SCHEDULE 14C

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

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

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

May 2002

Dear Lindner Communications Fund Shareholder:

Pursuant to the Securities and Exchange Commission's Exemptive Order issued last
November, the Board of Trustees for the Lindner Communications Fund (the "Fund")
is pleased to notify you that we have selected Gamco Investors, Inc. (known as
Gabelli Asset Management) as subadviser for our Fund. This document provides you
with the Fund's Information Statement in accordance with SEC rules and our SEC
exemptive order.

This is a very exciting time for the Lindner Family of Funds. We are contracting
with leading asset managers that have specialized expertise and proven track
records. Gabelli clearly meets these criteria. We are committed to finding,
hiring and monitoring the "best of the best" asset managers in each category in
order to meet our performance goals and better serve our shareholders.

Sincerely,

/S/ Christopher P. Schwartz /S/ Albert A. Pisterzi
Christopher P. Schwartz Albert A. Pisterzi
Chief Investment Officer Chief Operating Officer

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

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

INFORMATION STATEMENT

MAY 10, 2002

This information statement is being furnished to the shareholders of
Lindner Communications 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 Communications 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 March 6, 2002, of a new subadvisory
contract for the Fund dated March 6, 2002, between Lindner Asset Management,
Inc. (the "Adviser") and Gamco Investors, Inc. d/b/a Gabelli Asset Management
Company ("Gabelli") (the "Subadvisory Contract"), a copy of which is attached
hereto as Exhibit A. Prior to Gabelli's assumption of its subadvisory
responsibilities, the Fund was managed on a temporary basis by Argent Capital
Management, LLC ("Argent") while the Adviser identified a permanent subadviser
for the Fund.

The Fund will pay for the costs associated with preparing and
distributing this information statement to its shareholders. This information
statement will be mailed on or about May 10, 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 December 31, 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 and semi-annual report for the six month period ended December 31, 2001,
have 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 February 28, 2002:

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

$11,270,601 1,756,572.488

The beneficial owners, directly or indirectly, of more than 5% of the
outstanding shares of the Fund as of February 28, 2002, are listed below:

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

Charles Schwab Co. Inc. 129,358.410 7.4%
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 February 28, 2002.

NEW SUBADVISORY CONTRACT

On March 6, 2002, the Trustees, including all of the Independent
Trustees, unanimously approved the selection by the Adviser of Gabelli 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 contracts. 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 approval of these contracts by the
shareholders.

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. This new arrangement was
approved by the Fund's shareholders at a meeting held on July 6, 2001.

As a result of the SEC's issuance of the SEC Order, the Subadvisory
Contract became effective on March 8, 2002, 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 and its shareholders.
At the meeting, the Trustees reviewed materials furnished by the Adviser and
Gabelli and met with representatives of Gabelli. 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 Gabelli and why it recommended that the Trustees
approve Gabelli as the Fund's new subadviser.

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

The Trustees discussed and reviewed the terms of the Subadvisory
Contract. Under the Subadvisory Contract between the Adviser and Gabelli, the
subadvisory fee is payable at the rate of 0.40% of the Fund's average daily net
assets. Under the prior subadvisory agreement with Argent, the subadvisory fee
was 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,
provided, however, that until June 1, 2002, Argent agreed to waive that portion
of its fees otherwise payable which were in excess of 0.05% of the Fund's
average daily net assets. During the period from November 30, 2001 to March 8,
2002, Argent received an aggregate of $1,795, from the Adviser for services
rendered to the Fund.

The aggregate amount of investment management fees paid by the Adviser
had the Subadvisory Contract been in place during the period from November 30,
2001 to March 8, 2002 would have been $14,358. The difference between this
amount and the amount paid to Argent for the same period as a percentage of the
amount paid during the period is 700%. However, because the Adviser and not the
Fund pays Gabelli its fee, 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 Gabelli with
the Fund's investment objective, policies and restrictions, as well as with laws
and regulations applicable to the Fund, evaluating the performance of Gabelli 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 GAMCO INVESTORS, INC., d/b/a
GABELLI ASSET MANAGEMENT COMPANY

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

Gabelli's principal executive offices are located at One Corporate
Center, Rye, New York 10580 and the telephone number is (914) 921-5000. Gabelli
is a registered investment advisor and a wholly owned subsidiary of Gabelli
Asset Management, Inc. ("GAMI"), a financial services company located at One
Corporate Center, Rye, New York 10580. Since February 1999, GAMI has been a
publicly traded company on the New York Stock Exchange. Gabelli Group Capital
Partners, Inc. ("GGCP") owns all of GAMI's Class B Stock representing
approximately 98% of the combined voting power and 81% of the shares of GAMI's
outstanding stock. Mario J. Gabelli owns approximately two-thirds of the
ownership interest in GGCP. GGCP's principal executive offices are also located
at One Corporate Center, Rye, New York 10580.

