THE ADVISORS' INNER CIRCLE FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this ___ day of ________, 2003, by and between The Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust"), and CB Investment Managers, LLC, a Kentucky corporation (the "Adviser").

WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended, (the "1940 Act") consisting of several series of shares, each having its own investment policies; and

WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to such portfolios listed in Schedule A as the Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render such services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:

1. Duties of the Adviser. The Trust employs the Adviser to (a) manage the investment and reinvestment of the assets, (b) to continuously review, supervise, and administer the investment program of the Portfolios, (c) to determine, in its discretion and without prior consultation, the securities or investment instruments to be purchased, sold, lent or otherwise traded, (d) to provide the Trust, and any other agent designated by the Trust, with records concerning the Adviser's activities which the Trust is required to maintain and (e) to provide other reports reasonably requested by the Trust's administrator or the Trust's Officers and Board of Trustees concerning the Adviser's discharge of the foregoing responsibilities.

The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with (x) such policies as the Trustees may from time to time establish and communicate in writing to the Adviser, (y) the objectives, policies, and limitations for each Portfolio set forth in its respective prospectus and statement of additional information, which may be amended from time to time, and (z) applicable laws and regulations.

The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.

2. Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolios with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolios and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolios and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to the Portfolios and/or other accounts over which they exercise investment discretion. The Adviser will promptly communicate to the Trust, and any agent designated by the Trust such information relating to portfolio transactions as they may reasonably request.

It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, by reason of its having directed a securities transaction on behalf of the Trust to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934 or as described from time to time by the Portfolios' Prospectuses and Statement of Additional Information.

3. Compensation of the Adviser. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate specified in Schedule A, which is attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual percentage rates as specified in the attached Schedule A, to the assets. The fee shall be based on the average daily net assets for the month involved.

All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

4. Other Expenses. The Adviser shall pay all expenses, not otherwise paid by third parties, of printing and mailing reports, prospectuses, statements of additional information, and sales literature relating to the solicitation of prospective clients. The Trust shall pay all expenses relating to mailing to existing shareholders prospectus(es), statement(s) of additional information, proxy solicitation material and shareholder reports.

5. Excess Expenses. If the expenses for any Portfolio for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which shares of a Portfolio are qualified for offer and sale, the Adviser shall bear such excess cost.

However, the Adviser will not bear expenses of any Portfolio which would result in the Portfolio's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Adviser pursuant to this Section 5 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a reduction in the fee payable to the Adviser for such month pursuant to Section 3 and, if such reduction shall be insufficient to offset such expenses, by reimbursing the Trust.

6. Reports. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.

7. Status of the Adviser. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not, during the term of this Agreement, materially impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

8. Certain Records. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request.

9. Limitation of Liability of the Adviser. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law or Federal securities law which cannot be waived or modified hereby. (As used in this Paragraph 9, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself).

10. Permissible Interests. Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise. In addition, brokerage transactions for the Trust may be effected through affiliates of the Adviser to the extent permitted by applicable law and any procedures approved by the Board of Trustees of the Trust.

11. License of the Adviser's Name. The Adviser hereby agrees to grant a limited-purpose, non-exclusive, world-wide license to the Trust for use of its name in the names of the Portfolios for the term of this Agreement and such license shall terminate upon termination of this Agreement.

12. Duration, Amendment and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party.

As used in this Section 12, the terms "assignment," "interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Commission under said Act.

13. Change in the Adviser's Ownership. The Adviser agrees that it shall notify the Trust of any change in the ownership of the Adviser within a reasonable time after such change.

14. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Trust, at One Freedom Valley Road, Oaks, PA 19456 and if to the Adviser, at Central Bank & Trust, 300 W. Vine Street, Lexington, KY 40503.

15. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

16. Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust.

No portfolio of the Trust shall be liable for the obligations of any other portfolio of the Trust. Without limiting the generality of the foregoing, the Adviser shall look only to the assets of the Portfolios for payment of fees for services rendered to the Portfolios.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above.

THE ADVISORS' INNER                         CB INVESTMENT
CIRCLE FUND                                 MANAGERS, LLC

By: ____________________                    By: ____________________

Title:  __________________                  Title:  __________________

Schedule A dated February 19, 2003 to the Form of Investment Advisory Agreement dated __, 2003 between The Advisors' Inner Circle Fund and CB Investment Managers, LLC

Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual rate as follows:

Portfolio Fee

CB Core Equity Fund 0.80%

Fees:             Pursuant to Article 4, Section A, the Trust shall pay the
                  Administrator compensation for services rendered to the CB
                  Core Equity Fund (the "Fund") at an annual rate of 0.20% of
                  the aggregate average daily net assets of the Fund (and any
                  additional portfolios).

                  This fee schedule is subject to a minimum annual fee of
                  $100,000 for the Fund, including all classes in existence as
                  of the effective date of this Agreement. In the event the Fund
                  or any additional portfolio retains multiple investment
                  advisors, an additional minimum fee of $10,000 (per advisor
                  exceeding one) shall be assessed. The minimum fee shall be
                  increased $100,000 for each portfolio created after the
                  effective date of this Agreement. In addition, the minimum fee
                  shall be increased $15,000 for each new class added to the
                  Fund or any portfolio after the effective date of this
                  Agreement, as well as for each class in excess of one for any
                  new portfolios added after the effective date of this
                  Agreement.

                  Administration fees are calculated and accrued daily, and are
                  paid monthly.

Term:             Pursuant to Article 7, the term of this Agreement shall
                  commence on the date the Fund commences operations, and shall
                  remain in effect with respect to the Fund (and any additional
                  portfolios) for five years (the "Initial Term"). This
                  Agreement shall continue in effect for successive periods of
                  five years after the Initial Term (a "Renewal Term"). This
                  Agreement may be terminated only: (a) by either party at the
                  end of the Initial Term or the end of any Renewal Term on 90
                  days' prior written notice; (b) by either party hereto on such
                  date as is specified in written notice given by the
                  terminating party, in the event of a material breach of this
                  Agreement by the other party, provided the terminating party
                  has notified the other party of such material breach at least
                  45 days prior to the specified date of termination and the
                  breaching party has not remedied such breach by the specified
                  date; or (c) as to the Fund (and any additional portfolios),
                  effective upon the liquidation of such Fund (and/or additional
                  portfolios). For purposes of this paragraph, the term
                  "liquidation" shall mean a transaction in which the assets of
                  the Fund (or any additional portfolios) are sold or otherwise
                  disposed of and proceeds therefrom are distributed in cash to
                  the shareholders in complete liquidation of the interests of
                  such shareholders in the entity.

[END OF SCHEDULE]

Agreed to and accepted by:

SEI Investments Global Funds       Advisors' Inner Circle Fund
Services

By: _______________________        By: __________________
Name: John Munch                   Name: Timothy D. Barto
Title: Vice President              Title: Vice President

Acknowledged and Agreed to by:

CB Investment Managers, LLC

By: ____________________________

Name:
Title:

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

THE ADVISORS' INNER CIRCLE FUND

AND

STATE STREET BANK AND TRUST COMPANY

                                TABLE OF CONTENTS

                                                                         PAGE

1. TERMS OF APPOINTMENT AND DUTIES.........................................1


2. THIRD-PARTY ADMINISTRATORS FOR DEFINED CONTRIBUTION PLANS...............4


3. FEES AND EXPENSES.......................................................4


4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT....................5


5. REPRESENTATIONS AND WARRANTIES OF THE FUND..............................6


6. WIRE TRANSFER OPERATING GUIDELINES/.....................................6


7. DATA ACCESS AND PROPRIETARY INFORMATION.................................8


8. INDEMNIFICATION........................................................10


9. STANDARD OF CARE/LIMITATION OF LIABILITY...............................11


10. CONFIDENTIALITY.......................................................11


11. COVENANTS OF THE FUND AND THE TRANSFER AGENT..........................12


12. TERMINATION OF AGEEMENT...............................................12


13. ASSIGNMENT AND THIRD-PARTY BENEFICIARIES..............................13


14. SUBCONTRACTORS........................................................14


15. MISCELLANEOUS.........................................................14


16. ADDITIONAL FUNDS......................................................16


17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.............16

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 15th day of January, 2003, by and between THE ADVISORS' INNER CIRCLE FUND, a Massachusetts business trust, having its principal office and place of business at One Freedom Valley Road, Oaks, Pennsylvania (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Transfer Agent").

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Fund on behalf of the series named in the attached Schedule A which may be amended by the parties from time to time (each such series, together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with SECTION 16, being herein referred to as a "Portfolio", and collectively as the "Portfolios"), desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent, custodian of certain retirement plans and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. TERMS OF APPOINTMENT AND DUTIES.

