SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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LINDNER INVESTMENTS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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LINDNER INVESTMENTS
520 LAKE COOK ROAD, SUITE 381
DEERFIELD, ILLINOIS 60015

INFORMATION STATEMENT
FEBRUARY 28, 2002

This information statement is being furnished to the shareholders of
Lindner Growth and Income Fund (the "Fund"), a series of Lindner Investments, a
Massachusetts business trust (the "Trust"), in lieu of a proxy statement,
pursuant to the terms of an exemptive order (the "SEC Order") issued by the
Securities and Exchange Commission ("SEC"). The SEC Order permits the Fund's
Adviser (as defined below) to hire new subadvisers and to make certain changes
to existing subadvisory contracts with the approval of the Board of Trustees,
without obtaining shareholder approval. Pursuant to the SEC Order, the Fund has
agreed to provide certain information about any new subadviser to the
shareholders of the Fund being managed by the subadviser. Shareholders are not
being asked to vote on the hiring of the new subadviser, but are encouraged to
review this information statement.

The Trust is registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), as an open-end management investment
company. Six separate investment portfolios are currently offered by the Trust,
one of which is Lindner Growth and Income Fund. The Trust's trustees are
referred to here as the "Board," "Board Members" or "Trustees." The Trust's
principal executive office is at 520 Lake Cook Road, Suite 381, Deerfield,
Illinois 60015.

This information statement relates to the approval by the Trustees,
including a majority of the Trustees who are not parties to the contract and
were not interested persons of those parties, as defined in the Investment
Company Act (the "Independent Trustees"), on August 16, 2001, of a new
subadvisory contract for the Fund dated August 16, 2001, between Lindner Asset
Management, Inc. (the "Adviser") and Argent Capital Management, LLC ("Argent")
(the "Subadvisory Contract"), a copy of which is attached hereto as Exhibit A.
The Subadvisory Contract became effective on November 30, 2001. Prior to
Argent's assumption of its subadvisory responsibilities, the Fund did not have a
subadviser.

The Fund will pay for the costs associated with preparing and
distributing this information statement to its respective shareholders. This
information statement will be mailed on or about February 28, 2002.

THIS IS NOT A PROXY STATEMENT. WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

THE INVESTMENT ADVISER

Lindner Asset Management, Inc. serves as the Fund's investment adviser
under an investment management agreement dated as of August 1, 2001. The Adviser
also performs certain administrative services for the Fund. The Adviser is
registered as an investment adviser with the SEC. As of September 30, 2001, the
Adviser managed approximately $500 million of assets, all of which were assets
of the Trust. Information concerning the Trust's current management arrangements
can be found in Exhibit B. Information concerning officers of the Trust is set
forth in Exhibit C.

MANAGER-OF-MANAGERS STYLE. The Adviser intends to act as a
"manager-of-managers." The SEC Order generally allows the Adviser to enter into
and amend agreements with unaffiliated investment subadvisers without obtaining
shareholder approval each time. This authority is subject to certain conditions,
including the requirement that the Trustees (including a majority of the
Independent Trustees) must approve any new or amended agreements with
subadvisers. Shareholders of the Fund will continue to have the right to
terminate an agreement with a subadviser at any time, without penalty, by a vote
of the majority of outstanding shares of the Fund. The Adviser, on behalf of the
Fund, will notify shareholders of any new subadviser or of any material
amendments to the agreement with a subadviser pursuant to the SEC Order. The
Adviser remains responsible for the performance of all of the six separate
investment portfolios of the Trust, oversees subadvisers to ensure compliance
with the Fund's investment objectives and policies, and monitors each
subadviser's adherence to its investment style and performance results in order
to recommend any changes in subadvisers to the Trust's Board of Trustees.

SHAREHOLDER REPORTS

The Fund's most recent annual report for the fiscal year ended June 30,
2001, has been sent to its shareholders. Copies of the Fund's most recent annual
report and semi-annual report may be obtained without charge by writing the
Fund, care of US Bancorp Fund Services, LLC, 615 East Michigan Street,
Milwaukee, Wisconsin 53202 or by calling (800) 995-7777 (toll-free).

SHAREHOLDINGS

The table below sets forth the Fund's net asset value and number of
outstanding shares as of January 31, 2002:

Net Asset Value Number of Outstanding Shares
--------------- ----------------------------

$259,237,985 13,030,979.820

The beneficial owners, directly or indirectly, of more than 5% of the
outstanding shares of the Fund as of January 31, 2002, are listed below:

No. of Shares Percent of Outstanding
Name and Address Held Beneficially Shares Held Beneficially
- ---------------- ----------------- ------------------------

Charles Schwab Co. Inc. 1,131,917.912 8.69%
FBO Schwab Customers
(Reinvestment Account)
Attn Mutual Funds Dept
101 Montgomery St
San Francisco, CA 94104

To the knowledge of the Trust, the executive officers and Board members
of the Fund, as a group, owned less than 1% of the outstanding shares of the
Fund as of January 31, 2002.

