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Exhibit (p)
LINDNER INVESTMENTS
LINDNER ASSET MANAGEMENT, INC.
CODE OF ETHICS
(As amended and restated through April 6, 2000)
1. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
This Code of Ethics is based on the principles that (i) Access
Persons (who are defined to include Investment Personnel) owe a
fiduciary duty to, among others, the shareholders of the Fund to conduct
their personal transactions in Securities in a manner which neither
interferes with Fund portfolio transactions nor otherwise takes unfair
or inappropriate advantage of an Access Person's relationship to the
Fund; (ii) in complying with this fiduciary duty, Access Persons owe
shareholders the highest duty of trust and fair dealing; and (iii)
Access Persons must, in all instances, place the interests of the
shareholders of the Fund ahead of the Access Person's own personal
interests or the interests of others. For example, in order to avoid
the appearance of conflict from a personal transaction in a Security,
the failure to recommend that Security to, or the failure to purchase
that Security for, the Fund, may be considered a violation of this Code.
This Code of Ethics has been approved by the Board of Trustees of the
Fund and by the Board of Directors of the Investment Adviser.
Access Persons must adhere to these general fiduciary principles,
as well as comply with the specific provisions of this Code. Technical
compliance with the terms of this Code will not automatically insulate
an Access Person from scrutiny in instances where the personal
transactions in a Security undertaken by such Access Person show a
pattern of abuse of such Access Person's fiduciary duty to the Fund and
its shareholders or a failure to adhere to these general fiduciary
principles.
2. DEFINITIONS
(a) "Fund" means Lindner Investments, a Massachusetts business
trust which is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act").
(b) "Access Person" means (1) any Trustee or officer of the Fund
or the Fund's investment adviser, (2) any employee of the Fund or the
Fund's investment adviser who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of Securities by any Series of the Fund,
or whose functions relate to the making of any recommendations with
respect to such purchases or sales and (3) any natural person in a
control relationship to the Fund or to the Fund's investment adviser who
obtains information concerning recommendations made to the Fund with
regard to the purchase or sale of Securities by any Series of the Fund.
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(c) A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security has been made and
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
(d) "Beneficial ownership" shall be interpreted in the same
manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, except that the
determination of direct or indirect beneficial ownership shall apply to
all securities which an Access Person has or acquires. As a general
matter, "beneficial ownership" will be attributed to an Access Person in
all instances where the Access Person (i) possesses the ability to
purchase or sell the Securities (or the ability to direct the
disposition of the Securities); (ii) possesses voting power (including
the power to vote or to direct the voting) over such Securities; or
(iii) receives any benefits substantially equivalent to those of
ownership.
(e) "Compliance Officer of the Fund's Investment Adviser" means
John Elder, the Vice President - Adminstration of the Investment
Adviser, or such other individual as the Board of Dirctors of the
Invesment Adviser shall designate in writing to all Access Persons.
(f) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act.
(g) "Disinterested Trustee" means a Trustee of the Fund who is
not an "interested person" of the Fund within the meaning of Section
2(a)(19) of the 1940 Act.
(h) "Investment Adviser" means Lindner Asset Management, Inc.,
or such other firm or entity as shall be employed to act in such
capacity by the Board of Trustees of the Fund.
(i) "Investment Personnel" means (1) any employee of the Fund or
its investment adviser who, in connection with his or her regular
functions or duties, makes or participates in making recommendations
regarding the purchase or sale of securities by any Series of the Fund
and (2) any natural person who controls the Fund or the Fund's
investment adviser and who obtains information concerning
recommendations made to the Fund or its Adviser with regard to the
purchase or sale of Securities by any Series of the Fund.
(j) "Public Company" means any entity subject to the reporting
requirements of the Securities Exchange Act of 1934.
(k) "Purchase or sale of a Security" includes, the writing of an
option to purchase or sell a security.
(l) "Security" shall have the meaning set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include shares of
registered open-end investment companies, securities issued
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by the Government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term
debt instruments or repurchase agreements.
3. PROHIBITED ACTIVITIES
(a) Provisions Applicable to Investment Personnel. Investment
Personnel shall not:
(i) Acquire any Securities for his or her personal account
that are distributed in an initial public offering or a follow-on
public offering without first obtaining approval from the
Chairman, Vice Chairman or President of the Fund's investment
adviser (or a person designated by any of them to act for this
purpose), or, in the case of approval being sought by the
Chairman, Vice Chairman or President, from the Lead Independent
Trustee or the Chairman of the Audit Committee of the Fund.
