EXHIBIT H-36

THE ADVISORS' INNER CIRCLE FUND

SHAREHOLDER SERVICES PLAN

WHG FUNDS

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 certain classes of shares of certain portfolios of the WHG Funds (the "Funds") listed in Exhibit A hereto, as it 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 Funds of the Trust and the Clients of the Shares of the Funds; 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 Funds 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 Funds or its service providers; (ix) providing sub-accounting with respect to Shares beneficially owned by Clients; and (x) processing dividend payments from the Funds 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 Funds 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 Funds.

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 Funds, 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.

                                    EXHIBIT A

                                    WHG FUNDS
                            SHAREHOLDER SERVICE FEES

WHG FUNDS                       CLASS OF SHARES         SHAREHOLDER SERVICES FEE
---------                       ---------------         ------------------------
WHG SMidCap Fund                Institutional                    0.20%
WHG SmallCap Value Fund         Institutional                    0.20%

EXHIBIT I

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004

November 15, 2007

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 business 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 value per share (collectively, the "Shares") of the WHG LargeCap Value Fund and the WHG Income Opportunity Fund. This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 100 to the Registration Statement (the "Amendment") to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 485(a) 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");

(c) a certificate executed by James Ndiaye, 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 Funds. 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
-------------------------------

1. PERSONAL SECURITIES TRADING - CODE OF ETHICS (RULE 17J-1)

Policy Statement: The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II and the Bishop Street Funds (each, a "Trust") have adopted a Code of Ethics (the "Code") to govern the personal securities trading activities of "Access Persons," as defined in the Code, of each Trust as required by Rule 17j-1 under the 1940 Act.

The Code prohibits Access Persons from engaging in fraudulent, deceitful, or manipulative practices in connection with the purchase or sale of a security held or to be acquired by each Trust or any series thereof (each, a "Fund"). The Code also prohibits access persons from making any untrue statement of material fact or omitting to state material facts where necessary. The Code is designed to detect and prevent access persons from engaging in the fraudulent personal trading and other activities proscribed by Rule 17j-1 and the Code.

PROCEDURES: The Trusts have adopted the following procedures:

1. PROCEDURES - The Trusts have adopted the procedures set forth in the "Code of Ethics Adopted under Rule 17j-1") (copy attached) to implement and monitor compliance with the Trusts' policies. Fund Compliance will communicate these procedures to each Fund adviser and sub-adviser and other Fund Access Persons through delivery of the Code.

2. SEPARATE CODES - SEIGFS, SIDCO and each Adviser and Sub-Adviser (excluding those advisers who manage only money market funds) maintain separate codes of ethics that are designed to comply with the requirements of Rule 17j-1.

THE ADVISORS' INNER CIRCLE FUND
THE ADVISORS' INNER CIRCLE FUND II
BISHOP STREET FUNDS

CODE OF ETHICS
ADOPTED UNDER RULE 17J-1

Officers, Trustees, and other persons involved with The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II and the Bishop Street Funds, (each a "Trust," and together, the "Trusts") and the series thereof, (each, a "Fund" and collectively, the "Funds") are required to act with integrity and good faith, particularly when their personal interests may conflict with the Trusts' interests. Potential conflicts of interests include circumstances where officers, Trustees and certain other persons:

o Know about the Funds' present or future portfolio transactions; or

o Have the power to influence the Funds' portfolio transactions; and

o Engage in securities transactions in their personal account(s).

In accordance with the requirements of Rule 17j-1 under the 1940 Act, the Trusts have adopted this Code of Ethics (the "Code") to address transactions and conduct that may create conflicts of interest, establish reporting requirements, and create enforcement procedures. Definitions of underlined terms used throughout the Code are included in Appendix I.

I. ABOUT THIS CODE OF ETHICS

A. WHO IS COVERED BY THE CODE?

All Trust access persons are covered under this Code. Trust access persons generally are:

o All Trustees of a Trust, both interested and independent;

o All Trust Officers; and

o Natural persons in a control relationship to a Trust who obtain information concerning recommendations about the purchase or sale of a security by a Fund ("Natural Control Persons").

B. What Rules Apply to Me?

o This Code sets forth specific prohibitions and restrictions. They apply to all Trust access persons except where otherwise noted. The Code also sets out reporting requirements for access persons. For the reporting requirements that apply to you, please refer to Parts A, B and C, as indicated below:

                           Independent Trustees                           Part A

                           Interested Trustees and Trust Officers         Part B

                           Natural Control Persons                        Part C


II.      STATEMENT OF GENERAL PRINCIPLES

In recognition of the trust and confidence placed in each Trust by Fund shareholders, the Trusts have adopted the following principles to be followed by their Access Persons:

A. The interests of the Funds' shareholders are paramount. You must place shareholder interests before your own.

B. You must effect all personal securities transactions in a manner that avoids any conflict, or even the appearance of a conflict, between your personal interests and the interests of the Funds or their shareholders.

C. You must avoid actions or activities that allow, or appear to allow, you or your family to profit or benefit from your position with respect to a Trust or Fund, or that bring into question your independence or judgment.

D. Portfolio Managers must inform the Board of Trustees prior to accepting to serve on the board of a company in which the Funds that they manage invest or may consider investing in the future.

E. You must not disclose material nonpublic information to others or engage in the purchase or sale (or recommend or suggest that any person engage in the purchase or sale) of any security to which such information relates.

III. GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

Access persons may not, in connection with the purchase or sale, directly or indirectly, of a Security held or to be acquired by the Funds:

A. Employ any device, scheme or artifice to defraud the Funds;

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

C. Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Funds;

or

D. Engage in any manipulative practice with respect to the Funds.

IV. PROHIBITIONS AND RESTRICTIONS FOR ACCESS PERSONS
(not applicable to Independent Trustees)

A. Blackout Period on Personal Securities Transactions.

This restriction applies to:

(i) Access persons who, in connection with their regular duties, make, participate in, or obtain information regarding the purchase or sale of securities by a Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

(ii) Natural Control Persons.

These persons may not purchase or sell, directly or indirectly, any security in which they have (or by reason of such transaction acquire) any beneficial ownership on the same day as the same security is being purchased or sold by a Fund.

B. Pre-Approval for IPOs and Limited Offerings.

This restriction applies to:

(i) access persons who, in connection with their duties, make or participate in making recommendations regarding the purchase or sale of any securities by a Fund and

(ii) Natural Control Persons.

These persons must obtain approval from the Review Officer (as defined in Section VI below) before directly or indirectly acquiring beneficial ownership of any securities in an IPO or limited offering.