NEW SUBADVISORY CONTRACT

On August 16, 2001, the Trustees, including all of the Independent
Trustees, unanimously approved the selection by the Adviser of Argent as
subadviser to the Fund and the Subadvisory Contract.

Section 15 of the Investment Company Act requires that a majority of
the Fund's outstanding shares approve its subadvisory contract(s). However, on
November 30, 2001, the SEC issued the SEC Order granting exemptive relief from
certain requirements of Section 15, provided that the Fund complies with the
conditions of the SEC Order. According to the SEC Order, which is subject to a
number of conditions, the Adviser may enter into subadvisory contracts on behalf
of the Fund without receiving prior shareholder approval.

On July 6, 2001, shareholders of the Fund authorized the Adviser to
hire, terminate or replace investment subadvisers, and make material changes to
subadvisory contracts, without the approval of the Fund's shareholders, but
subject to the supervision and approval of the Board.

As a result of the SEC's issuance of the SEC Order, and the approval by
shareholders' of the Fund, of the manager-of-managers management style, the
Subadvisory Contract became effective on November 30, 2001, and the Board of
Trustees will, without further shareholder approval, hereafter be able to
appoint initial, additional or replacement subadvisers for the Fund.

BOARD CONSIDERATION OF SUBADVISORY CONTRACT

In considering the approval of the Subadvisory Contract, the Trustees,
including the Independent Trustees, considered whether the approval of the
Subadvisory Contract was in the best interests of the Fund. At the meeting, the
Trustees reviewed materials furnished by the Adviser and Argent and met with
representatives of Argent. The Adviser explained to the Trustees the research,
review and selection process that it employed to identify subadviser candidates
for the Fund, which included the submission

of requests for proposals from candidates and on-site visits by the Adviser to
those candidates under serious consideration. The Adviser explained the reasons
why it selected Argent and why it recommended that the Trustees approve Argent
as the Fund's new subadviser.

The Trustees considered a number of factors in approving Argent,
including Argent's history and background in managing equity and bond portfolios
for other clients, Argent's investment philosophy, long-term performance record,
and the experience and background of the Argent personnel who would be
responsible for managing the Fund's assets. The Trustees also considered
Argent's facilities and compliance procedures. The Trustees considered the
nature, quality and extent of services expected to be provided to the Fund by
Argent as well as the reputation of Argent in the asset management industry. The
Trustees also considered the size and structure of Argent, as well as the amount
of assets that Argent currently manages.

The Trustees discussed and reviewed the terms of the Subadvisory
Contract. Under the Subadvisory Contract between the Adviser and Argent, the
subadvisory fee is payable at the rate of 0.30% of the Fund's average daily net
assets up to $249,999,999, 0.35% of the Fund's average daily net assets next
$250 million, and 0.40% of the Fund's average daily net assets in excess of
$499,999,999. These fees are paid by the Adviser and therefore the Fund will not
experience an increase in its expenses as a result of the new Subadvisory
Contract.

In evaluating the terms of the Subadvisory Contract, the Trustees took
into account the fact that under the "manager-of-managers" style, the Adviser
will continue to be responsible for analyzing economic and market trends,
formulating and continuing assessment of investment policies and recommending
changes to the Board where appropriate, supervising compliance by Argent with
the Fund's investment objective, policies and restrictions, as well as with laws
and regulations applicable to the Fund, evaluating the performance of Argent as
compared to certain selected benchmarks and pre-determined peer groups,
evaluating potential additional or replacement subadvisers and recommending
changes to the Board where appropriate, and reporting to the Board and
shareholders on the foregoing.

Based upon their review, the Trustees concluded that the Subadvisory
Contract was in the best interests of the Fund and the shareholders of the Fund.
Accordingly, after consideration of the above factors, and such other factors
and information as they deemed relevant, the Trustees, including the Independent
Trustees, unanimously approved the Subadvisory Contract.

INFORMATION CONCERNING ARGENT CAPITAL MANAGEMENT

The following is a description of Argent. Argent is not affiliated with
the Adviser.

