's Declaration of Trust provides that every person
who is or has been a trustee, officer, employee or agent of the
Registrant and every person who serves at the trustees request as
director, officer, employee or agent of another enterprise will be
indemnified by the Registrant to the fullest extent permitted by law
against all liabilities and against all expenses reasonably incurred or
paid by him in connection with any debt, claim, action, demand, suit,
proceeding, judgment, decree, liability or obligation of any kind in
which he becomes involved as a party or otherwise or is threatened by
virtue of his being or having been a trustee, officer, employee or agent
of the Registrant or of another enterprise at the request of the
Registrant and against amounts paid or incurred by him in the compromise
or settlement hereof.

No indemnification will be provided to a trustee or officer: (i)
against any liability to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office ("disabling
conduct"); (ii) with respect to any matter as to which he shall, by the
court or other body by or before which the proceeding was brought or
engaged, have been finally adjudicated to be liable by reason of
disabling conduct; (iii) in the absence of a final adjudication on the
merits that such trustee or officer did not engage in disabling conduct,
unless a reasonable determination based upon a review of the facts that
the person to be indemnified is not liable by reason of such conduct, is
made by vote of a majority of a quorum of the trustees who are neither
interested persons nor parties to the proceedings, or by independent
legal counsel, in a written opinion.

The rights of indemnification may be insured against by policies
maintained by the Registrant, will be severable, will not affect any
other rights to which any trustee, officer, employee or agent may now or
hereafter be entitled, will continue as to a person who has ceased to be
such trustee, officer, employee, or agent and will inure to the benefit
of the heirs, executors and administrators of such a persons; provided,
however, that no person may satisfy any right of indemnity or
reimbursement except out of the property of the Registrant, and no other
person will be personally liable to provide indemnity or reimbursement
(except an insurer or surety or person otherwise bound by contract).

C-3

Article XIV of the Registrant's Bylaws provides that the
Registrant will indemnify each trustee and officer to the full extent
permitted by applicable federal, state and local statutes, rules and
regulations and the Declaration of Trust, as amended from time to time.
With respect to a proceeding against a trustee or officer brought by or
on behalf of the Registrant to obtain a judgment or decree in its favor,
the Registrant will provide the officer or trustee with the same
indemnification, after the same determination, as it is required to
provide with respect to a proceeding not brought by or on behalf of the
Registrant.

This indemnification will be provided with respect to an action,
suit proceeding arising from an act or omission or alleged act or
omission, whether occurring before or after the adoption of Article XIV
of the Registrant's Bylaws.

ITEM 26. BUSINESS AND OTHER CONNECTIONS WITH INVESTMENT ADVISOR.

Information concerning the business, profession, vocation, or
employment of a substantial nature during the past two fiscal years of
each officer and director of the Adviser that also serves as an officer
and/or director of the Registrant (i.e., Messrs. Eric E. Ryback, John R.
Elder 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, Lindner Asset
Management, Inc., 7711 Carondelet Avenue, P.O. Box 11208, St. Louis,
Missouri 63105.

ITEM 29. MANAGEMENT SERVICES.

There are no management-related service contracts not discussed in
Part A or Part B of this Registration Statement.

C-4

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-5

SIGNATURES

Pursuant to the requirements of the Securities Act and the
Investment Company Act, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act and has duly caused
this Post-Effective Amendment to its Registration Statement to be signed
on its behalf by the undersigned, duly authorized, in the City of
Clayton, and State of Missouri, on the 6th day of October, 2000.

LINDNER INVESTMENTS

By: /S/ JOHN R. ELDER
-------------------------------
John R. Elder, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons
in the capacities indicated on October 6, 2000.

/S/ DOUG T. VALASSIS Chairman and Trustee
-----------------------
Doug T. Valassis

<F**> President and Trustee (Principal Executive Officer)
-----------------------
Eric E. Ryback

/S/ JOHN R. ELDER Vice President, Secretary and Treasurer
----------------------- (Principal Financial and Accounting Officer)
John R. Elder

<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/ JOHN R. ELDER
---------------------------------
John R. Elder, Attorney-in-fact

C-6

EXHIBIT INDEX

Exhibit No. Description
----------- -----------
(i) Opinion and consent of Counsel to the Registrant
(j) Independent Auditors' Consent
(p) Code of Ethics

(z) (1) Power of Attorney for Eric E. Ryback
(2) Power of Attorney for Doug T. Valassis
(3) Power of Attorney for John R. Elder
(4) Power of Attorney for Robert L. Byman
(5) Power of Attorney for Terence P. Fitzgerald
(6) Power of Attorney for Marc P. Hartstein
(7) Power of Attorney for Peter S. Horos
(8) Power of Attorney for Donald J. Murphy
(9) Power of Attorney for Dennis P. Nash