Approval to invest in any such public offering shall not be
granted unless the person seeking approval demonstrates that (1)
the opportunity to participate in such public offering did not
arise as a result of the Fund's relationship with any underwriter
participating in such public offering and (2) participation in
such public offering by the requesting person will not detract in
any manner from the Fund's ability to participate in the same
offering if it desires to do so.
(ii) Acquire Securities for his or her personal account in
a private placement made by an issuer that is a Public Company,
without first obtaining approval from the Chairman, Vice Chairman
or President of the Fund's investment adviser (or a person
designated by any of them to act for this purpose), or, in the
case of approval being sought by the Chairman, Vice Chairman or
President, from the Lead Independent Trustee or the Chairman of
the Audit Committee of the Fund. Approval to invest in such a
private placement shall not be granted unless the person seeking
approval demonstrates that (1) the opportunity to invest did not
arise as a result of the Fund's relationship with any placement
agent participating in such offering and (2) participation in such
investment by the requesting person will not detract in any manner
from the Fund's ability to participate in the same private
placement if it desires to do so. In instances where Investment
Personnel, after receiving prior approval, acquire a Security in a
private placement, the Investment Personnel has the affirmative
duty to disclose this investment to the Chairman, Vice Chairman or
President of the Fund's investment adviser (or a person designated
by any of them to act for this purpose) if the Investment
Personnel participates in any subsequent consideration of any
potential investment by the Fund in Securities of the same issuer.
The decision to purchase Securities of the same issuer for any
Series of the Fund following a purchase by Investment Personnel in
an approved personal transaction will be subject to an independent
review by the Chairman, Vice Chairman or President of the Fund's
investment adviser (or a person designated by any of them to act
for this purpose), provided that the designated person conducting
such review has no personal interest in such issuer.
(iii) Purchase or sell any Securities for his or her
personal account in any single transaction or any series of
related transactions without first obtaining approval from the
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Chairman, Vice Chairman or President of the Fund's investment
adviser (or a person designated by any of them to act for this
purpose), or, in the case of approval being sought by the
Chairman, Vice Chairman or President, from the Lead Independent
Trustee or the Chairman of the Audit Committee of the Fund. Even
if such approval is granted, Investment Personnel must also comply
with paragraphs (iv) and (v) below.
(iv) Purchase or sell any Securities for his or her
personal account within seven (7) calendar days before or after
any Series of the Fund purchases or sells the same Security.
Transactions undertaken in violation of this prohibition will
either be required to be unwound or any profits realized on such
trades will be required to be disgorged.
(v) Profit in the purchase and sale, or sale and purchase,
of the same (or equivalent) Securities within 60 calendar days.
Transactions undertaken in violation of this prohibition will
either be required to be unwound or any profits realized on such
short-term trades will be required to be disgorged. For purposes
of this prohibition, each personal transaction in the Security
will begin a new 60 calendar day period. As an illustration, if
Investment Personnel purchase 1,000 shares of Omega Corporation on
June 1, 500 shares on July 1, and 250 shares of August 1, the
profiting from the sale of the 1,000 shares purchased on June 1 is
prohibited for any transaction prior to October 1 (i.e., 60
calendar days following August 1). In circumstances where a
personal transaction in Securities within the proscribed period is
involuntary (for example, due to unforeseen corporate activity,
such as a merger), Investment Personnel must notify the Chairman,
Vice Chairman or President of the Fund's investment adviser (or a
person designated by any of them to act for this purpose). In
circumstances where Investment Personnel can document personal
exigencies, the Chairman, Vice Chairman or President of the Fund's
investment adviser (or a person designated by any of them to act
for this purpose) or, in the case of the Chairman, Vice Chairman
or President, the Lead Independent Trustee or the Chairman of the
Audit Committee of the Fund, may grant an exemption from the
prohibition against profiting in the purchase and sale, or sale
and purchase, of the same (or equivalent) Securities within 60
calendar days. Such an exemption is wholly within the discretion
of the Chairman, Vice Chairman, President (or their designee),
Lead Independent Trustee or Chairman of the Audit Committee of the
Fund, as the case may be, and any request for such an exemption
will be evaluated on the basis of the particular situation.
(vi) Receive or accept any gift, favor, preferential
treatment, valuable consideration, or other thing of more than a
de minimis value in any year from any person or entity from, to or
through whom the Fund purchases or sells securities, or an Issuer
of securities. For purposes of this limitation, "de minimis
value" is equal to $100 or less.