C. Limits on Accepting or Receiving Gifts.

Access persons cannot accept or receive any gift of more than $100.00 in value from any person or entity in connection with a Fund or Trust entry into a contract, development of an economic relationship, or other course of dealing by or on behalf of the Fund or Trust.

V. REPORTING REQUIREMENTS

Access persons of each Trust must comply with the reporting requirements set forth in Parts A-C (attached), with the exception of those access persons reporting subject to Section VII of this Code.

VI. REVIEW AND ENFORCEMENT OF THE CODE

A. Appointment of a Review Officer.

The Funds' Chief Compliance Officer ("CCO") shall appoint a review officer ("Review Officer") to perform the duties described below.

B. The Review Officer's Duties and Responsibilities.

1. The Review Officer shall notify each person who becomes an access person of the Fund and who is required to report under this Code of Ethics of their reporting requirements no later than 10 days before the first quarter in which such person is required to begin reporting.

2. The Review Officer will, on a quarterly basis, compare all reported personal securities transactions with each Fund's portfolio transactions completed during the period to determine whether a Code violation may have occurred. Before determining that a person has violated the Code, the Review Officer must give the person a reasonable opportunity to supply explanatory material.

3. If the Review Officer determines that a material Code violation has occurred, or believes that a material Code violation may have occurred, the Review Officer must submit a written report regarding the possible violation to the Funds' CCO, together with any explanatory material provided by the person who violated or may have violated the Code. The CCO shall make an independent determination as to whether the person violated the Code.

4. No person is required to participate in a determination of whether he or she has committed a Code violation or discuss the imposition of any sanction against himself or herself.

5. The Review Officer will submit his or her own reports, as may be required pursuant to Parts A-C (attached), to an Alternate Review Officer who shall fulfill the duties of the Review Officer with respect to the Review Officer's reports.

6. The Review Officer will create a written report detailing any approvals granted to Access Persons for the acquisition of securities offered in connection with an IPO or limited offering. The report must include the rationale supporting any decision to approve such an acquisition.

C. Resolution; Sanctions.

If the CCO determines that a person has violated the Code pursuant to paragraph B. (3) above, the CCO will determine a resolution of the situation and impose upon the person any sanctions that the CCO deems appropriate. The CCO will submit a report of the violation, including a description of the resolution, to the Board at the next regularly scheduled Board meeting unless, in the CCO's sole discretion, circumstances warrant an earlier report.

VII. INTERRELATIONSHIP WITH OTHER CODES OF ETHICS

A. General Principle: Overlapping Responsibilities.

A person who is both an access person of a Fund and an access person of an investment adviser to a Fund is only required to report under and otherwise comply with the investment adviser's code of ethics, provided such code has been adopted pursuant to and in compliance with Rule 17j-1. Such report will satisfy any reporting obligations under this Code. These access persons, however, remain subject to the principles and prohibitions in Sections II and III hereof.

B. Procedures.

Each investment adviser, sub-adviser, principal underwriter, and administrator of any Fund of a Trust must:

1. Submit to the Board of Trustees of the Fund a copy of its code of ethics adopted pursuant to or in compliance with Rule 17j-1;

2. Promptly furnish to the Trust, upon request, copies of any reports made under its code of ethics by any person who is also covered by the Fund's Code; and

3. Promptly report to the Trust, in writing, any material amendments to its code of ethics, along with the certification described under Section VII.C., above.

VIII. ANNUAL WRITTEN REPORTS TO THE BOARD

At least annually, the CCO of the Trusts, and each adviser, sub-adviser, principal underwriter, and administrator will provide written reports to the Board of Trustees as follows:

A. Issues Arising Under the Code. The reports must describe any issues that arose during the previous year under its code of ethics or procedures thereto, including but not limited to, information about any material code or procedural violations and any resulting sanctions.

B. The CCO, advisers, sub-advisers, principal underwriter, and administrator may report to the Board more frequently as they deem necessary or appropriate and shall do so as requested by the Board.

C. Certification. Each report must be accompanied by a certification to the Board that each Fund, adviser, sub-adviser, principal underwriter, and administrator has adopted procedures reasonably necessary to prevent their access persons from violating their code of ethics.

IX. RECORDKEEPING

Each Trust will maintain the following records in accordance with Rule 31a-2 under the 1940 Act and the following requirements. These records will be available for examination by representatives of the U.S. Securities and Exchange Commission and other regulatory agencies.

A. A copy of this Code and any other code adopted by a Trust, which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place.

B. A record of any Code violation, and of any action taken as a result of the violation, will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

C. A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted by an Access Person under this Code, including any information provided in lieu of any such reports made under the Code (see Parts A-C for more information about reporting), will be preserved for a period of at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.

D. A list of all persons who are, or within the past five years have been, required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place.

E. A copy of each report annual report to the Board of Trustees, as required by Section VII of this Code, must be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.

F. A record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of Securities acquired in an IPO or limited offering, for at least five years after the end of the fiscal year in which the approval was granted.

X. MISCELLANEOUS

A. Confidentiality.

All reports of securities transactions and other information submitted to a Trust pursuant to this Code will be treated as confidential to the maximum extent possible, provided that such reports and information may be produced to the U.S. Securities and Exchange Commission and other regulatory agencies and to persons who have a need to know such information for purposes of administering this Code.

B. Interpretation of Provisions.

The Board of Trustees may from time to time adopt such interpretations of this Code as it deems appropriate.

C. Compliance Certification.

Within 10 days of becoming an Access Person of a Trust, and each year thereafter, each such person must complete the Compliance Certification, attached as Appendix V.

Adopted this 13th day of November, 1995. Revised November 11, 1996.
Revised February 18, 1997.
Revised November 16, 1998. Revised February 23, 2000. Revised November 23, 2000. Revised November 13, 2001. Revised September 16, 2004. Revised November 14, 2007.

THE ADVISORS' INNER CIRCLE FUND
THE ADVISORS' INNER CIRCLE FUND II
BISHOP STREET FUNDS

PART A - INDEPENDENT TRUSTEES

I. REQUIRED REPORTS

A. Subject to Section II. (B) below, each quarter, you must report all of your securities transactions effected, as well as any securities accounts you established, during the quarter. You must submit your report to the Review Officer no later than 30 days after the end of each calendar quarter. A Quarterly Personal Securities Transactions Report Form is included as Appendix II.

B. If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report. Please note on your report that you had no reportable items during the quarter, and return it, signed and dated.

C. You need not submit a quarterly report if the report would duplicate information in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 30 days after the end of the calendar quarter. Please see the Review Officer for more information about this reporting mechanism.