1.1 TRANSFER AGENCY SERVICES. Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of the Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as its transfer agent for the Fund's authorized and issued shares of its beneficial interest ("Shares"), dividend disbursing agent, custodian of certain retirement plans and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of the Fund on behalf of the applicable Portfolio, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Fund on behalf of each of the Portfolios, as applicable and the Transfer Agent, the Transfer Agent agrees that it will perform the following services:

(a) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Declaration of Trust of the Fund (the "Custodian");

(b) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(c) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(d) In respect to the transactions in items (a), (b) and (c) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Fund;

(e) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(f) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(g) Prepare and transmit payments for dividends and distributions declared by the Fund on behalf of the applicable Portfolio;

(h) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and protecting the Transfer Agent and the Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(i) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing; and

(j) Record the issuance of Shares of the Fund and maintain pursuant to SEC. Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

1.2 ADDITIONAL SERVICES. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Transfer Agent shall perform the following services:

(a) OTHER CUSTOMARY SERVICES. Perform the customary services of a transfer agent, dividend disbursing agent, custodian of certain retirement plans and, as relevant, agent in connection WITH accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder

accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information;

(b) CONTROL BOOK (ALSO KNOWN AS "SUPER SHEET"). Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 9:00 a.m. Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

(c) "BLUE SKY" REPORTING. The Fund shall: (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State; and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of the Transfer Agent for the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and providing a system which will enable the Fund to monitor the total number of Shares sold in each State;

(d) NATIONAL SECURITIES CLEARING CORPORATION (THE "NSCC"). (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC's participants, including the Fund), in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of brokerdealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Transfer Agent; (ii) issue instructions to Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Fund's records on DST Systems, Inc. computer system TA2000 ("TA2000 System") in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv). maintain Shareholder accounts on TA2000 System through Networking;

(e) NEW PROCEDURES. New procedures as to who shall provide certain of these services in SECTION L may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

(f) ADDITIONAL TELEPHONE SUPPORT SERVICES. If the parties elect to have the Transfer Agent provide ADDITIONAL telephone support services under this Agreement, the parties will agree to such services, fees and sub-contracting as stated in Schedule 1.2(f) entitled "Telephone Support Services" attached hereto; and

(g) ANTI-MONEY LAUNDERING ("AML") DELEGATION. If the Fund elects to delegate to the Transfer Agent certain AML duties under this Agreement, the parties will agree to such duties and terms as stated in the attached schedule ("Schedule 1.2(g) entitled "AML Delegation" which may be changed form time to time subject to mutual written agreement between the parties. In consideration of the performance of the duties by the Transfer

Agent pursuant to this SECTION 1.2(G), the Fund agrees to pay the Transfer Agent for the reasonable administrative expense that may be associated with such additional duties in the amount as the parties may from time to time agree in writing in accordance with SECTION 3 (Fees and Expenses) below.

2. THIRD-PARTY ADMINISTRATORS FOR DEFINED CONTRIBUTION PLANS.

2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the "Program") pursuant to which the customers
("Employers') may adopt certain plans of deferred compensation ("Plan or Plans") for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under Section 401 (a) of the Internal Revenue Code of 1986, as amended ("Code") and administered by third-party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended (the "TPA(s)").

2.2 In accordance with THE procedures established in the initial Schedule 2.1 entitled "Third-party Administrator Procedures," as may be amended by the Transfer Agent and the Fund from time to time ("Schedule 2.1"), the Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c) Perform all services under SECTION 1 as transfer agent of the Funds and not as a record-keeper for the Plans.

2.3 Transactions identified under SECTION 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

(a) Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform services under SECTION 1 of this Agreement;

(b) Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c) Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

3. FEES AND EXPENSES.

3.1 FEE SCHEDULE. For the performance by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay the Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule

("Schedule 3.1"). Such fees and out-of-pocket expenses and advances identified under SECTION 3.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent.

3.2 OUT-OF-POCKET EXPENSES. In addition to the fee paid under SECTION
3. 1, above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket expenses, including but not limited to, confirmation production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage, or advances incurred by the Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund.

3.3 POSTAGE. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

3.4 INVOICES. The Fund agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if the Fund is disputing any amounts in good faith. If the Fund does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Fund. The Fund shall settle. such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is REACHED, then such disputed amounts shall be settled as may be required by law or legal process.

3.5 COST OF LIVING ADJUSTMENT. Following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve (12) month period of such previous calendar year of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Boston area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.

3.6 LATE PAYMENTS. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by THE WALL STREET JOURNAL (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Fund) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT.

The Transfer Agent represents and warrants to the Fund that:

4.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.3 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF THE FUND.

The Fund represents and warrants to the Transfer Agent that:

5.1 It is a business trust duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

5.2 It is empowered under applicable laws and by its Declaration of Trust and By Laws to enter into and perform this Agreement.

5.3 All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

5.4 It is an open-end and diversified management investment company registered under the Investment Company Act of 1940, as amended.

5.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

6. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM COMMERCIAL CODE.

6.1 OBLIGATION OF SENDER. The Transfer Agent is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure) chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the

execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the-customary deadline will be deemed to have been received the next business day.

6.2 SECURITY PROCEDURE. The Fund acknowledges that the Security Procedure it has designated on the Fund Selection Form was selected by the Fund from security procedures offered by the Transfer Agent. The Fund shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer Agent in writing. The Fund must notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Fund's authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure.

6.3 ACCOUNT NUMBERS. The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4 REJECTION. The Transfer Agent reserves the right to decline to process or delay THE processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agent's receipt of such payment order, (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent's sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Transfer Agent, or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

6.5 CANCELLATION AMENDMENT. The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6 ERRORS. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

6.7 INTEREST. The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order.

6.8 ACH CREDIT ENTRIES/PROVISIONAL PAYMENTS. When the Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Transfer Agent will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, the Fund agrees that the Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry.

6.9 CONFIRMATION. Confirmation of Transfer Agent's execution of payment orders shall ordinarily be provided within twenty-four (24) hours notice of which may be delivered through the Transfer Agent's proprietary information systems, or by facsimile or callback. Fund must report any objections to the execution of an order within thirty (30) days.

7. DATA ACCESS AND PROPRIETARY INFORMATION.

7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third-party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third-party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

(a) Use such programs and databases: (i) solely on the Fund's computers; or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent; and (iii) solely in accordance with the Transfer Agent's applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund's computer(s)), the Proprietary information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent's instructions;

(d) Refrain from causing or allowing information transmitted from the Transfer Agent's computer to the Fund's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

7.3 The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the

Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this SECTION 7. The obligations of this Section shall survive any earlier termination of THIS Agreement.

8. INDEMNIFICATION.

8.1 The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors required-to be taken pursuant to this Agreement (including the defense of any law suit in which the Transfer Agent or affiliate is a named party), provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Fund's lack of good faith, negligence or willful misconduct;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent;
(ii) any instructions or requests of the Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the. Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(e) The negotiation and processing of any checks including without limitation for deposit into the Fund's demand deposit account maintained by the Transfer Agent; or

(f) Upon the Fund's request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems.

8.2 In order that the indemnification provisions contained in this
SECTION 8 shall apply, upon the assertion of a claim for which the Fund may be required to indemnify the Transfer Agent, the Transfer Agent shall promptly notify the Fund of such assertion, and shall keep the Fund advised with respect to all developments concerning such claim. The Fund shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or in the name of the Transfer Agent. The Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Fund may be required to indemnify the Transfer Agent except with the Fund's prior written consent.

9. STANDARD OF CARE/LIMITATION OF LIABILITY.

The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by SECTION 9 of this Agreement. This standard of care also shall apply to Exception Services, as defined in SECTION 2.3 herein, but such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, the Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.

10. CONFIDENTIALITY.

10.1 The Transfer Agent and the Fund agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Fund, used or gained by the Transfer Agent or the Fund during performance under this Agreement. The Fund and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Fund and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by SECTION 7.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or Fund agent for purposes of providing services under this Agreement.

10.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (I.E., divorce and criminal actions), the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

11. COVENANTS OF THE FUND AND THE TRANSFER AGENT.

11.1 The Fund shall promptly furnish to the Transfer Agent the following:

(a) A certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

(b) A copy of the Declaration of Trust and By-Laws of the Fund and all amendments thereto.

11.2 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

11.3 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

12. TERMINATION OF AGEEMENT.

12.1 TERM. The initial term of this Agreement (the "Initial Term") shall be three (3) years from the date first stated above unless terminated pursuant to the provisions of this SECTION 12. Unless a terminating party gives written notice to the other party one hundred and twenty (120) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a "Renewal Term"). One hundred and twenty (120) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise, the fees shall be increased pursuant to SECTION 3.5. of this Agreement.

12.2 EARLY TERMINATION. Notwithstanding anything, contained in this Agreement to the contrary, should the Fund desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of the Transfer Agent, the fees payable to the Transfer Agent shall be calculated as if the services had been performed by the Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, on the date notice of termination was given to the Transfer Agent, and the payment of all fees to the Transfer Agent as set forth herein shall be accelerated to the business day immediately prior to the conversion or termination of services.