Since 1977, GAMI has provided investment management services through
Gabelli to a broad spectrum of institutional and high net worth investors. The
primary business of Gabelli is the management of investment portfolios for
institutions, mutual funds and individuals, and as of December 31, 2001, Gabelli
had in excess of $11 billion of assets under management. The Fund is managed by
an investment team that includes:

- Mario J. Gabelli earned a BS in accounting from Fordham
University and a MBA in international banking and finance from
the Columbia University Graduate School of Business. Mr.
Gabelli is the Chief Executive Officer and Chief Investment
Officer of Gabelli and has served in that capacity for Gabelli
and its predecessor since its inception in 1977. Mr. Gabelli
also serves on the Board of Governors of the American Stock
Exchange and on the Boards of Trustees for two educational
institutions and a charitable foundation. Mr. Gabelli is a
Chartered Financial Analyst.

- Ivan Arteaga earned a BS Accounting degree from Boston College
and a MBA degree from Columbia University Graduate School of
Business. He joined Gabelli in 1992, and was previously
employed for more than two years by KPMG. Mr. Arteaga has
broad investment experience as an analyst and portfolio
manager and he covers a wide range of industries. Mr. Arteaga
is a Chartered Financial Analyst.

The day-to-day management and operating control of Gabelli is done by
Mario J. Gabelli, Chairman and Chief Executive Officer of Gabelli.

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 Gabelli:

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

Mario J. Gabelli, 59 Chairman, Chief Executive Officer, Chief
One Corporate Center Investment Officer and a director of
Rye, New York 10580 Gabelli and GAMI since 1977. In
connection with those responsibilities,
he serves as director or trustee and/or
an officer of registered investment
companies managed by GAMI and its
affiliates ("Gabelli Funds"). Mr. Gabelli
serves as Chairman of Lynch Corporation,
a public company engaged in
manufacturing; Chairman and Chief
Executive Officer of Lynch Interactive
Corporation, a public company engaged in
multimedia and other services; and a
director of Spinnaker Industries, Inc., a
public company engaged in manufacturing.
In addition, Mr. Gabelli is the Chairman
and Chief Executive Officer of Gabelli
Group Capital Partners, Inc., a private
company which owns all of the Class B
Stock of GAMI and makes investments for
its own account; and the Chairman of MJG
Associates, Inc., which acts as a general
partner or investment manager of various
investment funds and other accounts. Mr.
Gabelli also serves as a Governor of the
American Stock Exchange.

James E. McKee, 38 Vice President, General Counsel and
One Corporate Center Secretary of Gabelli since December 1993
and as Vice President, General Counsel
Rye, New York 10580 and Secretary of GAMI or its predecessor
since August 1995.

Ivan Arteaga, 33 Analyst and Portfolio Manager with
One Corporate Center Gabelli and GAMI since 1992. Prior to
Rye, New York 10580 joining Gabelli and GAMI, he was
previously employed by KPMG. Mr. Arteaga
earned a BS Accounting Degree from Boston
College and a MBA degree from Columbia
University Graduate School of Business.
Mr. Arteaga is a Chartered Financial
Analyst.

Gabelli presently serves as an investment adviser to the following
investment companies having a similar objective to the Fund:

Name of Fund Net Assets as of December 31, 2001 Fee Paid
- ------------ ---------------------------------- --------

The Gabelli Global $234,476,246 1%
Telecommunications Fund

The Gabelli Global $181,571,399 1%
Multimedia Trust Inc.

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, Gabelli is compensated by the Adviser
(and not the Fund) at an annual rate of 0.40% of the Fund's average daily net
assets. The Subadvisory Contract provides that, subject to the Adviser's and the
Board of Trustees' supervision, Gabelli 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, Gabelli 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 Gabelli 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, Gabelli will not be
liable for any act or omission in connection with its activities as subadviser
to the Fund.