II. WHAT MUST BE INCLUDED IN YOUR QUARTERLY REPORTS?

A. You must report all transactions in Securities that: (i) you directly or indirectly beneficially owned or (ii) because of the transaction, you acquired direct or indirect beneficial ownership. In addition, you must also report any account you established during the quarter in which any securities were held for your direct or indirect benefit.

B. Notwithstanding Section I above, reports of individual Securities transactions are required only if you knew at the time of the transaction, or in the ordinary course of fulfilling your official duties as a Trustee should have known, that during the 15-day period immediately preceding or following the date of your transaction, the same Security was purchased or sold, or was being considered for purchase or sale, by a Fund or Trust.

The "should have known" standard does not:

o imply a duty of inquiry;

o presume you should have deduced or extrapolated from discussions or memoranda dealing with the Funds' (or a series) investment strategies; or

o impute knowledge from your awareness of the Funds' (or a series) portfolio holdings, market considerations, or investment policies, objectives and restrictions.

III. WHAT MAY BE EXCLUDED FROM YOUR QUARTERLY REPORTS?

You are not required to detail or list the following items on your quarterly report:

A. Securities accounts, as well as purchases or sales effected for or securities held in any account, over which you have no direct or indirect influence or control;

B. Purchases or sales made pursuant to an Automatic Investment Plan;

C. Purchases or sales of any of the following securities:

o Direct obligations of the U.S. government;

o Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

o Shares issued by registered, open-end investment companies other than Fund shares.

You may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect beneficial ownership in the security included in the report.

THE ADVISORS' INNER CIRCLE FUND
THE ADVISORS' INNER CIRCLE FUND II
BISHOP STREET FUNDS

PART B - INTERESTED TRUSTEES AND FUND OFFICERS

I. REQUIRED REPORTS

A. Initial Holdings Report.

You must submit a listing of all securities you beneficially own, as well as all of your securities accounts to the Review Officer within 10 days of the date you first become subject to this Code's reporting requirement. The information contained therein must be current as of a date no more than 45 days prior to the date you become subject to this Code's reporting requirements. An Initial Holdings Report Form is attached as Appendix III.

B. Annual Holdings Report.

Each year, you must submit to the Review Officer a listing of all securities you beneficially own, as well as all of your securities accounts. Your list must be current as of a date no more than 45 days before you submit the report. An Annual Holdings Report Form is attached as Appendix IV.

C. Quarterly Transaction and Account Reports.

1. Each quarter, you must report all of your securities transactions effected, as well as any securities accounts you established, during the quarter. You must submit your report to the Review Officer no later than 30 days after the end of each calendar quarter. A Quarterly Personal Securities Transactions Report Form is included as Appendix II.

2. If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report. Please note on your report that you had no reportable items during the quarter, and return it, signed and dated.

3. You need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 30 days after the end of the calendar quarter. Please see the Review Officer for more information about this reporting mechanism.

II. WHAT MUST BE INCLUDED IN YOUR REPORTS?

You must report all transactions in securities that: (i) you directly or indirectly beneficially owned; or (ii) because of the transaction, you acquire direct or indirect beneficial ownership. In addition, you must also report all of your accounts in which any securities were held for your direct or indirect benefit.

III. WHAT MAY BE EXCLUDED FROM YOUR REPORTS?

You are not required to detail or list the following items on your reports:

A. Securities accounts, as well as purchases or sales effected for or Securities held in any account, over which you have no direct or indirect influence or Control;

B. Purchases or sales made pursuant to an Automatic Investment Plan;

C. Purchases or sales of any of the following securities:

o Direct obligations of the U.S. government;

o Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

o Shares issued by registered, open-end investment companies other than Fund shares.

You may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect beneficial ownership in the Security included in the report.

THE ADVISORS' INNER CIRCLE FUND
THE ADVISORS' INNER CIRCLE FUND II
BISHOP STREET FUNDS

PART C - NATURAL CONTROL PERSONS

I. QUARTERLY TRANSACTION AND ACCOUNT REPORTS

A. Initial Holdings Report.

You must submit a listing of all securities you beneficially own, as well as all of your securities accounts to the Review Officer within 10 days of the date you first become subject to this Code's reporting requirement. The information contained therein must be current as of a date no more than 45 days prior to the date you become subject to this Code's reporting requirements. An Initial Holdings Report Form is attached as Appendix III.

B. Annual Holdings Report.

Each year, you must submit to the Review Officer a listing of all securities you beneficially own, as well as all of your securities accounts. Your list must be current as of a date no more than 45 days before you submit the report. An Annual Holdings Report Form is attached as Appendix IV.

C. Quarterly Transaction and Account Reports.

1. Each quarter, you must report all of your securities transactions effected, as well as any securities accounts you established, during the quarter. You must submit your report to the Review Officer no later than 30 days after the end of each calendar quarter. A Quarterly Personal Securities Transactions Report Form is included as Appendix II.

2. If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report. Please note on your report that you had no reportable items during the quarter, and return it, signed and dated.

3. You need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Review Officer no later than 30 days after the end of the calendar quarter. Please see the Review Officer for more information about this reporting mechanism.

II. WHAT MUST BE INCLUDED IN YOUR REPORTS?

You must report all transactions in securities that: (i) you directly or indirectly beneficially owned; or (ii) because of the transaction, you acquired direct or indirect beneficial ownership. In addition, you must also report all of your accounts in which any securities were held for your direct or indirect benefit.

III. WHAT MAY BE EXCLUDED FROM YOUR REPORTS?

You are not required to detail or list the following items on your reports:

A. Securities accounts, as well as purchases or sales effected for or securities held in any account, over which you have no direct or indirect influence or Control;

B. Purchases or sales made pursuant to an Automatic Investment Plan;

C. Purchases or sales of any of the following securities:

o Direct obligations of the U.S. government;

o Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

o Shares issued by registered, open-end investment companies other than Fund shares.

You may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect beneficial ownership in the security included in the report.

APPENDIX I

THE ADVISORS' INNER CIRCLE FUND
THE ADVISORS' INNER CIRCLE FUND II
BISHOP STREET FUNDS

DEFINITIONS

General Note

The defined terms used in this Code of Ethics are intended to have the same meaning as such terms have under the 1940 Act and the other federal securities laws. If a definition hereunder conflicts with the definition in the 1940 Act or other federal securities laws, or if a term used in this Code is not defined, you should follow the definitions and meanings in the 1940 Act or other federal securities laws, as applicable.