12.3 EXPIRATION OF TERM. During the Initial Term or Renewal Term, whichever currently is in effect, should either party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

12.4 CONFIDENTIAL INFORMATION. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

12.5 UNPAID INVOICES. The Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Fund to the Transfer Agent being outstanding for more than ninety (90) days, except with respect to any amount subject to a good faith dispute within the meaning of SECTION 3.4 OF this Agreement.

12.6 BANKRUPTCY. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business, or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty
(30) days.

13. ASSIGNMENT AND THIRD-PARTY BENEFICIARIES.

13.1 Except as provided in SECTION 14.1 below neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in SECTION 14.1 and Schedule 1.2(f), neither party shall make any commitments with third parties that are binding on the other party without the other party's prior written consent.

14. SUBCONTRACTORS.

14.1 The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with: (i) Boston Financial Data Services, Inc., a Massachusetts corporation ("Boston Financial") which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended; (ii) a Boston Financial subsidiary duly registered as a transfer agent; or (iii) a Boston Financial affiliate duly registered as a transfer agent; provided, however, that the Transfer Agent shall be fully responsible to the Fund for the acts and omissions of Boston Financial or its subsidiary or affiliate as it is for its own acts and omissions.

14.2 Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

15. MISCELLANEOUS.

15.1 AMENDMENT. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Fund.

15.2 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

15.3 FORCE MAJEURE. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

15.4 CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

15.5 SURVIVAL. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

15.6 SEVERABILITY. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.7 PRIORITIES CLAUSE. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

15.8 WAIVER. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

15.9 MERGER OF AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.10 COUNTERPARTS. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

15.11 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

15.12 NOTICES. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a) If to State Street Bank and Trust Company, to:

State Street Bank and Trust Company c/o Boston Financial Data Services, Inc. 2 Heritage Drive, 4th Floor North Quincy, Massachusetts 02171 Attention: Legal Department Facsimile: (617) 483-2490

If to the Fund, to:

The Advisors' Inner Circle Fund
c/o SEI Investments Global Funds Services, Inc.
Oaks, Pennsylvania 19456
Attention: Legal Department

16. ADDITIONAL FUNDS.

In the event that the Fund establishes one or more series of Shares, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

17. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Fund. Moreover, no series of the Fund shall be liable for the obligations of any other series of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement have executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

ADVISORS' INNER CIRCLE FUND                 STATE STREET BANK AND TRUST
                                            COMPANY

BY:_/S/ WILLIAM E. ZITELLI JR.              BY:_/S/ JOSEPH L. HOOLEY
   -----------------------------------         -------------------------------

SCHEDULE A

UNITED ASSOCIATION S&P 500 INDEX FUND

ADVISORS' INNER CIRCLE FUND                 STATE STREET BANK AND TRUST
                                            COMPANY

BY:_/S/ WILLIAM E. ZITELLI, JR.              BY:_/S/ JOSEPH L. HOOLEY
   -----------------------------------          -------------------------------

SCHEDULE 1.2(G)

AML DELEGATION

1. DELEGATION. In connection with the enactment of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Fund has developed and implemented a written anti-money laundering program (the "AML Program"), which is designed to satisfy the requirements of the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect to delegate certain duties with respect to the implementation and operation of its AML Program to a service provider, including its transfer agent. The Fund is desirous of having the Transfer Agent perform certain delegated duties pursuant to the AML Program and the Transfer Agent desires to accept such delegation.

2. LIMITATION ON DELEGATION. The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent. is agreeing to perform only those duties that have been expressly delegated on this Schedule 1.2(g) (the "Delegated Duties"), as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the Delegated Duties with respect to the ownership of, and transactions in, shares in the Fund for which the Transfer Agent maintains the applicable shareholder information.

3. CONSENT TO EXAMINATION. In connection with the performance by the Transfer Agent of the Delegated Duties, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the USA PATRIOT Act and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

4. DELEGATED DUTIES

4.1 With respect to the beneficial ownership of, and transactions in, shares in the Fund for which the Transfer Agent maintains the applicable shareholder information, the Transfer Agent shall:

(a) Submit all financial and non-financial transactions through the Office of Foreign Assets Control ("OFAC") database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(b) Review redemption transactions that occur within thirty (30) days of account or maintenance;

(c) Review wires sent pursuant to banking instructions other than those on file;

(d) Review a Shareholder's account for unusual activity when purchases and

redemptions by the Shareholder (based on social security number or other tax identification number within the Fund's records) hit the $100,000 threshold that has been set on the "Unusual Activity Warning System;"

(e) Review accounts to identify those established by known offenders attempting fraud and once identified, fire such accounts; and

(f) Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file Form 8300 as required by law.

4.2 In the event that the Transfer Agent detects suspicious activity as a result of the foregoing procedures, which necessitates the filing by the Transfer Agent of a suspicious activity report, a Form 8300 or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify the Fund, unless prohibited by applicable law.

ADVISORS' INNER CIRCLE FUND                 STATE STREET BANK AND TRUST
                                            COMPANY

BY:_/S/ WILLIAM E. ZITELLI, JR.              BY:_/S/ JOSEPH L. HOOLEY
   -----------------------------------          -------------------------------

SCHEDULE 2.1

THIRD-PARTY ADMINISTRATOR(S) PROCEDURES

Dated: January 15, 2003

1. On each day on which both the New York Stock Exchange and the Fund are open for business (a "Business Day"), the TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund: (i) orders by the Plan for the purchases of Shares; and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan's receipt of purchase orders and redemption requests by Participants in proper form by the time required by the term of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund's prospectus. Each Business Day on which the TPA receives Instructions shall be a "Trade Date."

2. The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions, to the applicable Plan.

3. On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Fund's custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+I). The times at which such notification and transmission shall occur on (TD+l) shall be as mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.

4. The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

7. The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its shareholders.

8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

10. The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Transfer Agent or each Fund, provide at the TPA(s)'s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

ADVISORS' INNER CIRCLE FUND                 STATE STREET BANK AND TRUST
                                            COMPANY

BY:_/S/ WILLIAM E. ZITELLI, JR.              BY:_/S/ JOSEPH L. HOOLEY
   -----------------------------------          -------------------------------

SCHEDULE 3.1

FEES

Effective: November 1, 2002 through October 31, 2003

Complex Base Fee (includes 2 CUSIPS)                              $40,000
Additional CUSIP                                                  $14,000

Account Service Fee                                               $18.00/Account
Level 3 Network Account Fee                                       $14.50/Account
12b-1 Commission Reporting                                        $1.20/Account
Closed Account Fee                                                $ 2.40/Account
IRA Custodial Maintenance Fee (if applicable)                     $12.00/Account

OTHER FEES

Fund Implementation Fee                                           $1,500/CUSIP
Conversion Fee*                                                   $36,000

*This fee is based on the conversion performed manually by Transfer Agent's Operations Group. If there is a need for a "system conversion" then a business requirements document shall be prepared for DST and a cost estimate shall be presented to the Fund.

Out-of-Pocket Expenses: Reasonable out-of-pocket expenses include by are not limited to: confirmations, investor statements, production, NSCC charges, 12b-1 commission nuns, AML Delegated Duties, postage forms, audio response, network equipment, telephone (I.E., telephone line charges, fax transmissions), records retention, freight, customized programming/enhancements, federal wires, transcripts, proxies, microfilm, microfiche and expenses incurred at the direction of the Fund.

ADVISORS' INNER CIRCLE FUND                 STATE STREET BANK AND TRUST
                                            COMPANY

BY:_/S/ WILLIAM E. ZITELLI, JR.             BY:_/S/ JOSEPH L. HOOLEY
   -----------------------------------         -------------------------------

                                       1

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. 202.739.3000

Fax: 202.739.3001

www.morganlewis.com

August 28, 2003

The Advisors' Inner Circle Fund
101 Federal Street
Boston, MA 02110

Ladies and Gentlemen:

We have acted as counsel to The Advisors' Inner Circle Fund, a Massachusetts trust (the "Trust"), in connection with the above-referenced Registration Statement (as amended, the "Registration Statement") which relates to the Trust's units of beneficial interest, with no par per share (collectively, the "Shares") of the Cambiar Opportunity Fund, Cambiar International Equity Fund, Chicago Asset Management Value Portfolio and the United Association S&P 500 Index Fund. This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 67 to the Registration Statement (the "Amendment") to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed copies of the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence of the Trust, which is duly authorized and validly existing under the laws of the Commonwealth of Massachusetts;

(b) the Agreement and Declaration of Trust for the Trust and all amendments and supplements thereto (the "Declaration of Trust");

Washington Philadelphia New York Los Angeles Miami Harrisburg Pittsburgh

Princeton Northern Virginia London Brussels Frankfurt Tokyo

(c) a certificate executed by William E. Zitelli, Jr., the Secretary of the Trust, certifying as to, and attaching copies of, the Trust's Declaration of Trust and Amended and Restated By-Laws (the "By-Laws"), and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and

(d) a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies, of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers or representatives of the Fund. We have assumed that the Amendment, as filed with the U.S. Securities and Exchange Commission, will be in substantially the form of the printer's proof referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ Morgan Lewis & Bockius LLP

2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated June 6, 2003, relating to the financial statements and financial highlights which appears in the April 30, 2003 Annual Report to Shareholders of Cambiar Opportunity Fund, Cambiar International Equity Fund and Chicago Asset Management Value Portfolio, three of the portfolios constituting The Advisors' Inner Circle Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Independent Accountant", "Experts" and "Financial Statements" in such Registration Statement.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
August 27, 2003

PHTRANS\331802\1

Independent Auditors' Consent

The Board of Trustees of
The Advisors' Inner Circle Fund:

We consent to the use of our report dated June 20, 2003, with respect to the financial statements of the United Association S&P 500 Index Fund (the "Fund"), one of the funds constituting The Advisors' Inner Circle Fund, as of April 30, 2003, incorporated herein by reference and to the references to our firm under the headings "Financial Highlights" in the Prospectus and "Independent Public Accountants", "Financial Statements" and "Experts" in the Statement of Additional Information in or made part of this Post-Effective Amendment No. 67 to the Registration Statement File No. 33-42484.