Argent's address is located at 700 Corporate Park Drive, Suite 320,
Clayton, Missouri 63105. Argent is an independent investment management company
founded in 1998 that is a registered investment adviser. The primary business of
Argent is the management of equity portfolios and investment grade bond
portfolios for institutions and individuals and at September 30, 2001, it had in
excess of $300 million of assets under management. Argent has appointed the
following portfolio managers of the Fund:

John F. Meara received a BSBA degree in finance and real estate from
the University of Missouri. Mr. Meara is the President of Argent, a
position he has held since 1998. From 1997 to 1998 he served as a
portfolio manager for Commerce Bank, St. Louis, Missouri, and from 1995
to 1997 he was an investment analyst for American Express Financial
Advisors. Mr. Meara is a Chartered Financial Analyst.

Steven L. Finerty received a BS degree from Drake University and a JD
degree from the University of Missouri. Mr. Finerty is the Chairman of
Argent and is also employed as a senior equity adviser for Moneta Group
Investment Advisors, Inc., a registered investment adviser based in St.
Louis, Missouri. Mr. Finerty has been associated with the Moneta Group
since 1986.

Gary J. Orf received a BSBA degree in finance and an MBA degree from
the University of Missouri. Mr. Orf has been employed since 1999 as
Managing Director of Investments at Argent, where he primarily serves
high net worth individuals. Prior to joining Argent, Mr. Orf was an
equity analyst and portfolio manager for Firstar Bank, N.A., in St.
Louis, Missouri. Mr. Orf is a Chartered Financial Analyst.

The day-to-day management and operating control of Argent is done by
Steven Finerty, Chairman of Argent, John F. Meara, President of Argent and John
Prosperi, a Managing Director of Argent. Argent is owned primarily by its
employees.

The table below lists the name, age and principal occupation during the
past five years for each of the executive officers and investment professionals
of Argent:

Name, Age and Address Principal Occupation (Past 5 Years)
- --------------------- -----------------------------------

Steven J. Finerty, 47 Chairman of Argent since 1998; senior equity
700 Corporate Park Dr., Ste. 320 adviser, Moneta Group Investment Advisors, Inc., a
Clayton, Missouri 63105 registered investment adviser in St. Louis, Missouri. Mr. Finerty
has been associated with the Moneta Group since 1986.

John F. Meara, 35 President of Argent since 1998; from 1997 to 1998
700 Corporate Park Dr., Ste. 320 he served as a portfolio manager for Commerce
Clayton, Missouri 63105 Bank, St. Louis, Missouri, and from 1995 to 1997 as an investment
analyst for American Express Financial Advisors.

Gary J. Orf, 37 Managing Director of Investments at Argent since
700 Corporate Park Dr., Ste. 320 1999; prior to that he was an equity analyst and
Clayton, Missouri 63015 portfolio manager for Firstar Bank, N.A., St. Louis, Missouri.

John D. Prosperi, 37 Managing Director of Business Development at
700 Corporate Park Dr., Ste. 320 Argent since 2000; prior to that he was National
Clayton, Missouri 63105 Sales Manager at Brinson Partners, St. Louis, Missouri.

K. Timothy Swanson, 34 Managing Director of Investments at Argent since
700 Corporate Park Dr., Ste. 320 2001; prior to that he was an analyst at A.G.
Clayton, Missouri 63105 Edwards, St. Louis, Missouri.

Argent does not presently serve as an investment adviser to any
investment company having a similar objective to the Fund.

TERMS OF SUBADVISORY CONTRACT

The following summary of the Subadvisory Contract is qualified in its
entirety by reference to the copy of the Subadvisory Contract attached as
Exhibit A to this information statement.

Under the Subadvisory Contract, Argent is compensated by the Adviser
(and not the Fund) at an annual rate of 0.30% of the Fund's average daily net
assets up to $249,999,999, 0.35% of the Fund's average daily net assets next
$250 million, and 0.40% of the Fund's average daily net assets in excess of
$499,999,999. The Subadvisory Contract provides that, subject to the Adviser's
and the Board of Trustees' supervision, Argent is responsible for managing the
investment operations of the Fund and for making investment decisions and
placing orders to purchase and sell securities for the Fund, all in accordance
with the investment objective and policies of the Fund as reflected in its
current prospectus and statement of additional information and as may be adopted
from time to time by the Board of Trustees. In accordance with the requirements
of the Investment Company Act, Argent also provides the Adviser with all books
and records relating to the transactions it executes and renders to the Trustees
such periodic and special reports as the Board of Trustees may reasonably
request.