Access person means:

o each Trustee or officer of a Trust;

o any employee of a Trust (or of any company in a control relationship to a Trust) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of securities by a Trust or Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

o any natural person in a control relationship to a Trust who obtains information concerning recommendations made to the Trust with regard to the purchase or sale of securities by a Fund; and

o each director, officer or general partner of any principal underwriter for a Trust, but only where such person, in the ordinary course of business, either makes, participates in, or obtains information regarding the purchase or sale of securities by the Fund(s), or whose functions relate to the making of recommendations regarding securities to the Fund(s).

Note: Persons who are access persons of a Trust because of their position with the Trust or with a Fund's adviser or sub-adviser, will generally not be considered access persons of another Trust, unless they satisfy the criteria described above with respect to that particular Trust, e.g., an access person of one Trust covered by this joint Code is not automatically considered an access person of another Trust covered by this Code.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial ownership is determined in the same manner as it is for purposes of
Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. You should generally consider yourself the "beneficial owner" of any securities in which you have a direct or indirect pecuniary interest. In addition, you should consider yourself the beneficial owner of securities held by your spouse, your minor children, a relative who shares your home, or other persons by reason of any contract, arrangement, understanding or relationship that provides you with sole or shared voting or investment power.

Control shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

Ownership of more than 25% of a company's outstanding voting securities is presumed to give the holder of such securities control over the company. The SEC may determine, however, that the facts and circumstances of a given situation that may counter this presumption.

Trust officers means any person lawfully elected by the Board of Trustees and authorized to act on behalf of the Funds. Additional information regarding the Trusts' officers may be found in each Fund's Statement of Additional Information.

High quality short-term debt instrument means 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 (e.g., Moody's Investors Service).

Independent Trustee means a Trustee of the Trust who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. The Trust's Independent Trustees are:

Charles E. Carlbom Mitchell A. Johnson Betty L. Krikorian James M. Storey George J. Sullivan, Jr.

IPO (i.e., initial public offering) means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.

Interested Trustee means a Trustee of the Trust who is an "interested person" of the Trust within the meaning of Section 2(a)(19) of the 1940 Act. The Trusts' interested Trustees are:

William M. Doran Robert A. Nesher

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

Material - Information is "material" where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the "total mix" of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issuer involved. Common, but by no means exclusive, examples of "material" information include information concerning a company's sales, earnings, dividends, significant acquisitions or mergers and major litigation. So-called "market information," such as information concerning an impending securities transaction may also, depending upon the circumstances, be "material." Because materiality determinations are often challenged with the benefit of hindsight, if an employee has any doubt whether certain information is "material," this doubt should be resolved against trading or communicating this information.

Nonpublic information - Information is "nonpublic" until it has been made available to investors generally. In this respect, one must be able to point to some fact to show that the information is generally public, such as inclusion in reports filed with the SEC or press releases issued by the issuer of the securities, or reference to this information in publications of general circulation such as The Wall Street Journal or The New York Times. In general, information may be presumed to have been made available to investors after two business days from the formal release of this information.

Purchase or sale of a Security includes, among other things, the writing of an option to purchase or sell a Security.

Security has the same meaning as that set forth under Section 2(a)(36) of the 1940 Act, except that it does not include direct obligations of the U.S. government or any agency thereof, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, or shares issued by registered, open-end investment companies.

A Security "held or to be acquired" by a Trust or any Fund means: (A) any Security that within the most recent 15 days (i) is or has been held by a Trust or any Fund thereof; or (ii) is being or has been considered by a Fund's adviser or sub-adviser for purchase by the Fund; and (B) any option to purchase or sell, and any security convertible into or exchangeable for, any Security described in (A) of this definition.

A Security is being purchased or sold by a Trust or any Fund from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for the Trust or Fund until the program when such program has been fully completed or terminated.

A Security is being considered for purchase by the Fund when a Security is identified as such by the investment adviser to the Fund.

Name of Reporting Person:  ___________________________
Calendar Quarter Ended:    ___________________________
Date Report Due:           ____________________30, ____
Date Report Submitted:     ___________________________

---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------
                                   Principal
                 Name of Issuer    No. of        Amount, Maturity                              Name of Broker,
                 and               Shares        Date and                                      Dealer or Bank
Date of          Title of          (if           Interest Rate      Type of                    Effecting
Transaction      Security          applicable)   (if applicable)    Transaction    Price       Transaction
---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------
---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------


---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------
---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------


---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------
---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------


---------------- ----------------- ------------- ------------------ -------------- ----------- -----------------

If you have no securities transactions to report for the quarter, please check here. |_|

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

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Name of Broker, Dealer or Bank                   Date Account was Established  Name(s) on and Type of Account
-------------------------------------------------------------------------------------------------------------------
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If you did not establish a securities account during the quarter, please check here. |_|

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.

Name of Reporting Person:           ____________________________ [Note: Information must be current
Date Person Became Subject to the                                 as of a date no more than 45 days
Code's Reporting Requirements:      ____________________________  prior to the date that you became
Information in Report Dated as of:  ____________________________  subject to the Code's reporting
Date Report Due:                                                  requirements]
                                    ____________________________
Date Report Submitted:              ____________________________

Securities Holdings

------------------------------ --------------------- ---------------------------------------------------------
Name of Issuer and             No. of Shares         Principal Amount, Maturity Date and
Title of Security              (if applicable)       Interest Rate (if applicable)
------------------------------ --------------------- ---------------------------------------------------------
------------------------------ --------------------- ---------------------------------------------------------


------------------------------ --------------------- ---------------------------------------------------------
------------------------------ --------------------- ---------------------------------------------------------


------------------------------ --------------------- ---------------------------------------------------------
------------------------------ --------------------- ---------------------------------------------------------


------------------------------ --------------------- ---------------------------------------------------------

If you have no securities holdings to report, please check here. |_|

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

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Name of Broker, Dealer or Bank                       Name(s) on and Type of Account
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------


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--------------------------------------------------------------------------------------------------------------


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If you have no securities accounts to report, please check here. |_|

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

Name of Reporting Person:           ________________________
Information in Report Dated as of:  ________________________  [Note: Information must be current
Date Report Due:                                              as of a date no more than 45 days
                                    ________________________  before the report is submitted.]