 /s/ KPMG LLP
Philadelphia, Pennsylvania
August 27, 2003

THE ADVISORS' INNER CIRCLE FUND

SHAREHOLDER SERVICES PLAN
McKinley Capital Large Cap Growth Fund

WHEREAS, The Advisors' Inner Circle Fund (the "Trust") is engaged in business as an open-end investment company registered under the Investment Company Act of 1940 (the "1940 Act") and the Trust desires to compensate service providers who provide the services described herein ("Service Providers") to clients (the "Clients") who from time to time beneficially own shares (the "Shares") of the McKinley Capital Large Cap Growth Fund (the "Fund") listed in Exhibit A hereto, as may be amended from time to time; and

WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the following Plan will benefit the Fund of the Trust and the Clients of the Shares of the Fund; and

WHEREAS, the Trustees of the Trust adopt the Plan under which Service Providers will provide to Clients some or all of the shareholder services stated in Section 2 herein;

NOW, THEREFORE, the Trustees of the Trust hereby adopt this Plan.

Section 1. The Trust has adopted this Plan to enable the Trust to directly or indirectly bear expenses relating to providing shareholder services.

Section 2. The Trust will pay Service Providers a fee up to the amount set forth in Exhibit A for shareholder services. Service Providers may use this fee for (i) maintaining accounts relating to Clients that invest in Shares; (ii) arranging for bank wires; (iii) responding to Client inquiries relating to the services performed by Service Providers; (iv) responding to inquiries from Clients concerning their investment in Shares; (v) assisting Clients in changing dividend options, account designations and addresses; (vi) providing information periodically to Clients showing their position in Shares; (vii) forwarding shareholder communications from the Fund such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to Clients; (viii) processing purchase, exchange and redemption requests from Clients and placing orders with the Fund or its service providers; (ix) providing sub-accounting with respect to Shares beneficially owned by Clients; and (x) processing dividend payments from the Fund on behalf of Clients. Service Providers may also use this fee for payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the Service Providers's affiliates and subsidiaries as compensation for such services as are described herein.

Section 3. This Plan shall not take effect with respect to the Fund until it has been approved, together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees (as defined in Section 9 herein), cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such agreement.

Section 4. This Plan shall continue in effect until terminated as provided in Section 6.

Section 5. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 6. This Plan may be terminated at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the Shares of the Fund.

Section 7. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by (i) Clients or Service Providers; (ii) the vote of a majority of the Qualified Trustees or (iii) the vote of a majority of the outstanding voting securities of the Shares of the Fund, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment.

Section 8. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of a majority of the Qualified Trustees, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of
Section 3 herein for the approval of this Plan.

Section 9. As used in this Plan, (a) the term "Qualified Trustees" shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

Section 10. While this Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Trustees then in office who are not interested persons of the Trust.

Section 11. This Plan shall not obligate the Trust or any other party to enter into an agreement with any particular person.

EXHIBIT A

McKinley Capital Large Cap Growth Fund
Shareholder Service Fees

August 12, 2002

Shareholder Service Fees

Shareholder Services ...............Twenty-Five basis points (.25%)

Calculation of Fees

Shareholder Service fees are based on a percentage a Fund's average daily net assets attributable to Institutional Service Shares of the Fund.

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

CODE OF ETHICS

I. Legal Requirement.

Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the "1940 Act"), makes it unlawful for any officer or director of National City Investment Management Company (the "Company"), in connection with the purchase or sale by such person of a security held or to be acquired by any investment company registered under the 1940 Act (each such investment company for which the Company is investment adviser, a "Fund"):

1. To employ any device, scheme or artifice to defraud any Fund;

2. To make to any Fund any untrue statement of a material fact or omit to state to any Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund; or

4. To engage in any manipulative practice with respect to any Fund's investment portfolios.

II. Purpose of the Code of Ethics.

The Company expects that its directors and officers will conduct their personal investment activities in accordance with (1) the duty at all times to place the interests of each Fund's shareholders first, (2) the requirement that all personal securities transactions be conducted consistent with this Code of Ethics (this "Code") and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility, and (3) the fundamental standard that an investment adviser's personnel should not take inappropriate advantage of their positions.

In view of the foregoing, the provisions of Section 17(j) of the 1940 Act, the Securities and Exchange Commission's 1940 Act Release No. 23958 "Personal Investment Activities of Investment Company Personnel" (August 24, 1999), the "Report of the Advisory Group on Personal Investing" issued by the Investment Company Institute on May 9, 1994 and the Securities and Exchange Commission's September 1994 Report on "Personal Investment Activities of Investment Company Personnel," the Company has determined to adopt this Code to specify a code of conduct for certain types of personal securities transactions which might involve conflicts of interest or an appearance of impropriety, and to establish reporting requirements and enforcement procedures.

III. Definitions.

A. An "Access Person" means: (1) each director or officer of the Company; (2) each employee (if any) of the Company (or of any company in a control relationship to the Company) 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 any portfolio of which the Company is investment adviser, 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 Company who obtains information concerning recommendations made to any portfolio of which the Company is investment adviser, with regard to the purchase or sale of a security.

B. Exempt Security" means:

1. Securities purchased or sold in a transaction which is non-volitional on the part of either the Access Person or the Company.

2. Securities acquired as a part of an automatic dividend reinvestment plan.

3. Securities acquired 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.

4. Securities which the Company's investment portfolios are not permitted to purchase under the investment objectives and policies set forth in the Company's then current prospectus(es) under the Securities Act of 1933 or the Company's registration statement on Form N-1A.

5. any high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including any repurchase agreement.

6. any share of any registered open-end investment company.

7. any share of the capital stock of National City Corporation.

8. any S&P 500 security with personal trading activity under $100,000.00

C. "Non-Reportable Security" means:

1. Direct obligations of the Government of the United States; banker's acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including repurchase agreements; and shares of registered open-end investment companies.

2. Securities purchased or sold in any account over which the Access Person has no direct or indirect influence or control.

D. An Access Person's "immediate family" includes that Access Person's spouse, if any, and any minor children and adults living in the same household as that Access Person.

E. "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

F. "Investment Personnel" of the Company means:

(i) any employee of the Company (or of any company in a control relationship to the Company) 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 portfolio of which the Company is investment adviser.

(ii) Any natural person who controls the Company and who obtains information concerning recommendations made by the Company regarding the purchase or sale of securities by any portfolio of which the Company is investment adviser.

G. "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

H. "S & P 500 Index Portfolio" means any portfolio the investment objective of which is to provide investment results that, before taking into account the expenses of such portfolio, approximate that aggregate price and dividend performance of the securities included in the Standard & Poor's Composite 500 Index by investing in securities comprising that index.

I. "S & P 500 Index Security" means any security which, at the time in question, is included in the Standard & Poor's Composite 500 Index.

IV. Policies of the Company Regarding Personal Securities Transactions.

A. General Policy.

No Access Person shall engage in any act, practice or course of business that would violate the provisions of Rule 17j-1(b) set forth above, or in connection with any personal investment activity, engage in conduct inconsistent with this Code.

B. Specific Policies.

1. Restrictions on Personal Securities Transactions By Access Persons.

a. No Access Person may purchase or sell securities other than Non-Reportable Securities and Exempt Securities for his or her personal portfolio or the portfolio of another member of his or her immediate family without obtaining oral authorization from a Compliance Officer of the Company prior to effecting such transaction.

b. In addition to, and not in limitation of, the restrictions contained in the preceding paragraph IV.B.1.a, no Access Person may purchase any securities in an Initial Public Offering or a Limited Offering for his or her personal portfolio or the portfolio of another member of his or her immediate family without obtaining oral authorization from Senior Company Management prior to effecting such transaction.

c. If any authorization is granted to an Access Person who is also classified as Investment Personnel for a purchase of securities in an Initial Public Offering or a Limited Offering, a record of the decision and the reason supporting the decision to authorize that purchase shall be made by the Compliance Officer of the Company granting such authorization.

d. If oral authorization is granted for a purchase or sale of securities, a written authorization for such transaction will be provided by a Compliance Officer of the Company to the Access Person receiving the authorization in order to memorialize the oral authorization that was granted.