(vii) Serve on the board of directors of any Public Company,
absent express prior authorization from the Chairman, Vice
Chairman or President of the Fund's investment adviser (or a
person designated by any of them to act for this purpose).
Authorization to serve on the board of a Public Company will be
granted in instances where the Chairman,
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Vice Chairman or President of the Fund's investment adviser (or a
person designated by any of them to act for this purpose), or in
the case of the Chairman, Vice Chairman or President, where the
Lead Independent Trustee or the Chairman of the Audit Committee of
the Fund, determines that such board service would be consistent
with the interests of the Funds and their shareholders. In the
relatively small number of instances where prior approval to serve
as a director of a Public Company is granted, Investment Personnel
have an affirmative duty to recuse himself or herself from
participating in any deliberations by the Fund regarding possible
investments in Securities issued by the Public Company on whose
board the Investment Personnel sits.
(b) Prohibitions Applicable to All Access Persons. No Access
Person, including any Investment Personnel shall:
(i) Purchase or sell, directly or indirectly, any Security
in which he or she has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership and which to his
actual knowledge at the time of such purchase or sale: (i) is
being considered for purchase or sale by the Fund; or (ii) is
being purchased or sold by the Fund. Transactions undertaken in
violation of this prohibition will either be required to be
unwound or any profits realized by an Access Person on any
personal transactions in Securities while the Fund has an open
order will be required to be disgorged to an entity designated by
the President of the Fund's investment adviser, and the Access
Person will be subject to disciplinary action, as determined by
the Fund's Board of Trustees.
(ii) Induce or cause the Fund to take action, or to fail to
take action, for the purpose of achieving a personal benefit,
rather than to benefit the Fund. Examples of this would include
causing the Fund to purchase a Security owned by the Access Person
for the purpose of supporting or driving up the price of the
Security, and causing the Fund to refrain from selling a Security
in an attempt to protect the value of the Access Person's
investment, such as an outstanding option.
(iii) Use knowledge of the Fund's portfolio transactions to
profit by the market effect of such transactions. One test which
will be applied in determining whether this prohibition has been
violated will be to review the Securities transactions of Access
Persons for patterns. However, it is important to note that a
violation could result from a single transaction if the
circumstances warranted a finding that the provisions of Section 1
of this Code have been violated.
4. EXEMPTED TRANSACTIONS
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or control.
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(b) Purchases or sales of Securities that are not eligible
for purchase or sale by any Series of the Fund.
(c) Purchases or sales which are non-volitional on the
part of either the Access Person or the Fund.
(d) Purchases which are part of an automatic dividend
reinvestment plan.
(e) Purchases effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of its Securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
(f) Purchases or sales which are only remotely potentially
harmful to the Fund because they would be very unlikely to affect
a highly institutional market, or because they clearly are not
related economically to the Securities to be purchased, sold or
held by the Fund.
5. REPORTING
(a) Initial Holdings Report. Each Access Person, no later than
ten (10) days after becoming an Access Person, shall report to the
Compliance Officer of the Fund's investment adviser (1) the title,
number of shares and principal amount of each Security beneficially
owned by the Access Person, and (2) the name of each broker, dealer or
bank with whom the Access Person maintains an account in which any
Securities are held for the direct or indirect benefit of the Access
Person.
(b) Quarterly Transactions Report. Every Access Person shall
report to the Compliance Officer of the Fund's investment adviser, on
the report form attached hereto, not later than ten (10) days after the
end of the calendar quarter in which the transactions to which the
report relates were effected, the following information:
(i) The date of each transaction, the title, the interest
rate and maturity date (if applicable) and the number of shares,
and the principal amount of each Security involved;
(ii) The nature of each transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
(iii) The price at which each transaction was effected; and
(iv) The name of the broker, dealer or bank with or through
whom each transaction was effected.
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(v) If there were no personal transactions in Securities
during the period, either a statement to that effect or the word
"None" (or some similar designation).
Each quarterly report may contain a statement that the report shall not
be construed as an admission by the person making such report that he or
she has any direct or indirect beneficial ownership in the Security to
which the report relates.