Date Report Submitted:             _________________________


Calendar Year Ended: December 31, ____

------------------------------ --------------------- ---------------------------------------------------------
Name of Issuer and             No. of Shares         Principal Amount, Maturity Date and
Title of Security              (if applicable)       Interest Rate (if applicable)
------------------------------ --------------------- ---------------------------------------------------------
------------------------------ --------------------- ---------------------------------------------------------


------------------------------ --------------------- ---------------------------------------------------------
------------------------------ --------------------- ---------------------------------------------------------


------------------------------ --------------------- ---------------------------------------------------------
------------------------------ --------------------- ---------------------------------------------------------


------------------------------ --------------------- ---------------------------------------------------------

If you have no securities holdings to report, please check here. |_|

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

--------------------------------------------------------------------------------------------------------------

Name of Broker, Dealer or Bank                       Name(s) on and Type of Account
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------


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If you have no securities accounts to report, please check here. |_|

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Trusts' Code of Ethics.

V-1
1-WA/2802599.4
                                   APPENDIX V

Initial Certification

I certify that I:          (i) have received, read and reviewed the Trusts' Code of Ethics;
                           (ii) understand the policies and procedures in the Code;
                           (iii) recognize that I am subject to such policies and procedures;
                           (iv) understand the penalties for non-compliance;
                           (v) will fully comply with the Trusts' Code of Ethics; and
                           (vi) have fully and accurately completed this Certificate.

Signature:
                           ---------------------------------------------------- (Please print)

Name:
                           ----------------------------------------------------
Date Submitted:

Date Due:                  ----------------------------------------------------

--------------------------------------------------------------------------------

Annual Certification

I certify that I:          (i) have received, read and reviewed the Trusts' Code of Ethics;
                           (ii) understand the policies and procedures in the Code;
                           (iii) recognize that I am subject to such policies and procedures;
                           (iv) understand the penalties for non-compliance;
                           (v) have complied with the Trusts' Code of Ethics and any applicable
                           reporting requirements during this past year;
                           (vi) have fully disclosed any exceptions to my compliance with the Code
                           below;
                           (vii) will fully comply with the Trusts' Code of Ethics; and
                           (vi) have fully and accurately completed this Certificate.

EXCEPTION(S):


Signature:
                           ----------------------------------------------------- (Please print)

Name:
                           ----------------------------------------------------
Date Submitted:

Date Due:                  ----------------------------------------------------

DEFINITIONS..............................................................................................4
I.  INTRODUCTION.........................................................................................6
         A.  PURPOSE.....................................................................................6
         B.  COMPLIANCE WITH THIS CODE...................................................................6
                  1.  CERTIFICATE OF COMPLIANCE..........................................................7
                  2.  BOARD APPROVAL.....................................................................7
II.  PERSONAL SECURITIES TRANSACTIONS....................................................................8
         A.  TRADING IN GENERAL..........................................................................8
                  1.  EXEMPT SECURITIES..................................................................8
                  2.  CIRCUMSTANCES REQUIRING PRE-CLEARANCE..............................................9
                           A.       PRE-CLEARANCE APPROVAL...............................................9
                           B.       PROCEDURES FOR APPROVAL..............................................9
                  3.  INITIAL PUBLIC OFFERINGS ("IPOS").................................................10
                  4.  PRIVATE PLACEMENTS................................................................10
                  5.  SHORT-TERM TRADING................................................................10
                  6.  MARKET TIMING.....................................................................11
                  7.  GIFTING OF SECURITIES.............................................................11
         B.  REPORTING..................................................................................11
                  1.  DISCLOSURE OF HOLDINGS AND ACCOUNTS...............................................11
                  2.  TRANSACTIONS FOR ALL ACCESS PERSONS...............................................12
III. FIDUCIARY DUTIES...................................................................................12
         A.  FRAUDULENT PRACTICES.......................................................................12
         B.  DISPENSING INFORMATION.....................................................................13
         C.  GIFTS AND ENTERTAINMENT....................................................................13
         D.  AIG SECURITIES.............................................................................14
         E.  OUTSIDE BUSINESS ACTIVITIES................................................................15
IV.  INSIDER TRADING....................................................................................17
         A.  MATERIAL INFORMATION.......................................................................17
         B.  NON-PUBLIC INFORMATION.....................................................................18
                  1.  INFORMATION PROVIDED IN CONFIDENCE................................................18
                  2.  INFORMATION DISCLOSED IN BREACH OF DUTY...........................................18
         C.  GUIDANCE ON INSIDER TRADING................................................................19
         D.  PENALTIES FOR INSIDER TRADING..............................................................19
         E.  PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING.................................19
                  1.  TRADING RESTRICTIONS AND REPORTING REQUIREMENTS...................................19
                  2.  INFORMATION BARRIER POLICY........................................................20
                           A.  CROSS-BARRIER PROCEDURES.................................................20
                           B.  THE ADVISER WATCH LIST...................................................21
                                    I.  PLACEMENT OF SECURITIES ON/OFF THE ADVISER WATCH LIST...........21
                                    II.  IMPLEMENTATION AND MONITORING..................................21
                           C.  THE ADVISER RESTRICTED LIST..............................................21
                                    I.  PLACEMENT OF SECURITIES ON/OFF THE ADVISER RESTRICTED LIST......21
                                    II.  IMPLEMENTATION AND MONITORING..................................22
                  3.  CONFIDENTIALITY...................................................................22
APPENDIX A..............................................................................................23
APPENDIX B..............................................................................................25
APPENDIX C..............................................................................................26

DEFINITIONS

ACCESS PERSON: For the purpose of this Code, all employees of AIG Investments are considered Access Persons. This includes certain staff who have responsibilities on investment-related activities within affiliated companies of
AIG.

NOTE: 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 OR A HOUSEHOLD MEMBER HAS CONTROL AND/OR A BENEFICIAL OWNERSHIP.

ADVISER: the advisers of AIG Investments to which this Code applies. Please see Appendix B for the list of advisers.

ADVISORY CLIENT: An entity that has signed an agreement with the Adviser for the provision of discretionary or non-discretionary investment management services.

BENEFICIAL OWNERSHIP: A direct or indirect Pecuniary Interest in the securities that an Access Person has or shares.

NOTE: ACCESS PERSONS SHOULD CONSULT THE COMPLIANCE DEPARTMENT IF IN DOUBT AS TO WHETHER HE/SHE HAS BENEFICIAL OWNERSHIP OF SECURITIES.

CLOSED END FUND: type of fund that has a fixed number of shares usually listed on a major stock exchange. Unlike open-ended mutual funds, closed end funds do not issue and redeem shares on a continuous basis.

DISINTERESTED DIRECTOR/NON-EMPLOYEE INVESTMENT COMMITTEE PERSONNEL: A director of any Fund managed by the Adviser who is not in the position to influence the operations of an Advisory Client. Disinterested Directors are currently not subject to the requirements of this Code.

ENTERTAINMENT: An event where a business contact, counterparty or vendor is present with the employee and where business matters can be discussed.