Note: If an Access Person has questions as to whether purchasing or selling a security for his or her personal portfolio or the portfolio of another member of his or her immediate family requires prior oral authorization, the Access Person should consult a Compliance Officer of the Company for authorization or denial of authorization to trade prior to effecting the transaction.

e. Any authorization granted for a transaction under paragraph (a) will expire at the close of business on the trading day after the date on which oral authorization was granted, and the Access Person receiving such authorization shall be required to receive a new oral authorization for the transaction if the trade is not completed before the authorization shall have expired.

f. No clearance will be given to an Access Person to purchase or sell any security (1) on a day when any non-indexed portfolio of the Company (whether proprietary fund or separately managed account) has a pending "buy" or "sell" order in the same security until that order is executed or withdrawn or
(2) when the Compliance Officer has been advised by the investment adviser that the same security is being considered for purchase or sale for any non-indexed portfolio of the Company (whether proprietary fund or separately managed account).

g. Personal trading of transactions in non-exempt securities will require pre-approval from compliance personnel and, generally, will be approved, so long as IMC separately managed accounts and/or the Funds do not show any trading activity for ten (10) days in such securities. Such trading activity shall include (i) the five
(5) day period prior to the date of the personal trading transaction and (ii) the five (5) day period after the date of the personal trading transaction.

h. Pre-approval on personal trading of S&P 500 securities is not required if the transaction is less than $100,000.00. All such personal trading transactions must be reported on the Quarterly Personal Trading Form attached hereto as Exhibit B.

2. Additional Restrictions on Personal Securities Transactions By Access Persons.

a. Persons employed by the Company are forbidden from profiting from the purchase and sale, sale and purchase, or any transaction deemed the same (i.e. puts, calls, use of derivatives, convertibles, etc.) of the same or equivalent securities within sixty (60) calendar days on any security held in the Armada or Parkstone Mutual Funds, or any Company client account.

b. Access Persons are expressly prohibited from receiving any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Company, its clients, Armada or Parkstone Funds.

c. Memberships or partnerships in any investment club by Access Persons are forbidden.

d. Access persons are prohibited from serving on the Board of Directors of publicly traded companies without prior authorization based on a determination that the Board service would be consistent with the interests of the Company and its clients.

V. Procedures.

A. In order to provide the Company with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed by its Access Persons:

1. Each Access Person will submit to a Compliance Officer of the Company an Initial Beneficial Ownership Report in the form attached hereto as Exhibit A that lists all securities other than Non-Reportable Securities beneficially owned1 by the Access Person. This report must be submitted within ten days of becoming an Access Person and must include the title of each security, the number of shares held, and the principal amount of the security and the name of any broker, dealer or bank with whom the Access person maintains an account in which only such securities are held.

2. Each Access Person will also submit annually to a Compliance Officer of the Company a Beneficial Ownership Report attached hereto as Exhibit A. The Annual Beneficial Ownership Report must list all securities other than Non-Reportable Securities beneficially owned by the Access Person, the title of each security, the number of shares held, and the principal amount of the security and the name of any broker, dealer or bank with whom the Access person maintains an account in which only such securities are held.

(a) A direct pecuniary interest is the opportunity, directly or indirectly, to profit, or to share the profit, from the transaction.

(b) An indirect pecuniary interest is any nondirect financial interest, but is specifically defined in the rules to include securities held by members of your immediate family sharing the same household; securities held by a partnership of which you are a general partner; securities held by a trust of which you are the settlor if you can revoke the trust without the consent of another person, or a beneficiary if you have or share investment control with the trustee; and equity securities which may be acquired upon exercise of an option or other right, or through conversion.

For interpretive guidance on this test, you should consult counsel.

3. Each Access Person shall direct his or her broker to supply to a Compliance Officer of the Company, on a timely basis, duplicate copies of confirmations of all securities transactions other than Exempt Transactions in which the person has, or by reason of any transaction acquires, any direct or indirect beneficial ownership of any security and copies of periodic statements for all securities accounts.

4. Each Access Person shall, no later than the tenth
(10th) day after the end of each calendar quarter, submit a report in the form attached hereto as Exhibit B to a Compliance Officer of the Company, showing each transaction in securities other than Non-Reportable Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership during the calendar quarter in question, as well as all accounts established with brokers, dealers or banks during the calendar quarter in question for the direct or indirect beneficial interest of the Access Person.2

5. A Compliance Officer of the Company shall notify each Access Person who is subject to the transaction pre-authorization requirements or the reporting requirements of this Code that such person is subject to such the pre-authorization or reporting requirements and shall deliver a copy of this Code to each such person.

6. A Compliance Officer of the Company shall review the Initial Beneficial Ownership Reports, Annual Beneficial Ownership Reports, and Quarterly Transaction Reports received, and as appropriate compare the reports with the pre-authorizations received, and report to the Company's Board of Directors:

a. with respect to any transaction that appears to evidence a possible violation of this Code; and

b. apparent violations of the reporting requirement stated herein.

7. The Company's Board of Directors shall consider reports made to it hereunder and shall determine whether the policies established in Sections IV and V of this Code have been violated, and what sanctions, if any, should be imposed on the violator, including but not limited to a letter of censure, suspension or termination of the employment of the violator, or the unwinding of the transaction and the disgorgement of any profits. The Company's Board of Directors shall review the operation of this Code at least once a year.

8. At each quarterly meeting of the Company's Board of Directors a Compliance Officer of the Company shall provide a written report to the Company's Board of Directors stating:

a. any reported securities transaction that occurred during the prior quarter that may have been inconsistent with the provisions of this Code; and

b. all disciplinary actions3 taken in response to such violations.

9. At least once a year, a Compliance Officer of the Company shall provide to the Company's Board of Directors and to the Board members of any registered investment company for which the Company serves as investment adviser a written report which contains:
(a) a summary of existing procedures concerning personal investing by Access Persons and any changes in the compliance procedures under this Code during the past year; (b) an evaluation of current compliance procedures under this Code and a report on any recommended changes in existing restrictions or any such procedures based upon the Company's experience under this Code, industry practices, or developments in applicable laws and regulations; (c) a description of any issues arising under this Code or the compliance procedures thereunder since the last such report, including but not limited to, information about material violations of this Code and sanctions imposed in response to material violations; and (d) a certification that the procedures which have been adopted under this Code are those reasonably necessary to prevent Access Persons from violating this Code.

10. This Code, a copy of each report by an Access Person, any record of any violation of this Code and any action taken as a result thereof, any written report hereunder by the any Compliance Officer of the Company, records of authorizations relating to the purchase of securities in Initial Public Offerings and Limited Offerings, and lists of all persons required to make reports and a list of all persons responsible for reviewing such reports shall be preserved with the Company's records for the period required by Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) of the Investment Advisers Act of 1940.

VI. Certification.

Each Access Person will be required to certify annually that he or she has read and understood this Code, and will abide by it at all times during which such person is an Access Person. Each Access Person will further certify that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under this Code of Ethics. A form of such certification is attached hereto as Exhibit C.

Exhibit A

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

Initial/Annual
Beneficial Ownership Report

For the Year/Period Ended _______________________
(month/day/year)

[ ] Check Here if this is an Initial Beneficial Ownership Report

To: National City Investment Management Company (the "Company")

As of the calendar year/period referred to above, I have a direct or indirect beneficial ownership interest in the securities listed below which are required to be reported pursuant to the Company's Code of Ethics (the "Code"):

Title of                       Number                         Principal
Security                       of Shares                      Amount
--------                       ---------                      ---------

The name of any broker, dealer or bank with whom I maintain an account in which my securities are held for my direct or indirect benefit are as follows:

This report (i) excludes my beneficial ownership of "Non-Reportable Securities" as defined in the Code and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:                                     Signature:
     ----------------------               --------------------------------------

                                          Print Name:
                                          --------------------------------------

Exhibit B

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

Securities Transaction Report

For the Calendar Quarter Ended _______________________
(month/day/year)

To: National City Investment Management Company (the "Company")

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 Code of Ethics of the Company:

                                                                               Nature of                  Broker/Dealer
                                                        Interest Rate          Transaction                     Or Bank
              Date of           Number of   Principal   and Maturity           (Purchase,                  Through Whom
Security      Transaction       Shares      Amount      Date (if applicable)   Sale, Other)     Price        Effected
--------      -----------       ------      -------     --------------------   ------------     -----        --------

During the quarter referred to above, I established the following accounts in which securities were held during the quarter for my direct or indirect benefit:

1. The name of the broker, dealer or bank with whom I established the account:

2. The date the account was established:

This report (i) excludes transactions in "Non-Reportable Securities" as defined in the Code, and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:                                     Signature:
     ----------------------               --------------------------------------

                                          Print Name:
                                          --------------------------------------

Exhibit C

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

ANNUAL CERTIFICATE

For the Calendar Year Ended 12/31
(month/day/year)

To: National City Investment Management Company (the "Company")

Pursuant to the requirements of the Company's Code of Ethics (the "Code"), the undersigned hereby certifies as follows:

1. I have read the Code.

2. I understand the Code and acknowledge that I am subject to it.

3. Since the date of the last Annual Certificate (if any) given pursuant to the Code, I have reported all personal securities transactions and provided any beneficial ownership reports required to be reported or provided, respectively, by me under the requirements of the Code.