The Subadvisory Contract will remain in full force and effect for a
period of two years from the date of its execution, and will continue thereafter
as long as its continuance is specifically approved at least annually by vote of
a majority of the

outstanding voting securities (as that term is defined in the Investment Company
Act) of the Fund, or by the Board of Trustees, including the approval by a
majority of the Independent Trustees, at a meeting called for the purpose of
voting on such approval; provided, however, that (1) the Subadvisory Contract
may be terminated at any time without the payment of any penalty, either by vote
of the Board of Trustees or by vote of a majority of the outstanding voting
securities of the Fund, (2) the Subadvisory Contract will terminate immediately
in the event of its assignment (within the meaning of the Investment Company
Act) or upon the termination of the Fund's investment management agreement with
the Adviser, and (3) the Subadvisory Contract may be terminated at any time by
Argent or the Adviser on not more than 60 days' nor less than 30 days' written
notice to the other party to the Subadvisory Contract.

The Subadvisory Contract provides that, in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties thereunder, Argent will not be
liable for any act or omission in connection with its activities as subadviser
to the Fund.

SHAREHOLDER PROPOSALS

As a Massachusetts business trust, the Trust is not required to hold
annual meetings of shareholders and the Trustees currently do not intend to hold
such meetings unless shareholder action is required in accordance with the
Investment Company Act or the Trust's Trust Instrument. A shareholder proposal
intended to be presented at any meeting of shareholders of the Fund must be
received by the Fund a reasonable time before the Trustees' solicitation
relating thereto is made in order to be included in the Fund's proxy statement
and form of proxy relating to that meeting and presented at the meeting. The
mere submission of a proposal by a shareholder does not guarantee that the
proposal will be included in the proxy statement because certain rules under the
federal securities laws must be complied with before inclusion of the proposal
is required.

Robert L. Miller, Secretary

Dated February 28, 2002

EXHIBIT A

SUBADVISORY CONTRACT WITH
ARGENT CAPITAL MANAGEMENT LLC
LINDNER GROWTH AND INCOME FUND

This Sub-Advisory Contract (the "Agreement") is entered into on August
16, 2001, effective as provided in Section 8, between LINDNER ASSET MANAGEMENT,
INC., a Michigan corporation ("LAMI" or the "Adviser"), and ARGENT CAPITAL
MANAGEMENT LLC, a Missouri limited liability company ("Argent" or the
"SubAdviser").

WHEREAS, the Adviser has entered into an Investment Management Agreement,
dated as of August 1, 2001 (the "Management Agreement"), with Lindner
Investments (the "Trust"), a Massachusetts business trust and a diversified,
open-end management investment company registered under the Investment Company
Act of 1940 (the "1940 Act"), pursuant to which LAMI acts as Adviser of the
Trust's separate series of shares of beneficial interest, one of which is the
Lindner Growth and Income Fund (the "Fund"); and

WHEREAS, LAMI desires to retain the Subadviser to provide investment
advisory services to the Fund and to manage the Fund as the Adviser shall from
time to time direct, commencing on the Effective Date specified in Section 8,
and the Subadviser is willing to render such investment advisory services;

NOW, THEREFORE, the Parties agree as follows:

1. Subject to the direction of the Adviser and the Board of Trustees of
the Trust, the Subadviser shall provide portfolio management services to the
Fund, including (but not limited to) the purchase, retention and disposition of
portfolio securities in accordance with the Fund's investment objectives,
policies and restrictions as stated in the Prospectus and Statement of
Additional Information (such Prospectus and Statement of Additional Information
as currently in effect and as amended or supplemented from time to time, being
herein called the Prospectus), portfolio reconciliation, cash management,
back-office services, periodic reporting to the Adviser and the Board of
Trustees of the Trust and such other services as may be reasonably requested by
the Adviser. The Subadviser's activities shall be subject to the following
understandings:

(a) The Subadviser shall determine from time to time what
investments and securities will be purchased, retained, sold or loaned by
the Fund, and what portion of the assets will be invested or held
uninvested as cash or invested in cash equivalents.

(b) In the performance of its duties and obligations under this
Agreement, the Subadviser shall act in conformity with the Declaration of
Trust, Bylaws and Prospectus of the Fund and with the instructions and
directions of the Adviser

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and of the Board of Trustees of the Trust, co-operate with the Adviser's
(or its designee's) personnel responsible for monitoring the Fund's
compliance, and will conform to and comply with the requirements of the
1940 Act, the Internal Revenue Code of 1986 and all other applicable
federal and state laws and regulations. In connection therewith, the
Subadviser shall, among other things, comply with the Adviser's Code of
Ethics, soft dollar trading policy, brokerage allocation policy, and such
other policies as the Adviser or the Trust may establish, and it shall
prepare and file such reports as are, or may in the future be, required
by the Securities and Exchange Commission.