EXCHANGE TRADED FUNDS (ETF): A fund that tracks an index, but can be traded like a stock. ETFs always bundle together the securities that are in an index or sector but never track actively managed mutual fund portfolios. Investors can do just about anything with an ETF that they can do with a normal stock, such as short selling. Because ETFs are traded on stock exchanges, they can be bought and sold at any time during the day (unlike most mutual funds).

FUND: Registered open-end and closed-end investment companies or commingled vehicles advised or sub-advised by the Adviser.

GIFT: Anything of value that is received and/or offered from/to a business contact, vendor or counterparty.

HOUSEHOLD MEMBER: A member of an Access Person's family and/or legal dependent that shares the same residence as the Access Person.

INVESTMENT PERSONNEL: 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.

PECUNIARY INTEREST: The opportunity to profit directly or indirectly or share in any profit derived from a transaction in a security.

PRIVATE PLACEMENT: The sale of a bond or other security directly to a limited number of investors in a private offering.

PROTEGENT PTA: A web based application used by Access Persons to submit all necessary forms/reports under the requirements of this Code. Access Persons must, whenever possible, use Protegent PTA to comply with the reporting requirements of this Code. However, in cases where an Access Person does not have access to the system, the Access Person must receive approval from the Compliance Department prior to submitting any required forms/reports manually.

SECURITIES: Any note, stock (including ADRs), treasury stock, bond debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription transferable share, investment contract, voting-trust certificate, 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 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.

FOR THE PURPOSES OF THE CODE, COMMODITIES ARE NOT CONSIDERED SECURITIES. NONETHELESS, FUTURES AND OPTIONS ON ANY GROUP OR INDEX OF SECURITIES ARE CONSIDERED SECURITIES.

I. INTRODUCTION

A. PURPOSE

The Adviser believes that individual investment activities by its officers and employees should not be prohibited or discouraged. Nonetheless, the nature of the Adviser's fiduciary obligations necessarily requires some restrictions on the investment activities of Access Persons and their Household Members.

Access Persons are agents of the Adviser. In managing assets for the Adviser's Clients, Access Persons have a fiduciary responsibility to treat the Adviser's Clients fairly. This duty requires a course of conduct, consistent with other statutory obligations, that seeks to be prudent and in the Client's best interest.

This Code of Ethics (the "Code") is intended to address three fundamental principles that must guide the personal investment activities of Access Persons in light of his/her fiduciary duties:

(1) PLACE THE INTERESTS OF THE ADVISER'S CLIENTS FIRST. As fiduciaries, Access Persons must avoid serving personal interests ahead of the interests of the Adviser's Clients.

(2) AVOID TAKING INAPPROPRIATE ADVANTAGE OF ONE'S POSITION AS AN ACCESS PERSON.

(3) CONDUCT PERSONAL INVESTING ACTIVITIES IN SUCH A WAY AS TO AVOID EVEN THE APPEARANCE OF A CONFLICT OF INTEREST WITH INVESTMENT ACTIVITIES UNDERTAKEN FOR THE ADVISER'S CLIENTS.

This Code has been adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the "Company Act") and Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act"), which require that every registered investment company and registered investment adviser adopt a code of ethics regarding personal investment activities of persons having access to information about portfolio transactions of the Adviser's Clients. In addition, Rule 204-2 under the Advisers Act requires that registered investment advisers keep certain records regarding personal investment activities of Access Persons and make them available for inspection by representatives of the Securities and Exchange Commission (the "SEC").

B. COMPLIANCE WITH THIS CODE

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

Any transactions that appear to indicate a pattern of abuse of an Access Person's fiduciary duties to the Adviser's Clients will be subject to scrutiny regardless of technical compliance with the Code.

In addition to this Code, Access Persons are 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.

THIS CODE SHALL BE SUPERSEDED BY LOCAL REGULATORY PRACTICES AS APPLICABLE. EACH REGIONAL COMPLIANCE OFFICER SHALL COMMUNICATE SUCH EXCEPTIONS TO ALL ACCESS PERSONS IN THEIR RESPECTIVE REGION.

ACCESS PERSONS ARE REQUIRED TO REPORT ANY VIOLATIONS OF THIS CODE TO THE CHIEF COMPLIANCE OFFICER (OR HIS/HER DESIGNEE). ACCESS PERSONS WILL NOT FACE RETALIATION IF HE/SHE REPORTS VIOLATIONS OF THIS CODE. RETALIATION ITSELF CONSTITUTES A VIOLATION OF THIS CODE.

1. CERTIFICATE OF COMPLIANCE

Employees will receive a copy of this Code and any amendments as they are made. New hires are required to certify that have received a copy of the Code. In addition, employees must make an annual Certification within 30 days of year-end using PROTEGENT PTA ("Protegent PTA"), the Adviser's Code of Ethics/personal securities investing application(1).

2. BOARD APPROVAL

The directors of the Adviser and the directors of each Fund 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 Company Act.

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

a) approve the Code when the Fund initially engages the Adviser, and

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

II. PERSONAL SECURITIES TRANSACTIONS

A. TRADING IN GENERAL

Access Persons may not knowingly engage in the purchase or sale of a Security (other than an Exempt Security, as explained below) of which they have Beneficial Ownership (other than an Exempt Transaction, as explained in Appendix
A) 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.

1. EXEMPT SECURITIES

Exempt Securities are Securities that do not have to be pre-cleared or reported to the Compliance Department and are not subject to the short swing profit limitation requirement of this Code.

The following are Exempt Securities:

i. Securities that are direct obligations of the U.S. and foreign governments (e.g., U.S. Treasury obligations);

ii. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. ADRs do not fall into this category;

NOTE: HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS ARE INTERPRETED TO MEAN ANY INSTRUMENT THAT HAS A MATURITY AT ISSUANCE OF LESS THAN 366 DAYS AND IS RATED IN ONE OF THE TWO HIGHEST RATING CATEGORIES BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.

iii. Shares of unaffiliated registered open-end investment companies, annuities, or other commingled vehicles. The requirement to report holdings of affiliated funds does not apply to holdings in defined benefit plans including 401(k) plans, AIG Retirement and 529 plans.

