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EXHIBIT (p)(2)
EMPLOYEE TRADING PROCEDURES (CODE OF ETHICS)
LEE MUNDER INVESTMENTS, LTD
EMPLOYEE PERSONAL TRADING PROCEDURES
PURPOSE The purpose of these employee personal trading procedures
("Procedures") is to govern the personal securities trades of
"Access Persons" (as defined below) of Lee Munder Investments,
Ltd. ("Investment Adviser") whose personal interests, in certain
circumstances, may conflict with those of the Investment Adviser.
While the Investment Adviser has full confidence in the integrity
of all of its employees, officers and directors, it recognizes
that Access Persons have or may have knowledge of present or
future client transactions and, in certain circumstances, the
power to influence transactions made by or for clients. If Access
Persons engage in personal transactions in securities that are
eligible for investment by clients, or if they cause relatives or
other third parties to do so, these Access Persons could be in a
position where their personal interests may conflict with the
interests of clients.
1. GENERAL PRINCIPLES These Procedures are based on the principle that
Access Persons of the Investment Adviser owe a fiduciary duty to its
clients. This duty includes the obligation to conduct their personal
securities transactions in a manner that does not interfere with the
transactions of any client or otherwise to take unfair advantage of
their relationship with clients. In recognition of this duty, the
Investment Adviser hereby adopts the following general principles to
guide the actions of Access Persons:
A. Access Persons have a duty at all times to place the interests
of clients first.
B. Access Persons have the duty to conduct all personal
securities transactions in a manner consistent with these
Procedures and that will avoid any actual or potential
conflict or abuse of a position of trust and responsibility.
C. Access Persons must refrain from actions or activities that
allow a person to profit or benefit from his or her position
with respect to a client, or that otherwise bring into
question the Access Person's independence or judgment.
D. All personal securities transactions by Access Persons must be
accomplished so as to avoid even the appearance of a conflict
of interest between such Access Persons and a client.
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E. In addition to adhering to these Procedures with respect to
their personal securities transactions, Access Persons must
avoid any action that would cause a relative or other third
party to engage in a securities transaction that the Access
Person could not engage in.
2. DEFINITIONS
A. Access Person means:
i. any director or officer of the Investment Adviser;
ii. each employee of the 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 a
Security by a Client, or whose functions relate to
the making of any recommendations with respect to
such purchases or sales;
iii. any natural person in a control relationship to the
Investment Adviser who obtains information concerning
recommendations made by the Investment Adviser with
respect to the purchase or sale of a Security by a
Client; and
iv. Any other person deemed to be an Access Person by the
Compliance Officer.
B. Beneficial Ownership of a Security means having or sharing the
power to dispose of or to vote the Security. For purposes of
this Code, a person is deemed to beneficially own the
following Securities, among others:
i. Securities held in a person's own name, or that are
held for the person's benefit in a nominee, custodial
or street name account
ii. Securities owned by or for a partnership in which the
person is a general partner
iii. Securities that are being managed for a person's
benefit on a discretionary basis by an investment
adviser, broker, bank, trust company or other
manager, unless the securities are held in a blind
trust or similar arrangement
iv. Securities in a person's individual retirement
account
v. Securities in a person's 401(k) or similar retirement
plan
vi. Securities owned by a trust of which the person is
either a trustee or a beneficiary
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vii. Securities owned by a corporation, partnership or
other entity which the person controls.
This is not a complete list of the forms of ownership that
could constitute "Beneficial Ownership" for purposes of this
Code. If you have specific questions, you should ask the
Compliance Officer.
C. Client means any person that has entered into an investment
management agreement with the Investment Adviser.
D. Compliance Officer means the person so designated by the
Company or management.
E. Control means having the power to exercise a controlling
influence over the management or policies of a company, having
a 25% or more ownership position of a company's equity
securities, or otherwise controlling a company, as defined in
Section 2(a)(9) of the Investment Company Act of 1940, as
amended.
F. Related Security means any security convertible within sixty
(60) days into a Security, and any future or option on the
Security.
G. Security means a security as defined in Section 2(c)(36) of
the 1940 Act (including a Related Security), except that it
does not include:
i. any security issued or guaranteed as to principal or
interest by the U.S. Government;
ii. any security issued by an open end investment company
iii. any money market instrument, including bankers'
acceptances, certificates of deposit, and commercial
paper.
3. PROHIBITIONS
A. In connection with the purchase or sale by an Access Person,
or by a relative or other third party acting upon the advice
or instruction of such Access Person, of a Security held or to
be acquired by any Client, no Access Person shall:
i. employ any device, scheme or artifice to defraud such
Client;
ii. make to such Client any untrue statement of a
material fact or omit to state to such Client a
material fact necessary in order to make the
statements made not misleading;
iii. engage in any act, practice, or course of business
that would operate as a fraud or deceit upon such
Client; or
iv. engage in any manipulative practice with respect to
such Client.
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B. No Access Person may:
i. purchase or sell, directly or indirectly, a Security
or Related Security for his or her own account, or
for the account of any relative or other third party
acting upon the advice or instruction of such Access
Person, within seven (7) days before or after the
time that the same Security or Related Security has
been or is to be purchased or sold by any Client for
whom the Access Person manages an investment account
(note that the overall applicable time period is 15
days: the day of trade, 7 days before, and 7 days
after); or
ii. purchase or sell, directly or indirectly, a Security
or Related Security for his or her own account, or
for the account of any relative or other third party
acting upon the advice or instruction of such Access
Person, that is the same Security or Related Security
that is the subject of an open buy or sell order of
any Client,
C. No Access Person may acquire a Security in an initial public
offering or private placement without the written consent of
the Compliance Officer.