(c) The Subadviser shall place orders with or through such
persons, brokers or dealers (but only with brokers or dealers that are
not affiliated with the Subadviser) to carry out the policy with respect
to brokerage as set forth in the Fund's Prospectus or as the Board of
Trustees or the Adviser may direct from time to time. In providing the
Fund with investment supervision, it is recognized that the Subadviser
will give primary consideration to securing the most favorable price and
efficient execution. Within the framework of this policy, the Subadviser
may consider the financial responsibility, research and investment
information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to
which the Subadviser's other clients may be a party. It is understood
that no broker or dealer affiliated with the Subadviser may be used as
principal broker for securities transactions. It is also understood that
it is desirable for the Fund that the Subadviser have access to
supplemental investment and market research and security and economic
analysis provided by brokers who may execute brokerage transactions at a
higher cost to the Fund than may result when allocating brokerage to
other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Subadviser is authorized to place
orders for the purchase and sale of securities for the Fund with such
brokers, subject to review by the Trust's Board of Trustees and the
Adviser from time to time with respect to the extent and continuation of
this practice. It is understood that the services provided by such
brokers may be useful to the Subadviser in connection with the
Subadviser's services to other clients.

On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients
of the Subadviser, the Subadviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to, aggregate
the securities to be sold or purchased in order to obtain the most
favorable price or lower brokerage commissions and efficient execution.
In such event, allocation of the securities so purchased or sold, as well
as the expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser considers to be the most
equitable and consistent with its fiduciary obligations to the Fund and
to such other clients.

(d) The Subadviser shall maintain all books and records with
respect to the Fund's portfolio transactions required by subparagraphs
(b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1
under the 1940 Act, and shall render to the

A-2

Trust's Board of Trustees and to the Adviser such periodic and special
reports as the Trustees or the Adviser may reasonably request. The
Subadviser shall make reasonably available its employees and officers for
consultation with any of the Trustees or officers or employees of the
Fund or the Adviser with respect to any matter discussed herein,
including, without limitation, the valuation of the Fund's securities.

(e) The Subadviser shall provide to the Adviser and to the Fund's
Custodian on each business day information relating to all transactions
concerning the Fund's assets that it manages, including (but not limited
to) any pricing discrepancies from daily closing prices reported by the
Fund's pricing services, and shall provide the Adviser with such other
information as the Adviser may request.

(f) The Subadviser and Adviser understand and agree that the
Adviser intends to manage the Fund in a "manager-of-managers" style, and
that the Adviser will, among other things, (i) continually evaluate the
performance of the Subadviser to the Fund through quantitative and
qualitative analysis and consultations with the Subadviser, (ii)
periodically make recommendations to the Trust's Board of Trustees as to
whether this contract with the Subadviser should be renewed, modified, or
terminated and (iii) periodically report to the Trust's Board of Trustees
regarding the results of its evaluation and monitoring functions. The
Subadviser recognizes that its services may be terminated or modified
pursuant to this process.

(g) The Subadviser will support all marketing and sales activities
with respect to the Fund, including (but not limited to) providing press
and other publicity interviews, attending conferences and seminars that
the Adviser deems to be appropriate and meeting with prospective and
existing shareholders, registered investment advisers and other financial
intermediaries. The Adviser will reimburse the Subadviser for its
out-of-pocket expenses incurred in connection with such marketing
support, provided that the expenses are approved in advance by the
Adviser.

(h) The Adviser shall have the right to approve the specific
individuals employed by the Subadviser to perform the investment
management services described above, and the Adviser shall also have the
right to direct that the Subadviser terminate the involvement of any one
or more of such individuals with respect to the Fund's investment
management activities, but any such change in personnel of the Subadviser
shall not be deemed to be a termination of this Agreement.

(i) The Subadviser will not provide portfolio management services
to any other mutual fund using the same investment process or style as
the Subadviser uses with respect to the Fund without the prior written
consent of the Adviser, nor will the Subadviser organize a mutual fund
with a substantially similar investment objective as the Fund. The
Subadviser agrees to offer to the Trust the first

A-3

opportunity to organize and register any new mutual fund that the
Subadviser develops.

2. The Subadviser may authorize and permit any of its directors, officers
and employees who may be elected as Trustees or officers of the Fund to serve in
the capacities in which they are elected. Services to be furnished by the
Subadviser under this Agreement may be furnished through the medium of any of
such directors, officers or employees.

3. The Subadviser shall keep the Fund's books and records required to be
maintained by the Subadviser pursuant to Section 1(d) hereof and shall timely
furnish to the Adviser all information relating to the Subadviser's services
hereunder needed by the Adviser to keep the other books and records of the Fund
required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all
records which it maintains for the Fund are the property of the Fund and the
Subadviser will surrender promptly to the Fund any of such records upon the
Fund's request, provided, however, that the Subadviser may retain a copy of such
records. The Subadviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be maintained
by it pursuant to Section 1(d) hereof.