NOTE: EXCHANGE TRADED FUNDS ("ETFS") AND CLOSED END FUNDS ARE NOT EXEMPT UNDER THE CODE. TRANSACTIONS IN THESE SECURITIES MUST BE REPORTED (BUT NOT PRE-CLEARED) ON PROTEGENT PTA.

iv. Municipal bonds (general and revenue) issued by a state or local government entity;

v. Any transactions and/or holdings in Securities in an account over which an Access Person has no direct or indirect influence, control or knowledge

(e.g., a blind trust/non-discretionary account. An Access Person must notify the Compliance Department of the establishment of such an account and Compliance Department must receive duplicate statements);

vi. 529 Plans that only have the ability to invest in Exempt Securities (including affiliated funds) as defined in this section;

vii. Transactions within the AIG Retirement Plan, including affiliated funds. This also applies to retirement plans of Household Members; and

NOTE: IN ADDITION TO THE ABOVE, THERE ARE CERTAIN TRANSACTIONS DESIGNATED BY THE COMPLIANCE DEPARTMENT AS EXEMPT ("EXEMPT TRANSACTIONS"), WHICH ARE NOT REQUIRED TO BE PRE-CLEARED, BUT ARE REQUIRED TO BE REPORTED TO COMPLIANCE. THESE TRANSACTIONS ARE DISCUSSED IN APPENDIX A.

2. CIRCUMSTANCES REQUIRING PRE-CLEARANCE

All Access Persons must obtain Pre-clearance from the Compliance Department prior to purchasing or selling a Security that is neither an Exempt Security nor can be bought or sold in an Exempt Transaction.

A. PRE-CLEARANCE APPROVAL: Once received, Pre-clearance approval is valid for the same day and the next business day (THE "APPROVAL PERIOD"). An order that is not executed within the Approval Period must be re-submitted for Pre-clearance approval. Approval for a private placement purchase is valid until the closing of the private placement transaction.

In the event that a "good-till-canceled" limit and/or a "stop loss" order is not executed within the Approval Period, the order does NOT need to be re-submitted for Pre-clearance, provided that no conditions of the order have changed (e.g., limit price, shares) and the transaction is identified on the pre-clearance request form in Protegent PTA ("User Comment" section) as a good-till-canceled limit and/or stop loss order. Additionally, "good-till-canceled" and "stop loss" orders must be documented on the confirmation received from the Access Person's broker by the Compliance Department.

3. INITIAL PUBLIC OFFERINGS ("IPOS")(3)

The purchase of equity Securities in initial public offerings ("IPOs") by Access Persons can create an appearance that such personnel have taken inappropriate advantage of their positions for personal benefit. Accordingly, Access Persons must obtain prior written approval from the Compliance Department and his/her supervising Managing Director prior to purchasing an IPO.

GLOBAL EQUITY PERSONNEL ARE PROHIBITED FROM INVESTING IN IPOS.

4. PRIVATE PLACEMENTS

Access Persons must obtain prior written approval from the Compliance Department AND a supervising Managing Director before acquiring Beneficial Ownership of any Securities in a Private Placement. Approval will be given only if it is determined that the investment opportunity should not be reserved for Advisory Clients and that the opportunity to invest has not been offered to the Access Person by virtue of his/her position.

Access Persons must disclose investments in a Private Placement if an investment in the issuer of the Private Placement is being considered for an Advisory Client and the Access Person is involved in the decision making process. A decision to make such an investment must be independently reviewed by the Access Person's manager or a Managing Director who does not have Beneficial Ownership of any Securities of the issuer.

GLOBAL EQUITY PERSONNEL ARE PROHIBITED FROM INVESTING IN PRIVATE
PLACEMENTS.

5. SHORT-TERM TRADING

Access Persons are prohibited from realizing profits from selling a Security within 60 days of purchase of the position. In addition, Access Persons are prohibited from realizing profits from closing a short position within 60 days of opening the position.

which may be approved by the Compliance Department in extreme circumstances; and (9) any other special exemption approved by Compliance PRIOR to the profit being realized. Hardship exemptions and special exemptions must be approved in advance of the short-term trading. Please contact the Compliance Department with any questions.

The Compliance Department will monitor short-term trading and address any abuses of short-term trading profits on a case-by-case basis. If an abuse is discovered, Access Persons will be required to disgorge any profits realized on personal trades executed within the 60 days. Day trading by Access Persons is strictly prohibited.

Personal trading in unusually high frequency is discouraged. The Compliance Department may contact any Access Person and/or his/her supervisor deemed to be trading with excessive frequency.

6. Market Timing

Market Timing is the short-term trading in and out of U.S. registered investment companies, generally those that are focused on non-U.S. investments using information that is publicly known but not yet reflected in the share price. Furthermore, more sophisticated market timers have taken advantage of disparities between the last quoted prices of a Fund's underlying portfolio Securities and potentially inaccurate fair-valuing of those Securities. Market timing by Access Persons is strictly prohibited whether or not the market timing relates to products advised or sub-advised by the Adviser.

7. Gifting of securities

The gifting of Securities is permitted without pre-clearance. Nonetheless, these Securities must be disclosed in Protegent PTA and reported on the Access Person's Quarterly Transactions Certification.

B. REPORTING

1. DISCLOSURE OF HOLDINGS AND ACCOUNTS

All Access Persons must disclose to the Chief Compliance Officer or other designated persons, whether they have Beneficial Ownership and/or control of any Securities, futures, options, collective schemes, pooled funds or affiliated mutual fund accounts (i.e., Brazos, VALIC, SunAmerica) within 10 days of commencement of employment (such information must be current as of a date no more than 45 days prior to employment). If an Access Person subsequently opens a new account of which he/she has Beneficial Ownership and/or control (whether or not this account holds

reportable Securities), the Access Person must notify the Compliance Department via Protegent PTA within 10 days following the opening of such account. Securities held in certificate form that are not held in street name must also be reported to the Compliance Department via Protegent PTA. All reports submitted to the Compliance Department will be treated as confidential.

Any Access Person who fails to report his/her holdings or the opening of a new brokerage account in accordance with this Code shall be deemed to be in violation of this Code.

ANNUAL HOLDINGS REPORT

Access Persons must provide and certify on an annual basis, a report of their accounts and beneficial holdings within 30 days after the calendar year end. The information must be current as of a date no more than 45 days prior to the submission of the report.

2. TRANSACTIONS FOR ALL ACCESS PERSONS

Access Persons must arrange for the Compliance Department to be provided, on a timely basis, duplicate copies of confirmations for all transactions in an account that is Beneficially Owned and/or controlled by such Access Person. Duplicate copies of periodic statements for the account also must be provided. Upon notification, the Compliance Department will request these documents directly from the broker-dealer identified by each Access Person.

QUARTERLY TRANSACTIONS CERTIFICATION

Access Persons are required, within 30 days after the calendar quarter, to complete a report of all transactions in Securities of which the Access Person had Beneficial Ownership and/or control (except for those Securities classified as Exempt Securities). In accordance with Best Industry Practices, Access Persons are expected to complete their quarterly certifications within 10 days of quarter end, absent exigent circumstances.