TEMPORARY SUBADVISER

Prior to Gabelli's assumption of its subadvisory responsibilities, the
Fund was managed on a temporary basis by Argent Capital Management, LLC
("Argent") while the Adviser identified a permanent subadviser for the Fund.
Argent served as the temporary subadviser as a result of the approval by the
Trustees, including a majority of the Independent Trustees, on November 20,
2001, of a new subadvisory contract for the Fund dated November 21, 2001,
between the Adviser and Argent (the "Argent Subadvisory Contract"). Argent
served as the temporary subadviser from November 30, 2001 until March 8, 2002.

Pursuant to the SEC Order, the Fund was required to provide
shareholders with an information statement concerning Argent's appointment as a
temporary subadviser within

90 days of its appointment. The Fund prepared and filed with the SEC in February
2002 a preliminary information statement regarding Argent's temporary
appointment as subadviser. However, after the preliminary information statement
was filed and just before the 90 days were to expire, the Fund identified
Gabelli as the likely permanent subadviser to the Fund. After consultation with
the Board, the Fund's legal counsel and counsel to the Independent Trustees, the
Fund elected not to mail a definitive information statement to shareholders
because of the expected approval of Gabelli and to avoid the costs of mailing
two information statements.

Under the Argent Subadvisory Contract, as noted above, Argent agreed to
waive that portion of its subadvisory fees otherwise payable which were in
excess of 0.05% of the Fund's average daily net assets. The subadvisory fees
were paid by the Adviser and compensated Argent only for costs incurred in
performing the interim subadvisory contract.

As a result of the Fund's decision not to mail an information statement
to the Fund's shareholders, a violation of Section 15 of the Investment Company
Act may have occurred. The Fund believes, however, that it was entitled to a
temporary exemption from Section 15 pursuant to Rule 15a-4 of the Rules and
Regulations under the Investment Company Act because the duration of Argent's
services under the interim subadvisory contract was less than 150 days and the
subadvisory fees paid to Argent only covered the costs incurred in performing
the interim subadvisory contract.

Information concerning Argent and the portfolio manager of the Fund
appointed by Argent to perform the portfolio management services from November
30, 2001 until March 8, 2002 is set forth in Exhibit D.

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 May 10, 2002

EXHIBIT A

SUBADVISORY CONTRACT WITH
GAMCO INVESTORS, INC., d/b/a
GABELLI ASSET MANAGEMENT COMPANY
LINDNER COMMUNICATIONS FUND

This Sub-Advisory Contract (the "Agreement") is entered into on March
6, 2002, between LINDNER ASSET MANAGEMENT, INC., a Michigan corporation (the
"Adviser"), and GAMCO INVESTORS, INC., d/b/a/ GABELLI ASSET MANAGEMENT COMPANY,
a New York corporation (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 that is registered as
a diversified, open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"), pursuant to which the Adviser
acts as adviser of the Trust's separate series of shares of beneficial interest,
one of which is the Lindner Communications Fund (the "Fund"); and

WHEREAS, the Trust has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (the "Registration
Statement") for the purpose of registering its shares for public offering under
the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Adviser 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 7, and the Subadviser is willing to render such investment advisory
services;

NOW, THEREFORE, the parties agree as follows:

1. Portfolio Management Services; Allocation of Brokerage.
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 shall not effect any transactions that would cause
the Funds to be out of compliance with any of such investment objectives,
policies or restrictions. The Subadviser's activities shall be subject to the
following understandings:

A-1

(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 and of the Board of Trustees
of the Trust, co-operate with the Adviser'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 federal and state laws and regulations to the extent
applicable to the Subadviser's services. In connection therewith, the
Subadviser shall, among other things, comply with the Subadviser's code
of ethics and the Trust's soft dollar trading and brokerage allocation
policies (as described in the Trust's Statement of Additional
Information or as otherwise adopted from time to time by the Trust) ,
and such other policies as the Adviser or the Trust may establish, and
it shall prepare and provide to the Adviser such reports as are, or may
in the future be, reasonably required to permit the Adviser or the
Trust to make such filings as are required by the Commission. The
Adviser agrees to provide copies of such policies to the Subadviser
prior to their adoption by the Adviser or the Trust, and to allow the
Subadviser an opportunity to comment thereon.

(c) The Subadviser shall have authority and discretion to
select brokers and dealers (but only brokers or dealers not directly or
indirectly affiliated with the Subadviser or the Adviser) to execute
portfolio transactions for the Fund, and to select markets on or in
which these transactions will be executed.