4. The Subadviser agrees to maintain its registration as an investment
adviser under the Investment Advisers Act of 1940 (the "Advisers Act") and to
maintain adequate compliance procedures to ensure its compliance with the 1940
Act, the Advisers Act and any other applicable state and federal laws or
regulations.

5. The Subadviser shall furnish to the Adviser copies of all records
prepared in connection with (i) the performance of this Agreement and (ii) the
maintenance of compliance procedures pursuant to Section 1(b) hereof as the
Adviser may reasonably request.

6. For the services provided and the expenses assumed pursuant to this
Agreement, the Adviser shall pay the Subadviser as full compensation therefor, a
fee at the annual rates described below with respect to the average daily net
assets of the Fund. This fee will be computed daily, and will be paid to the
Subadviser monthly. Such fee shall be calculated by applying the annual rates
set forth below to the average daily net assets of the Fund for the calendar
year computed in the manner used for the determination of the net asset value of
shares of the Fund. The annual fee rates are as follows:

Rate Amount of Net Assets
---- --------------------

30 basis points (0.30%) Up to $250,000,000
35 basis points (0.35%) $250,000,000 up to $500,000,000
40 basis points (0.40%) $500,000,000 and more

7. The Subadviser shall not be liable for any error of judgment or for
any loss suffered by the Fund or the Adviser in connection with the matters to
which this

A-4

Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the Subadviser's part in the performance of its duties or
from its reckless disregard of its obligations and duties under this Agreement.

8. This Subadviser shall commence to provide services hereunder, and this
Agreement shall become effective, on the earlier of (a) the date on which a
majority of the outstanding voting securities of the Fund shall approve this
Agreement as required by Section 15(a) of the 1940 Act or (b) the date on which
the Securities and Exchange Commission has issued an order pursuant to Section
6(c) of the 1940 Act exempting the Fund and the Adviser from having to obtain
such shareholder approval. Such date is referred to herein as the "Effective
Date". This Agreement shall continue in effect for a period of two years from
the Effective Date, unless sooner terminated as hereinafter provided. This
Agreement shall continue in effect from year-to-year thereafter, but only so
long as such continuance is specifically approved at least annually in
conformity with the requirements of the 1940 Act; provided, however, that this
Agreement may be terminated by the Fund at any time, without the payment of any
penalty, by the Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund, or by
the Adviser or the Subadviser at any time, without the payment of any penalty,
on not more than 60 days' nor less than 30 days' written notice to the other
party. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act) or upon the termination of the
Management Agreement.

9. Nothing in this Agreement shall limit or restrict the right of any of
the Subadviser's directors, officers or employees who may also be a Trustee,
officer or employee of the Fund to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of any
business, whether of a similar or dissimilar nature, nor limit or restrict the
Subadviser's right to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association.

10. During the term of this Agreement, the Adviser agrees to furnish the
Subadviser at its principal office all prospectuses, proxy statements, reports
to shareholders, sales literature or other material prepared for distribution to
shareholders of the Fund or the public, which refer to the Subadviser in any
way, prior to use thereof and not to use material if the Subadviser reasonably
objects in writing within three (3) business days (or such other time as may be
mutually agreed) after receipt thereof. Sales literature may be furnished to the
Subadviser hereunder by first-class or overnight mail, facsimile transmission
equipment or hand delivery.

11. This Agreement may be amended by mutual consent, but the consent of
the Fund must be obtained in conformity with the requirements of the 1940 Act.

12. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act or the Advisers Act shall be resolved by reference to such term
or provision of the 1940 Act

A-5

or the Advisers Act and to interpretations thereof, if any, by the United States
Courts or in the absence of any controlling decision of any such court, by
rules, regulations or orders of the SEC issued pursuant to said Acts. In
addition, where the effect of a requirement of the 1940 Act or the Advisers Act
reflected in any provision of the Agreement is revised by rule, regulation or
order of the SEC, such provision shall be deemed to incorporate the effect of
such rule, regulation or order. Subject to the foregoing, this Agreement shall
be governed by and construed in accordance with the laws (without reference to
conflicts of law provisions) of the State of Illinois.

13. Any notices or other communications required or permitted hereunder
shall be deemed to have been given if sent by first class mail, overnight
delivery or hand delivery to the following addresses:

If to the Adviser, to:
Lindner Asset Management, Inc.
520 Lake Cook Road, Suite 380
Deerfield, IL 60015

If to the Subadviser, to:
Argent Capital Management LLC
700 Corporate Park Drive, Suite 320
Clayton, MO 63105

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to
be executed by their officers designed below as of the day and year first above
written.

LINDNER ASSET MANAGEMENT, INC.