(c) Annual Holdings Report. Each Access Person shall report by
July 31 of each year to the Compliance Officer of the Fund's investment
adviser the following information, which information shall be current as
of the preceding June 30: (1) the title, number of shares and principal
amount of each Security beneficially owned by the Access Person, and (2)
the name of each broker, dealer or bank with whom the Access Person
maintains an account in which any Securities are held for the direct or
indirect benefit of the Access Person. The annual report of each Access
Person shall also certify that the Access Person has received, read, and
understands the provisions of this Code of Ethics, and shall also
include a statement that the Access Person has complied with the
requirements of this Code of Ethics and has disclosed or reported all
personal transactions in Securities that are required to be disclosed or
reported pursuant to this Code of Ethics.
(d) Duplicate Confirmations. Every Access Person shall direct
his or her broker to forward to the Compliance Officer of the Fund's
investment adviser, on a timely basis, duplicate copies of both
confirmations of all personal transactions in Securities affected for
any account in which such Access Person has any direct or indirect
beneficial ownership interest and periodic statements relating to any
such account.
(e) Annual Report by Adviser. The Compliance Officer of the
Fund's investment adviser will report in writing to the Fund's Board of
Trustees at least annually, and at the first quarterly meeting of the
Fund's Board of Trustees held after each June 30, with respect to any
issues arising under this Code of Ethics since the previous annual
report, including (but not limited to) information about any material
violations of this Code of Ethics and any sanctions imposed in response
thereto, and the Fund's investment adviser shall also certify to the
Fund's Board of Trustees that the Fund and the investment adviser have
adopted procedures reasonably necessary to prevent Access Persons from
violating this Code of Ethics.
(f) Exception from Reports. The following exceptions apply to
the reporting duties set forth in this Section 5:
(1) An Access Person is not required to report on any
Initial Holdings Report, Quarterly Transactions Report or Annual
Holdings Report with respect to any transactions effected in any
account over which the Access Person has no direct or indirect
influence or control;
(2) A disinterested Trustee of the Fund need not make an
Initial Holdings Report or an Annual Holdings Report, nor is a
disinterested Trustee of the Fund required to make a
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Quarterly Transactions Report unless the Trustee knew, or in the
ordinary course of his or her official duties as a Fund Trustee,
should have known, that during the 15-day period immediately
before or after this Trustee's transaction in a Security that any
Series of the Fund purchased or sold the same Security, or that
the Fund or its investment adviser considered purchasing or
selling such Security during such 15-day period; and
(3) An Access Person need not make a Quarterly Transactions
Report under Section 5(b) above if the report would duplicate
information contained in the broker trade confirmations or account
statements provided by the Access Person to the Fund's investment
adviser within the time period specified in Section 5(b), if all
of the information required by that paragraph is contained in such
broker trade confirmations or account statements.
6. SANCTIONS
Upon discovering a violation of this Code of Ethics, the Trustees
of the Fund may impose such sanctions as they deem appropriate,
including (but not limited to), a letter of censure, a fine, suspension
or termination of the employment of the violator and/or disgorgement of
profits received in a transaction. The filing of any false, incomplete
or untimely reports, as required by Section 5 of this Code, may
(depending on the circumstances) be considered a violation of this Code.
Approved: December 18, 1997
Amended: June 24, 1999, April 6, 2000
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LINDNER INVESTMENTS
LINDNER ASSET MANAGEMENT, INC.
Securities Transaction Report
For the Calendar Quarter Ended
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During the quarter referred to above, the following transactions
were effected in securities of which I had, or by reason of such
transactions acquired, direct or indirect beneficial ownership, and
which are required to be reported pursuant to the Trust's Code of
Ethics:
<TABLE>
<CAPTION>
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NAME OF NUMBER OF NATURE OF
SECURITY (INCLUDING SHARES OR TOTAL TRANSACTION
INTEREST RATE AND TRANSACTION PRINCIPAL DOLLAR (PURCHASE BROKER OR
MATURITY FOR DEBT) DATE AMOUNT AMOUNT OR SALE) PRICE BANK USED
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<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
This report (a) excludes transactions with respect to which I had
no direct or indirect influence or control, (b) excludes other
transactions not required to be reported, and (c) is not an admission
that I have or had any direct or indirect beneficial ownership in the
securities listed above.
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I have established and maintain a securities brokerage account or
accounts for my direct or indirect benefit in which securities were held
during the quarter identified above. Information pertaining to such
account(s) is set forth below:
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<CAPTION>
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NAME OF BROKER, DEALER OR BANK AT WHICH
ACCOUNT IS ESTABLISHED DATE ON WHICH ACCOUNT WAS ESTABLISHED
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<S> <C>
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</TABLE>
Date:
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Signature
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