(i) In exercising such authority and discretion,
the Subadviser's primary responsibility shall be to seek to
obtain best net price and execution for the Fund. However,
this responsibility shall not require the Subadviser to
solicit competitive bids for each transaction or to seek the
lower available commission cost, so long as the Subadviser
reasonably believes that the broker or dealer selected by it
can be expected to obtain a "best execution" market price on
the particular transaction and determines in good faith that
the commission cost is reasonable in relation to the value of
any brokerage and research services (as defined in Section
28(e) of the Securities Exchange Act of 1934) provided by such
broker or dealer to the Subadviser, viewed in terms of either
the particular transaction or the Subadvisers overall
responsibility with respect to its clients, indicating the
Fund, as to which the Subadviser exercises investment
discretion, notwithstanding that the Fund may not be the
direct or exclusive beneficiary of any such services or that
another broker may be willing to charge the Fund a lower
commission on a particular transaction. The Subadviser shall,
at its expense, prepare and submit to the Adviser once each
year at a time designated by the Adviser, a report

A-2

which evaluates the Subadviser's performance in fulfilling its
responsibilities under this clause (i).

(ii) Subject to the requirements of clause (i)
alone, the Adviser shall have the right to request that
transactions giving rise to brokerage commissions, in an
amount to be agreed upon by the Adviser and the Subadviser,
shall be executed by brokers and dealers that provide
brokerage or research services directly to the Adviser
(including research services that are designed to assist the
Adviser in evaluating the performance of the Subadviser), or
as to which an ongoing relationship will be of value to the
Fund and its shareholders in the management of the Fund's
assets.

(iii) On occasions when the Subadviser deems the
purchase or sale of a security to be in the best interests 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 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

A-3

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 provide to the Adviser reasonable
support for marketing and sales activities with respect to the Fund.
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. The
Subadviser shall submit all marketing materials, press releases and
other public announcements to the Adviser for its prior approval before
using or releasing any of the same.

(h) The Subadviser shall promptly notify the Adviser of
any change in the employment status of the specific individuals
employed by the Subadviser to perform the investment management
services described above, of any change in the investments process by
which the Fund is managed, and of any material changes in the senior
management, trading policies, operations or ownership of the
Subadviser. In addition, the Subadviser shall promptly notify the
Adviser of (a) any portfolio securities that become in default, have
been downgraded by a naturally-recognized rating agency or become
illiquid, (b) any pending litigation or investigation involving the
Subadviser or (c) any scheduled examination of its operations by the
Commission.

2. Books and Records. 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.

3. Voting of Proxies. Subject to such oversight as the Board of
Trustees of the Trust deems appropriate, the Subadviser shall have the authority
to vote and direct the voting of all proxies solicited by or with respect to the
issuers of securities in which assets of the Fund shall be invested from time to
time in accordance with such policies as may be determined from time to time by
the Subadviser. The Subadviser shall provide a copy of its proxy voting policies
to the Adviser, shall promptly notify the Adviser of any change in such policies
and shall provide a report to the Adviser by the 20th of the month following the
end of each calendar quarter which shows the votes which have been cast by the
Subadviser with respect to portfolio securities of the Fund during such quarter.

A-4

4. Compliance With Laws. 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. The Subadviser shall furnish to the
Adviser a copy of the Subadviser's Form ADV registration under the Advisers Act
and shall provide a copy of each amendment thereto promptly after making any
amendment. The Subadviser has adopted and agrees to implement a code of ethics
containing provisions reasonably necessary to prevent its Access Persons (as
such term is defined in Rule 17j-1 under the 1940 Act) from engaging in any
conduct prohibited by Rule 17j-1. The Subadviser will provide to the Adviser
each quarter a certification evidencing compliance by the Subadviser's Access
Persons with such code of ethics.

5. Furnishing Records. 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. Compensation. 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 rate of 40 basis points (0.40%) of
the average daily net assets of the Fund, which fee will be computed daily, and
paid 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.

7. Limitation on Liability of Subadviser. 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 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. Commencement Date; Term; Termination. The Subadviser shall
commence to provide services hereunder, and this Agreement shall become
effective, on the date first stated above (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 less than 30 or more than 60
days' prior written notice to the other party. This Agreement shall terminate
automatically in the

A-5

event of its assignment (as defined in the 1940 Act) or upon the termination of
the Management Agreement.