By: /s/ Doug T. Valassis
-----------------------------------
Doug T. Valassis

ARGENT CAPITAL MANAGEMENT LLC

By: /s/ Steven L. Finerty
-----------------------------------
Steven L. Finerty

A-6

EXHIBIT B

MANAGEMENT OF THE TRUST

THE INVESTMENT ADVISER

Lindner Asset Management, Inc. serves as the Fund's investment adviser
under an investment management agreement ("Advisory Agreement") dated as of
August 1, 2001, and renewed thereafter as required by the Investment Company
Act. The Advisory Agreement was last approved by the Trustees of the Fund,
including a majority of the Independent Trustees, on March 12, 2001. The
Advisory Agreement was approved by the Fund's shareholders on July 6, 2001.

The Adviser is controlled by Valassis Irrevocable Trusts established
for the benefit of Doug T. Valassis, D. Craig Valassis and their sister, Debra
A. Lyonnais. As of April 10, 2001, these trusts together beneficially owned 65%
of the voting stock of the Adviser. Eric E. Ryback and trusts established for
his children own the remaining 35% of the common stock of the Adviser. As shown
below, Doug Valassis and Eric Ryback, who are Trustees and officers of the
Trust, are also directors and/or officers of the Adviser, and Robert Miller, who
is an officer of the Trust, is also an officer of the Adviser.

TERMS OF THE ADVISORY AGREEMENT

Under the Advisory Agreement, and the Administration Agreement, dated
as of August 1, 2001 (the "Administration Agreement"), between the Trust and the
Adviser, the Adviser provides the Fund with investment advisory services and
certain administrative services. As the Adviser, Lindner Asset Management
manages the investment operations of the Fund and the composition of the Fund's
investment portfolio, including the purchase, retention and sale of securities
in the portfolio, in accordance with the Fund's investment objectives, policies
and restrictions. The Advisory Agreement authorizes the Adviser to employ a
subadviser for the Fund, which will furnish the day-to-day portfolio management
services for the Fund. If a Subadviser is employed for the Fund, the Adviser
will continue to have responsibility for all investment advisory services
furnished pursuant to any sub-advisory contract

B-1

Adviser remains responsible for the performance of all of the six separate
investment portfolios of the Trust, oversees subadvisers to ensure compliance
with the Fund's investment objectives and policies, and monitors each
subadviser's adherence to its investment style and performance results in order
to recommend any changes in subadvisers to the Trust's Board of Trustees.

THE ADVISER'S DIRECTORS AND OFFICERS

The business and other connections of the Adviser's directors and
principal executive officers are set forth below.

NAME AND ADDRESS PRINCIPAL OCCUPATION POSITION(S) WITH THE ADVISER
- ---------------- -------------------- -----------------------------

Doug T. Valassis Chairman of the Adviser; Director and Chairman
520 Lake Cook Road Chairman of the Trust;
Suite 381 President of Franklin
Deerfield, IL 60015 Enterprises, Inc., a private
Investment firm owned by
members of Mr. Valassis'
family.

Robert L. Miller Vice President and Treasurer Director and Secretary
520 Lake Cook Road of Franklin Enterprises, Inc.;
Suite 381 Vice President, Treasurer and
Deerfield, IL 60015 Secretary of the Trust

D. Craig Valassis Private investor and part owner Director
39400 Woodward Avenue of Franklin Enterprises, Inc.
Suite 270
Bloomfield Hills, MI 48304

Eric E. Ryback Private investor Director and President
7343 Westmoreland
St. Louis, MO 63130

ADVISER COMPENSATION AND FEE WAIVERS

Under the Advisory Agreement, the Trust will pay the Adviser management fees, as
a percentage of the average net assets of the Fund, as follows (before giving
effect to any fee waivers described below):

MANAGEMENT FEES
---------------

First $500 million of assets...............................0.70%
Assets between $500 million and $1 billion.................0.65%
Assets over $1 billion.....................................0.60%

The compensation payable to all subadvisers is paid by the Adviser. The Fund is
not responsible for payment of any subadvisory fees. For the two fiscal years
ending June 30, 2003, the Adviser has agreed to waive a portion of its
investment management fees and its administration fees, or to reimburse
expenses, to the extent that the Fund's total

B-2

expense ratio exceeds 1.25%. After July 1, 2003, this fee waiver may be
discontinued by the Adviser at any time.

The Fund paid $2,086,920 for advisory fees during the fiscal year ended June 30,
2001 before deducting any fee waivers or expense reimbursements. These fees were
paid pursuant to advisory and service contracts that are no longer in effect,
and have been replaced by the Advisory Agreement described above.