D. No Access Person may profit from the:
i. Purchase of a Security or Related Security followed
by the sale of the same Security or a Related
Security within sixty (60) days after the purchase;
or
ii. Sale of a Security or a Related Security followed by
the purchase of the same Security or a Related
Security within sixty (60) days after the sale.
4. PRE-CLEARANCE OF SECURITIES TRANSACTIONS
A. An Access Person may not purchase or sell any Security without
first obtaining preclearance from the Compliance Officer.
B. The preclearance requirements of Section 4.A shall not apply
to the following transactions:
i. Purchases or sales over which the Access Person has
no direct or indirect influence or control;
ii. Purchases or sales that are non-volitional on the
part of the Access Person (e.g., purchases made
pursuant to an automatic dividend reinvestment plan);
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iii. Purchases effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of
its Securities.
C. The Compliance Officer may preclear transactions that appear,
upon reasonable inquiry, to present no reasonable likelihood
of harm to any Client.
D. The Compliance Officer shall prepare and maintain appropriate
documentation for the preclearance of personal trades by
Access Persons, and such documentation shall be maintained as
required in Section 8 below.
5. REPORTING
A. Each Access Person shall report all holdings in Securities in
which such Access Person has acquired any direct or indirect
Beneficial Ownership at the time of his/her employment with
the Adviser, and annually thereafter.
B. Each Access Person shall report all transactions in Securities
of which such Access Person has acquired any direct or
indirect Beneficial Ownership. Such reports shall be filed
with the Compliance Officer within ten (10) days after the end
of each calendar quarter.
C. Reports filed pursuant to this Section 5 shall contain the
following information:
i. Name of the Access Person making the report;
ii. Date of the transaction;
iii. Title and number of shares or principal amount of
each Security involved;
iv. Nature of the transaction (buy or sell);
v. Price at which transaction was effected; and
vi. Name of the broker-dealer, bank or other financial
institution through whom the transaction was
effected.
vii. Date that the report is submitted
D. Every Access Person who opens an account at a broker-dealer or
other financial institution shall:
i. Immediately notify the Compliance Officer of the
opening of such account; and
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ii. Direct each such broker-dealer or other financial
institution to provide the Compliance Officer with a
duplicate copy of each confirmation and periodic
account statement issued to such Access Person.
E. Each Access Person who owns Securities acquired in a private
placement shall disclose such ownership to the Compliance
Officer if such person is involved in any subsequent
consideration of an investment in the issuer by a Client.
6. CERTIFICATION Every Access Person shall certify on an annual basis that
he or she has:
1. complied with these Procedures;
2. read and understands these Procedures; and
3. disclosed, precleared, and reported all transactions in
Securities consistent with the requirements of these
Procedures.
7. EXEMPTIONS The requirements of Sections 3 and 4 relating to
preclearance, holding periods and blackout periods shall not apply to
accounts of Access Persons that are managed by the Investment Adviser
in a manner and style consistent with all other similarly situated
accounts, or to accounts placed with an outside adviser where such
adviser has full and sole discretion as to the timing and nature of
securities transactions in those accounts. Such accounts noted above
managed by the Investment Adviser, however, shall not be afforded
special treatment in the placement of securities transactions by the
Investment Adviser, and such accounts shall be specifically reviewed by
the Compliance Officer to ensure adherence to these rules. These
accounts noted above, however, shall not be exempt from the reporting
requirements of Sections 5 and 6.
The Compliance Officer may, at his/her discretion, exempt a transaction
from the requirements of any portion of these Procedures after
consideration of all of the facts and circumstances of the transaction.
Such consideration shall be documented in writing and filed with the
appropriate quarterly transaction reports.
8. RECORDS
The following records shall be maintained by the Investment Adviser for
a period of not less than five (5) years or for such other period as
may be required under applicable law:
a. A copy of these Procedures;
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b. Records of any violation of these Procedures and actions
taken by the Investment Adviser in response to such
violation;
c. Copies of Access Person reports and broker-dealer
confirmations and account statements; and
d. Lists of Access Persons.
9. TRAINING
1. Each newly hired or newly designated Access Person shall
receive a copy of these Procedures and shall be required to
certify within thirty (30) days of receipt of such Procedures
that he or she has read and understands the Procedures.
2. The Compliance Officer shall review the Procedures with any
newly hired or newly designated Access Person.
3. The Compliance Officer shall at least annually conduct a
training seminar reviewing the requirements of the Procedures
and the required duties of the Access Persons.
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LEE MUNDER INVESTMENTS, LTD
LISTING OF ACCESS PERSONS
AS OF AUGUST 8, 2000
Nicholas Battelle
Andrew Beja
Robert Deziel
Terry Gardner
Richard Mullaney
Lee Munder
Adam Munder
Ryan Munder
Jonathon Stone
Kenneth Winston
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LEE MUNDER INVESTMENTS, LTD
LISTING OF ACCESS PERSONS
AS OF SEPTEMBER 30, 2000
Nicholas Battelle
Andrew Beja
Robert Deziel
Terry Gardner
Richard Mullaney
Lee Munder
Adam Munder
Ryan Munder
Jonathan Stone
Kenneth Winston
John Despotopolous
Lydia Midwood
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