9. No Exclusivity. 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. Materials to be Provided by Adviser. 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. Amendments. This Agreement may be amended by mutual written
consent, but the consent of the Board of Trustees of the Trust must be obtained
in conformity with the requirements of the 1940 Act and any exemptive order
issued by the Securities and Exchange Commission permitting the Adviser to
operate in a "manager-of-managers" style.

12. Governing Law. 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 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. Notices. 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:

A-6

If to the Adviser, to:
Lindner Asset Management, Inc.
520 Lake Cook Road, Suite 381
Deerfield, IL 60015
Attention: Vice President and Chief Investment Officer

If to the Subadviser, to:
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580-1435
Attention: Regina M. Pitaro, Managing Director

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
-----------------------------------------
Title: Chairman and Chief Executive Officer

GAMCO INVESTORS, INC.

By: : /s/ Douglas R. Jamieson
----------------------------------------
Title: Executive Vice President

A-7

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

THE ADVISER'S DIRECTORS AND OFFICERS

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

NAME, AGE AND ADDRESS PRINCIPAL OCCUPATION POSITION(s) WITH THE ADVISER
- --------------------- -------------------- ----------------------------

Doug T. Valassis, 49 Chairman of the Adviser; Director, Chairman and
520 Lake Cook Road Chairman of the Trust; President Chief Executive Officer
Suite 381 of Franklin Enterprises, Inc., a
Deerfield, IL 60015 private investment firm owned by
members of Mr. Valassis' family.

B-1

Albert A. Pisterzi, 61 Vice Chairman, Chief Operating Vice Chairman and Chief
520 Lake Cook Road Officer of the Adviser since Operating Officer
Suite 381 October 2001; prior to that he was
Deerfield, IL 60015 Director of Marketing for
Gofen & Glossberg

Robert L. Miller, 45 Vice President, Chief Administrative Vice President, Treasurer,
520 Lake Cook Road Officer and Secretary of the Adviser; Chief Administrative Officer
Suite 381 Vice President and Treasurer of and Secretary
Deerfield, IL 60015 Franklin Enterprises, Inc., Vice
President, Treasurer and
Secretary of the Trust

Christopher P. Schwartz, 41 Vice President, Chief Investment Vice President and Chief
520 Lake Cook Road Officer of the Adviser since Investment Officer
Suite 381 November 2002; prior to that he was
Deerfield, IL 60015 from 1998 a Principal, Director --
Global Investment Forum and
Chairperson of the Global Research
Committee for William M. Mercer, Inc.

D. Craig Valassis, 45 Private investor and part owner Director
39400 Woodward Avenue of Franklin Enterprises, Inc.
Suite 270
Bloomfield Hills, MI 48304

Eric E. Ryback, 50 Private investor Director and President
7343 Westmoreland
St. Louis, MO 63130

Perry E. Hall II, 64 Private investor Director
685 Old Dutch Road
Far Hill, NJ

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............................. 1.00%
Assets between $500 million and $1 billion............... 0.90%
Assets over $1 billion................................... 0.85%

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 1.55%. After July 1, 2003, this fee waiver may be
discontinued by the Adviser at any time.

The Fund paid $237,340 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 $15,645 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 $425 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 $180,618. During the fiscal year ended June 30, 2001, the Fund
did not pay any 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. 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 PRINCIPAL OCCUPATION(s)
NAME, AGE AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- --------------------- -------------- ----------------------

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

Eric E. Ryback, 50 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 Treasurer
Deerfield, IL 60015 of the Adviser.

C-1

EXHIBIT D

INFORMATION CONCERNING ARGENT CAPITAL MANAGEMENT

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

Argent 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 appointed the following portfolio
manager of the Fund for the period from November 30, 2001 until March 8, 2002:

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.

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;
700 Corporate Park Dr., Ste. 320 senior equity adviser, Moneta Group
Clayton, Missouri 63105 Investment Advisors, Inc., a
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
700 Corporate Park Dr., Ste. 320 1997 to 1998 he served as a portfolio
Clayton, Missouri 63105 manager for Commerce 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
700 Corporate Park Dr., Ste. 320 Argent since 1999; prior to that he
was an equity analyst and

D-1

Clayton, Missouri 63015 portfolio manager for Firstar Bank,
John D. Prosperi, 37 N.A., St. Louis, Missouri. Managing
700 Corporate Park Dr., Ste. 320 Director of Business Development at
Clayton, Missouri 63105 Argent since 2000; prior to that he
was National Sales Manager at Brinson
Partners, St. Louis, Missouri.

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

D-2