TRANSFER AGENT

The Fund's transfer agent is US Bancorp Fund Services, LLC ("US Bancorp
Services"), 615 East Michigan Street, Milwaukee, Wisconsin 53202, pursuant to
which US Bancorp Services maintains shareholder records and keeps such accounts,
books, records, or other documents as the Fund is required to keep under federal
or state laws. US Bancorp Services also acts as stock registrar and dividend
disbursing agent, issues and redeems the Fund's shares, mails the Fund's
prospectus and proxy statements to the Fund's shareholders, and disburses
dividend payments. Prior to February 19, 2001, the Adviser served as transfer
agent, stock registrar and dividend disbursing agent for the Fund, and as
compensation for these services, the Adviser was paid $144,588 for its services
in connection with the Fund during the fiscal year ended June 30, 2001.

ADMINISTRATOR

The Trust bears all expenses of its operations other than those incurred by the
Adviser and the Subadvisers under their respective Advisory Agreement or
Sub-Advisory Contract, and those incurred by the Adviser under the
Administration Agreement. In particular, the Fund pays investment management
fees, administration fees, shareholder servicing fees and expenses, custodian
and accounting fees and expenses, legal and auditing fees, expenses of printing
and mailing prospectuses and shareholder reports, registration fees and
expenses, proxy and meeting expenses and Trustees' fees and expenses. The
Adviser currently performs, or supervises the performance by others of, certain
management services for the Trust. The Administration Agreement provides for
compensation to be paid to the Adviser equal to 0.10% per year of the Fund's
average daily net assets. No amounts were paid to the Adviser under the current
Administration Agreement for the fiscal year ended June 30, 2001. As of May 14,
2001, US Bancorp Services acts as the Fund's Sub-administrator.

Each of the Advisory Agreement, the Sub-Advisory Contracts, the Transfer Agent
Servicing Agreement and the Administration Agreement may be terminated by any
party thereto upon 60 days' notice, and 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 (1) if it is
not approved by a majority of the Trust's trustees and a majority of the Trust's
Independent Trustees prior to the anniversary date of the agreement, or (2) if
it is assigned in whole or in part by either party. If any Agreement is
terminated for either of the foregoing reasons, the Trust will

B-3

enter into a similar arrangement with another qualified party upon such terms
and conditions as can be obtained at that time.

DISTRIBUTOR; DISTRIBUTION PLAN

Quasar Distributors, LLC (the "Distributor") acts as the principal underwriter
and distributor of the Fund's shares and continually offers shares of the Fund
pursuant to a Distribution Agreement approved by the Trustees. The Distributor
is a Delaware limited liability company that is an indirect wholly-owned
subsidiary of U.S. Bancorp.

Pursuant to a Distribution Plan adopted in March 2001 by the Board of Trustees
and approved by the shareholders of the Fund in July 2001 under Rule 12b-1 under
the Investment Company Act, the 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 Fund. The Fund paid $618 in fees under the previous Distribution Plan during
the fiscal year ended June 30, 2001. All of the fees paid by the Fund were paid
to compensate broker-dealers and their sales personnel for sales of shares of
the Fund. No amounts were paid under the new Distribution Plan during the fiscal
year ended June 30, 2001.

BROKERAGE

During the fiscal year ended June 30, 2001, the Fund paid total brokerage
commissions of $1,143,904. During the fiscal year ended June 30, 2001, the Fund
paid brokerage commissions to Bemos Investments Advisers, LLC ("Bemos"), a
broker that was an affiliated person of Doug T. Valassis, the Chairman of the
Trust. Mr. Valassis controls certain investment entities that owned 85% of the
voting securities of Bemos. The amount of brokerage commissions paid to Bemos
during the fiscal year ended June 30, 2001 was $2,645. In September 2000, the
Adviser ceased trading through Bemos and Bemos is no longer in business.

B-4

EXHIBIT C

OFFICER INFORMATION

The Officers of the Trust are listed below, together with information
regarding their principal business occupations during at least the past five
years and their ages.

POSITION(S)
HELD WITH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------

Doug T. Valassis, 49 Chairman Chairman and Trustee of the Trust. Chairman,
520 Lake Cook Road of the a Director and Treasurer of the Adviser since
Suite 381 Board and 1993. President of Franklin Enterprises, Inc., a
Deerfield, IL 60015 Trustee private investment firm, for more than five
years.

Eric E. Ryback, 49 President President and Trustee of the Trust. President
7343 Westmoreland and Trustee and a Director of the Adviser since 1993.
St. Louis, MO 63130

Robert L. Miller, 45 Vice President Vice President and Treasurer of Franklin
520 Lake Cook Road Secretary and Enterprises for more than five years. Also
Suite 381 Treasurer serves as Vice President, Secretary and a
Deerfield, IL 60015 Director of the Adviser.

C-1