Date: ___________________________________ Print Name

AIG CAPITAL MANAGEMENT CORP.

CODE OF ETHICS

Effective as of October 16, 2002

I. Introduction

A. Purpose

While the investment advisers listed on Schedule A (hereinafter referred to as "Adviser") have determined that individual investment activities by their officers and employees should not be prohibited or discouraged, the nature of the Adviser's fiduciary obligations to shareholders of the registered investment companies managed by the Advisers listed on Schedule A (hereinafter referred to as the "Funds") and other clients (together with the Funds, the "Advisory Clients") for which it serves as an adviser or subadviser does necessarily require some restrictions on the investment activities of the Adviser's directors, officers and employees and members of their families.

This Code of Ethics (the "Code") is intended to address three fundamental principles that must guide the personal investment activities of the Adviser's directors, officers and employees in light of their fiduciary duties:

1. Place the interests of our Advisory Clients first. As a fiduciary you must scrupulously avoid serving your own personal interest ahead of the interests of our Advisory Clients. You may not cause an Advisory Client to take action, or not to take action, for your own personal benefit rather than the benefit of the Advisory Client. For example, you would violate this Code if you caused an Advisory Client to purchase a Security you owned for the purpose of increasing the price of that Security. If you are a portfolio manager or an employee who provides information or advice to a portfolio manager or helps execute a portfolio manager's decisions, you would also violate this Code if you made a personal investment in a Security that might be an appropriate investment for an Advisory Client without first considering the Security as an investment for the Advisory Client.

2. Avoid taking inappropriate advantage of your position. The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Adviser directly or on behalf of an Advisory Client could call into question the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Fiduciary Duties. Doubtful situations should be resolved against your personal interest.

3. Personal investing activities must be conducted in such a way as to avoid even the appearance of a conflict of interest with investment activities undertaken for Advisory Clients. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Personal Securities Transactions. Doubtful situations should be resolved against your personal interest.

Further, Rule 17j-1 under the Investment Company Act of 1940 (the "Investment Company Act") requires that every investment company adopt a code of ethics regarding personal investment activities of persons having access to information about portfolio transactions of the investment company, and Rule 204-2 under the Investment Advisers Act of 1940 (the "Investment Advisers Act") requires that investment advisers keep certain records, which must be available for inspection by representatives of the Securities and Exchange Commission (the "SEC"), regarding personal activities of advisory personnel.

This Code has been adopted by the Adviser and the boards of directors of the Funds managed by the Adviser, to address these principles and regulatory requirements.

B. Compliance with this Code is a Condition of Employment

Compliance with this Code and the principles described above is a condition of your employment. A violation of this Code or its principles may be cause for disciplinary action by the Adviser, including termination of employment. Other disciplinary actions can include warnings, and periods of "probation" during which all personal investment activities (except for specifically approved liquidation of current positions) are prohibited.

Personal investment activities of persons covered by this Code must adhere to the fundamental principles described above, as well as the specific provisions of the Code. It bears emphasis that technical compliance with the letter of the Code's requirements and procedures will not automatically insulate from scrutiny, transactions which appear to indicate a pattern of abuse of an individual's fiduciary duties to the Advisory Clients of the Adviser.

In addition to this Code, Employees of the Adviser may be subject to policies and procedures which have been created by or on behalf of American International Group, Inc. (AIG). This Code shall not supersede any such policies or procedures established by AIG.

C. Questions

Questions regarding this Code should be directed to your Regional Compliance Officer (See Appendix D).

D. Definitions

This Code divides directors, officers and employees of the Adviser into several categories, and imposes varying requirements by category appropriate to the sensitivity of the positions included in that category. All designations are made by the Global Compliance Department.

Access Person means any employee, partner, officer, trustee, director and Advisory Person of the Advisor, and any other person designated by the Director of Global Compliance or the Regional Compliance Officer who periodically may have access to information about Advisory Client investment activities.

Advisory Person means any employee entrusted with the direct responsibility and authority, either alone or as part of a co-manager team or group, to make investment decisions affecting an Advisory Client's investment plans and interests, as well as other personnel, such as research analysts, trading personnel, individuals who provide information or advice to portfolio managers, and those individuals who execute portfolio manager decisions. Advisory Person also includes any of the following persons who obtain information concerning securities recommendations being made by the Adviser prior to effective dissemination of such recommendations or of the information concerning such recommendations:

i) any person in a control relationship to the Adviser or a Fund listed on Schedule A, or

ii) any Affiliated Person of such controlling person.

Affiliated Person of another person means:
i) any person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other person;
ii) any person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;
iii) any person controlled in whole or in part by such other person;
iv) any officer, director, partner, co-partner or employee of such other person; and v) if such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof.

Associated Person means any individual subject to this Code, including any Access Person and Nonaccess Person.

Beneficial Ownership -You are considered to have Beneficial Ownership of Securities if you have or share a direct or indirect Pecuniary Interest in the Securities.

You have a Pecuniary Interest in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

1. Securities held by members of your immediate family sharing the same household or for whom you provide investment advice, however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit.

Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2. Your interest as a general partner in Securities held by a general or limited partnership.

3. Your interest as a manager-member in the Securities held by a limited liability company.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

1. Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.
2. Your ownership of a vested beneficial interest in a trust.
3. Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

There is the presumption that you can exert some measure of influence or control over accounts in which you serve as guardian, executor or trustee, but this presumption may be rebutted if you certify in writing (and annually, re-certify, as applicable) that you have no such control or influence.

Note: The above list of examples is non-exhaustive. If in doubt as to whether you have Beneficial Ownership of Securities, the Regional Compliance Officer should be consulted.

For purposes of this Code, a prohibition or requirement applicable to any Access Person applies also to transactions in securities for any account for which the Access Person has a Beneficial Ownership.

Control means the power to exercise a controlling influence over management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.

Disinterested Director means a director of any Fund managed by an Adviser listed on Schedule A who is not an "interested" person of such Fund within the meaning of Section 2(a)(19) of the Investment Company Act. An interested person is in the position to influence the operations of an Advisory Client. Disinterested Directors are not subject to the requirements of this Code.

Nonaccess Person means any person whom, due to his or her substantial duties unrelated to the investment advisory service for Advisory Clients, is not exposed from time to time to information about Advisory Client investment activities. If a Nonaccess Person is exposed to information about Advisory Client investment activities or his or her duties change, he or she shall no longer be deemed a Nonaccess Person. In addition, Nonaccess Persons also include persons who serve as officers or employees of Funds managed by Advisers listed on Schedule A and are subject to codes of conduct at their own financial institutions which are in compliance with Section 17(j) of the Investment Company Act, but who are not employees of or otherwise affiliated with the Adviser. An officer of the Adviser cannot be designated a Nonaccess Person.

II. PERSONAL SECURITIES TRANSACTIONS

A. Trading in General

Unless you are a Nonaccess Person, you may not engage, and may not permit any other person or entity to engage, in the purchase or sale of Securities (other than Exempt Securities and Securities which can be sold in Exempt Transactions as designated on Appendix A) of which you have, or by reason of the transaction will acquire, Beneficial Ownership, and which, within seven (7) calendar days before and after the transaction:

1. is being considered for purchase or sale by an Advisory Client, or
2. is being purchased or sold by an Advisory Client.

Securities
The following are Securities:

Any note, stock, treasury stock, bond debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, futures contracts and options traded on a commodities exchange, including currency futures, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a security or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.

Commodities are not considered Securities. However, futures and options on any group or index of Securities are Securities.

The following are Exempt Securities:

1. Securities which are direct obligations of the U.S. Government (i.e., U.S. Treasury obligations).

2. Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements. High quality short-term debt instruments are interpreted to mean any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization.

3. Shares of registered open-end investment companies.

4. Futures on broad based indices, such as the S&P 500.

Exempt Transactions
The Compliance Department may exempt designated classes of transactions from any of the provisions of this Code except the provisions set forth under Reporting. Such designated Exempt Transactions are attached to this Code as Appendix A.

Circumstances Requiring Preclearance
When purchasing or selling a Security which is not an Exempt Security and which cannot be sold in an Exempt Transaction, such Security may be purchased or sold only if preclearance is obtained from the Regional Compliance Officer. In addition, trade approval from the respective portfolio manager is required for all Equity Group Personnel. No transactions may be effected in such Securities by you without such prior approval. The preclearance requirement does not apply to Nonaccess Persons.

Once granted, preclearance approval is valid for seven (7) calendar days (or in the case of a private placement purchase, the closing of the private placement transaction). An order which is not executed within that time, must be re-submitted for preclearance approval.

In the event that a "good till canceled" limit order is not executed within that time the order does not need to be re-submitted for preclearance, provided that no conditions of that order change (i.e. limit price, shares). Good till canceled orders must be documented on the confirm received by the Compliance Department. Preclearance approval is requested electronically, using the automated preclearance process (See Attached Memo). If there is difficulty using the automated process, Access Persons may request preclearance by telephone or email. Preclearance will not be given unless a determination is made that the purchase or sale complies with this Code and the foregoing restrictions.

The Adviser recognizes that the application of the blackout period along with the preclearance period poses certain procedural difficulties and may result in inadvertent violations. If such violations do occur, the transactions may need to be reversed, or if reversal is impractical or impossible, may require profit realized from the transactions, net of commissions but before tax effect, to be disgorged.

B. Initial Public Offerings

The purchase of Equity Securities in initial public offerings (IPOs) by certain Advisory Persons can create an appearance that such personnel have taken inappropriate advantage of their positions for personal benefit. Accordingly, such an Advisory Person may not acquire Beneficial Ownership of any Equity Securities (other than Exempt Securities) in an IPO. Further, Advisory Persons are prohibited to use the facilities of the Adviser to secure an IPO equity purchase, directly or indirectly, for any non-Advisory Client, or to directly or indirectly, (that is, in circumvention of the Adviser's procedures for allocation of IPO equity purchases among Advisory Clients) secure an IPO equity issue for any Advisory Client. The Regional Compliance Officer will determine which Advisory Persons are prohibited from purchasing an IPO equity issue. A record of the approval of, and rationale supporting, any direct or indirect acquisition by Associated Persons of a beneficial interest in an IPO will be created and maintained by the Regional Compliance Officer, who approves the transaction.

If you are an employee, manager, director, officer or partner of a registered broker/dealer, or if you are a person controlling, controlled by or in common control with a registered broker/dealer, NASD rules generally prohibit you from purchasing any securities (both Exempt and non-Exempt Securities) in a Hot IPO. Hot IPOs are securities of a public offering which trade at a premium in the secondary market whenever such secondary market begins.

C. Private Placements

If you are an Advisory Person, you may not acquire Beneficial Ownership of any Securities (other than Exempt Securities) in a private placement, unless you have received the prior written approval of the Regional Compliance Officer and Regional Chief Investment Officer. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more Advisory Clients, and that the opportunity to invest has not been offered to you by virtue of your position. A record of the approval of, and rationale supporting, any direct or indirect acquisition by Associated Persons of a beneficial interest in a private placement will be created and maintained by the Regional Compliance Officer, who approves the transaction.

If you acquired Beneficial Ownership of Securities in a private placement, you must disclose your investment when you play a part in any consideration of an investment by an Advisory Client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by your manager or a Managing Director who does not have Beneficial Ownership of any Securities of the issuer.

If you are an employee, manager, director, officer or partner of AIG Equity Sales Corp., or if you are a person controlling, controlled by or in common control with AIG Equity Sales Corp., you are prohibited from engaging in private placement transactions without the knowledge and consent of AIG Equity Sales Corp.

D. Short-Term Trading Profits

Investment Personnel are discouraged from realizing profits on the sale of any security purchased within 60 days of the sale. In addition, while there is no prohibition in this Code on short-term trading profits by Access Persons, the Regional Compliance Officer will monitor reports and address any abuses of short-term trading profits on a case by case basis. To avoid any doubt, you are advised to avoid the purchase and sale, or the sale and purchase, within 60 calendar days, of the same (or equivalent) Securities of which you have Beneficial Ownership. If an abuse is discovered, you will be required to disgorge any profits realized on personal trades executed within the above prescribed period. Day-trading by employees is not allowed.

E. Reporting

Disclosure of Holdings and Accounts
All Associated Persons must disclose within 10 days of commencement of employment the existence or non-existence of any securities, commodities, collective schemes, pooled funds or mutual fund accounts (accounts of unaffiliated funds do not need to be disclosed) of which there is Beneficial Ownership. In addition, all Associated Persons are required to provide an Initial Holdings Report of every security that is beneficially owned. If you subsequently open a new account of which you have Beneficial Ownership, you are required to notify compliance via the personal investing website within 10 days following the opening of such account (See Attached Memo).

All Associated Persons must report the name of any publicly-traded company (or any company anticipating a public offering of its equity securities) and the total number of its shares which are beneficially owned if such total ownership is more than 1/2 of 1% of the company's outstanding shares.

Transactions for Associated Persons
All Associated Persons must cause each broker-dealer who maintains an account for Securities of which they have Beneficial Ownership, to provide to the Regional Compliance Officer, on a timely basis, duplicate copies of confirmations of all transactions in the account and of periodic statements for the account.

You are required, within 10 days after the calendar quarter, to a report of any transaction in Securities (other than Exempt Securities) of which you had, or by reason of the transaction acquired, Beneficial Ownership. If the brokerage accounts indicated on the report do not represent a listing of all beneficially owned brokerage accounts where transactions were effected, or do not adequately represent all of the Securities transactions that were effected during the quarter, you are required to provide each missing brokerage account number. In addition, you are required to disclose specific information regarding accounts established during the preceding quarter. Upon termination of employment with the Adviser, you are required to complete this report, which indicates all transactions in Securities of which you have Beneficial Ownership executed from the date of the last report through the date of termination. In the event that no reportable transactions occurred during the quarter, the report should be so noted (See Attached Memo). Non Access persons shall be exempt from filling quarterly reports.

Every quarterly report shall contain, at a minimum, the following information:
the date of the transaction; the name and number of shares and the principal amount of the security involved; the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition); the price at which the transaction was effected; and, the name of the broker, dealer or bank with or through the transaction was effected.

Annual Holdings Report
In addition to other reports described above, each Associated Person must provide an annual report of their accounts and beneficial holdings. The information must be current as of a date no more than 30 days prior to the submission of the report (See Attached Memo).

III. FIDUCIARY DUTIES

A. Fraudulent Practices

If you purchase or sell, directly or indirectly, a security (both Exempt and non-Exempt Securities) or commodity which is held or to be acquired by an Advisory Client, you may not:

1. employ any device, scheme or artifice to defraud such Advisory Client;

2. make to such Advisory Client any untrue statement of a material fact or omit to state to such Advisory Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. engage in any act, practice or course of business which would operate as a fraud or deceit upon such Advisory Client; or

4.engage in any manipulative practice with respect to such Advisory Client.

B. Trading While In Possession of Material Non-Public ("Inside") Information

You should read, understand and comply with the Adviser's Insider Trading Policy and Procedures which is distributed to you annually by your Regional Compliance Officer and is available at all times on the compliance Intranet site:
http://access45/globalinv/. It bears emphasis that your knowledge of pending Advisory Client transactions in a security may be considered material non-public information, and that personal trading in such security by you or others in possession of that information not only would violate this Code, but also could subject the trader to criminal penalties under securities laws. Accordingly, you may not reveal, except in the normal course of your duties, any information regarding securities transactions being considered, recommended or executed on behalf of Advisory Clients.

C. Dispensing Information

Without obtaining prior written approval from a Compliance Officer, no Access Person shall dispense any reports, recommendations, or other information concerning Securities holdings or Securities transactions for Advisory Clients to anyone, other than the clients themselves, outside or inside the AIG Investment Advisers, unless such persons have a business need for this information as a part of their normal duties and activities. However, Access Persons may disclose this information if:

(1) there is a public report containing the same information;
(2) the information is dispensed in accordance with compliance procedures established to prevent conflicts of interest between the AIG Investment Advisers and their Advisory Clients; or
(3) the information is reported to directors or trustees of Advisory Clients or to administrators or other fiduciaries of Advisory Clients and if these persons receive the information in the course of carrying out their fiduciary duties. Note: No such information may be dispensed without the prior approval of a Compliance Officer. This provision does not apply to certain information that is required to be dispensed by registered investment companies.

D. Research Analyst

Research Analysts are required to obtain prior approval from a Compliance Officer prior to purchasing or selling an equity Security in an industry he or she follows unless the analyst has communicated his or her idea to the appropriate Portfolio Manager or Trader.

E. Recommendations

When an equity Security in which a Portfolio Manager has Beneficial Ownership is recommended to his/her client for purchase, the Portfolio Manager's interest (including dates of acquisition and costs) must be disclosed to a Compliance Officer prior to the recommendation being made. Securities purchased or sold through basket trades for index-based accounts may be exempted from this requirement with the approval of a Compliance Officer.

F. Gifts

All Associated Persons must obtain prior approval from the Regional Compliance Officer for any investment opportunity, gift, gratuity or other thing of more than deminimus value that was either received from or given to any person or entity that does business, or desires to do business with the Adviser directly or on behalf of an Advisory Client. Such approval shall be made on the form attached as Appendix B. Notwithstanding, you may attend business meals, sporting events and other entertainment events at the expense of a giver so long as the expense is reasonable. A cash payment in any amount is prohibited.

G. AIG Securities

You should keep in mind that while investment in AIG securities is encouraged, any actions, whether sales or purchases of such securities, that are based upon knowledge of AIG's affairs which is not public may violate not only your fiduciary duty to Advisory Clients, but the law as well. To avoid any actual, potential or perceived conflict of interest, no Associated Person may, for hedging or speculative purposes, engage in options transactions or short sales of AIG common stock.

Access Persons who are senior officers (i.e., senior vice presidents and above) of AIG may not engage in market transactions involving AIG securities from the last day of each fiscal quarter until three business days after AIG releases its earnings for that quarter.

H. Outside Business Activities Including Service as a Director of a Publicly Traded Entity

Unless you are a Nonaccess Person, all of your outside business activities, including service as a partner, officer, director, owner or trustee, must receive the prior written approval of your Regional Compliance Officer by completing the form attached as Appendix C. Service as a partner, officer, director, owner or trustee of a non-profit organization as a volunteer and without compensation, for example, on the board of a school, hospital or social organization, does not require approval if there are no points of conflict.

If you are an Advisory Person, you are prohibited from serving on the board of directors or other governing board of a publicly traded entity, except with prior written authorization from your Regional Compliance Officer. In considering such authorization, the Regional Compliance Officer should consult with the Director of Compliance concerning the imposition of appropriate procedures to prevent the misuse of material non-public information which may be acquired through board service, and other procedures or investment restrictions which may be required to prevent actual or potential conflicts of interest.

IV. COMPLIANCE

A. Certificate of Receipt

You are required to acknowledge receipt of your copy of this Code (See Attached Memo). You must provide this information within 10 days of receipt of this Code.

B. Certificate of Compliance

You are required to certify upon commencement of your employment or the effective date of this Code, which ever occurs later, and annually thereafter, that you have read and understand this Code and recognize that you are subject to this Code. Each annual certificate will also state that you have complied with the requirements of this Code during the prior year, and that you have disclosed, reported, or caused to be reported all transactions during the prior year in Securities of which you had or acquired Beneficial Ownership (See Attached Memo).

C. Remedial Actions

You are required to report any violations of this Code to your Regional Compliance Officer. Strict compliance with the provisions of this Code is considered a basic provision of association with the Adviser and any Fund managed by Advisers listed on Schedule A. You may not participate in the determination of whether you have committed a violation of the Code or of the imposition of any sanction against yourself. In the event of a violation of this Code, you are subject to remedial actions, which may include, but are not limited to, disgorgement of profits, imposition of a substantial fine, demotion, suspension or termination.

D. Board Approval

The directors of the Adviser and the directors of each Fund managed by Advisers listed on Schedule A are required to make a determination that this Code contains provisions reasonably necessary to prevent access persons from violating the anti-fraud provisions of Rule 17j-1 under the Investment Company Act.

A majority of the Fund's board, including a majority of the Fund's independent directors, is required to:

1) approve the Code when the Fund initially engages the Adviser; and

2) approve any subsequent material changes to the Code within six months of the change.

E. Annual Issues and Certification Reports to Directors

Management of the Adviser will provide a written report, at least annually, to the directors of the Adviser and the directors of each Fund managed by Advisers listed on Schedule A with regard to efforts to ensure compliance by the directors, officers and employees of the Adviser with their fiduciary obligations to our Advisory Clients.

The report will, at a minimum:

1) Summarize existing procedures regarding personal Securities transactions, and any changes in such procedures during the prior year;

2) Describe issues that arose under this Code, including material violations of this Code, if any, which resulted in remedial action during the prior year;

3) Describe any significant conflicts of interest that arose involving personal investment policies of the organization, even if the conflicts did not result in a violation of the Code;

4) Describe any recommended changes in existing procedures or restrictions based upon experience with this Code, evolving industry practices, or developments in applicable laws or regulations; and

5) Certify to the directors that the organization has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

F. Record Keeping

The Regional Compliance Officer is responsible for maintaining in an easily accessible place, for a period of not less than five (5) years:

1. a copy of this Code;

2. a record of any violation and of any action taken as a result of such violation;

3. a list of all persons who, within the last six (6) years have been required to make reports pursuant to this Code;

4. a copy of all reports and approvals filed pursuant to this Code.

G. Duties of The Compliance Officer

1. designated Compliance personnel will review all securities transactions and holding reports submitted for compliance with this code, upon receipt;

2. after a review of the document is complete, all confirmations and statements will be initialed, dated, and stored for future reference. All Advisory Persons' holdings reports (initial, quarterly and annual) or the summary memo describing the results of the holdings reports review will be initialed dated and stored for future reference.

H. Confidentiality

All reports of Securities transactions and any other information filed with your Regional Compliance Officer pursuant to this Code shall, to the greatest extent practicable, be treated as confidential.

Appendix A
Code of Ethics

EXEMPT TRANSACTIONS

INTRODUCTION

The Adviser's Code of Ethics provides that no Associated Person, other than a Nonaccess Person may engage, or permit any other person or entity to engage, in the purchase or sale of a Security (other than an Exempt Security) of which he or she has, or by reason of the transaction will acquire, Beneficial Ownership (other than an Exempt Transaction), and which, within seven (7) calendar days before and after the transaction:

1. is being considered for purchase or sale by an Advisory Client, or

2. is being purchased or sold by an Advisory Client.

The Code further provides that classes of transactions may be designated as Exempt Transactions by the Compliance Committee.

DESIGNATION OF EXEMPT TRANSACTIONS

In accordance with the Code, the Compliance Committee designated the following classes of transactions as Exempt Transactions, based upon a determination that the transactions do not involve any realistic possibility of a violation of Rule 17j-1 under the Investment Company Act. Unless otherwise noted, these transactions do not require preclearance, but are subject to the reporting requirements of the Code:

1. Any transactions in Securities in an account over which you have no direct or indirect influence or control. Such transactions are also exempt from the Code's reporting requirements.

2. Transactions in Securities effected in a discretionary brokerage account which were executed at the sole discretion of a registered representative and for which you had no direct or indirect influence or control.

3. Purchases or sales of Securities which are not eligible for purchase or sale by Advisory Clients, for example, shares in closely held or family held companies.

4. Purchases or sales which are non-volitional on the part of the Associated Person.

5. Purchases of Securities under dividend reinvestment plans.

6. Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership.
7. Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership.

8. Acquisitions of securities by the exercise of rights which are granted to borrowers / policyholders of financial institutions which apply for a public listing of their shares and offer "Free" shares to existing borrowers / policyholders.

9. Any purchase or sale of fixed-income Securities issued by state or municipal governments, their agencies, authorities and instrumentalities.

10. Any purchase or sale of fixed-income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the U.S. Government.

11. Any purchases or sales of fixed-income Securities issued by foreign governments.

12. Purchases of American International Group, Inc. ("AIG") common stock through AIG's Employee Stock Purchase Plan. Such transactions are also exempt from the Code's reporting requirements.

13. Any purchases or sales of shares of registered open-end investment companies.

14. Securities purchased or sold in exchange traded funds.

15. Any purchases or sales of units in a 529 Plan.

16. Such other purchases and sales of Securities which are designated on the Pre-clearance Exempt List which is disseminated to all employees on a periodic basis. Securities are added to the Pre-clearance Exempt List on the basis that such transactions (i) are not potentially harmful to any Advisory Client's interest since they would be unlikely to affect a highly institutional market, and (ii) because of the circumstances of the proposed transaction, are clearly not related economically to the Securities to be purchased, sold or held by an Advisory Client, and (iii) will not cause you to gain improperly a personal profit as a result of your relationship with an Advisory Client. The most recent Pre-clearance Exempt List can be located on the compliance Intranet site: http://access45/globalinv/.

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                              Company Name of    Relationship with     Description of     Actual/Est. Value
         Name of Person(s)      Persons              Person(s)       Gift/Entertainment  (In Local Currency)
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Signature: ____________________________________   Date: ______________________

Print Name:  __________________________________


Reviewed by:  ________________________________    Date: ______________________
         (Regional Compliance Officer/Manager)

Appendix C
Code of Ethics

OUTSIDE BUSINESS ACTIVITY FORM

Not Applicable ______
Name of the outside organization:_______________________________________________

Title of your position in the outside organization:_____________________________

Description of the service provided by you:_____________________________________

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Signature                                            Date

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Print Name

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Required Signature                                   Date
Regional Compliance Officer

Appendix D Code of ethics

New York
Richard Biegen/Erik Mogavero
PH: 212-458-2942 or 2198                    FAX: 212-458-2234

Houston
Iris Clay/Ida Garcia
PH: 713-831- 8790 or  8279                  FAX: 713-831-8755

Dublin
Dominique Baikoff  or Sarah Kirwan
PH: 9-011-353-1-802-8732 or 8734            FAX: 9-011-353-1-672-0267

Schedule A

Code of ethics

ADVISERS TO WHICH CODE OF ETHICS APPLIES

Adviser

AIG Capital Management Corp.