Access Persons must complete the report even if no reportable transactions occurred during the quarter.

III. FIDUCIARY DUTIES

A. FRAUDULENT PRACTICES

If an Access Person purchases or sells, directly or indirectly, a Security or commodity which is held or is to be acquired by an Advisory Client, the Access Person may not:

(1) employ any device, scheme or artifice to defraud an Advisory Client;

(2) make any untrue statement of a material fact or omit to state to an 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 an Advisory Client; or

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

B. DISPENSING INFORMATION

Access Persons must obtain prior written approval from the Compliance Department before dispensing any reports, recommendations or other information concerning Securities holdings or Securities transactions for Advisory Clients to anyone, other than the Clients themselves. No approval is needed if such persons have a business need for this information as a part of their normal duties and activities. 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 Adviser 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: THE ABOVE DOES NOT APPLY TO CERTAIN INFORMATION THAT IS REQUIRED TO BE DISPENSED BY REGISTERED INVESTMENT COMPANIES.

C. GIFTS AND ENTERTAINMENT

Gifts and Entertainment present an opportunity for conflicts of interests for the Advisers. Accordingly, it is best practice to monitor the offer and receipt of gifts and/or entertainment. In all matters related to gifts or entertainment, it is the responsibility of the Access Person to exercise good judgment. Offering and/or accepting gifts and entertainment is appropriate provided there is a business purpose, the expense incurred are ordinary and necessary and the gifts or entertainment falls within this Code and all relevant laws and regulations.

1. Access Persons giving Gifts to prospective or existing clients must submit a Gifts and Entertainment Form on Protegent PTA. The Access Person's supervising Managing Director must approve in advance gifts in excess of $150.

2. All Gifts in excess of $150 received by Access Persons may be accepted, but must be shared among the department receiving the gift. Where such a gift cannot be reasonable shared amongst employees (as in the case of an item of clothing), the gift may be accepted and subsequently donated to charity. This includes, among other things, gratuities and gifts received by Access Persons for speaking engagements. The gift must be approved by the Compliance Department and the Access Person's supervising Managing Director and reported via the Gifts and Entertainment Form on Protegent PTA. Refer to the AIG CODE OF CONDUCT for further information.

3. An Access Person may not offer or receive cash in any amount.

4. An Access Person may not solicit a Gift from any counterpart, business contact or vendor.

5. An Access Person must disclose any Entertainment provided to a client and/or prospective client using the Adviser's employee reimbursement system. The Compliance Department will periodically monitor these reports. Access Persons must report and obtain prior approval from a supervising Managing Director for accepting entertainment in excess of $500. Additionally, business meals in excess of $500 (per person/per event), accepted by Access Persons must be reported on Protegent PTA.

In addition to this policy, Access Persons must also comply with the AIG CODE OF CONDUCT's policy on Gifts and Entertainment and AIG'S TRAVEL AND ENTERTAINMENT POLICY.

Access Persons who are FINRA Registered Representatives are required to comply with the "Gift and Entertainment Guidelines" described within the AIG Equity Sales Corp. and AIG Global Securities Lending Corp. Supervisory Procedures (AIG
EQUITY SALES MANUAL).

For the gifting of Securities, please see Section II .A. (7).

D. AIG SECURITIES

To avoid any actual, potential or perceived conflict of interest, Access Persons may not engage in options transactions or short sales of AIG common stock, other than selling options received from AIG. Purchases and sales of AIG Securities on the open market are required to be pre-cleared and reported to the Compliance Department.

1) EXERCISE OF STOCK OPTIONS/EMPLOYEE STOCK OPTION PLAN/RESTRICTED STOCK UNITS:

a) Options received, BUT NOT EXERCISED, as part of an employee's compensation package are not required to be reported to the Compliance Department;

b) If an employee exercises an option and subsequently sells the shares, an employee must submit a pre-clearance request for such sale;
c) If an employee receives shares as part of an Employee Stock Option Plan/Restricted Stock Unit Program, the shares must be reported in Protegent PTA within the quarter in which they are received (either when the broker receives the shares or when the employee receives the shares in physical form);
d) Cashless exercise of options must be pre-cleared via Protegent PTA;
e) Sales of Restricted Stock Units must be pre-cleared.

2) EMPLOYEE STOCK PURCHASE PLAN ("ESPP")

Although Access Persons do not need to pre-clear their participation in the ESPP, Access Persons are required to report to the Compliance Department via Protegent PTA the receipt of AIG shares when they are received. Additionally, Access Persons are required to pre-clear the sale of AIG stock acquired through the ESPP.

E. OUTSIDE BUSINESS ACTIVITIES

"OUTSIDE BUSINESS ACTIVITIES" include service as a partner, officer, director, owner or trustee of an organization that is not an affiliate of AIG.

Given the nature of AIG Investments' business, AIG Investments' duties to its clients and equity owners, and the role of investment and financial advisory professionals generally, Access Persons who engage in outside business activities may face numerous and significant potential conflicts of interest. The AIG Code of Conduct governs outside business activities of AIG employees, including all Access Persons. This Code supplements the AIG Code of Conduct by requiring certain additional policies and procedures that are applicable to Access Persons only.

Prior to pursuing any such outside business activities, Access Persons must:

o receive written approval from the AIG Legal Department or its designee;
o receive written approval from the AIG Investments Compliance Department;
o if the outside business activity includes service on a Board or similar body, receive written approval from the Access Person's supervising Managing Director or Department Head;
o complete the Outside Business Activities form found on PROTEGENT PTA (the form can be found in the drop down menu under "Disclosures"); and
o if the outside business activity includes service on a Board of Directors or similar body, obtain the Acknowledgment and Waiver Letter described below.

SERVICE ON OUTSIDE BOARDS
The Compliance Department will determine procedures to prevent the misuse of material, non-public information which may be acquired through outside Board service, as well as other procedures or investment restrictions which may be required to prevent actual or potential conflicts of interest.

In addition, the corporation or other entity which the outside Board governs must provide the Access Person with written assurances (an "ACKNOWLEDGMENT AND WAIVER LETTER") regarding potential conflicts that may arise from time to time. The Acknowledgement and Waiver Letter should include an acknowledgement by the company that potential conflicts may exist, that the Access Person will resolve those conflicts in favor of AIG, and that the Company has waived any such conflicts. A form of Acknowledgement and Waiver Letter is attached to this Code of Ethics as Appendix C.

In addition to complying with the policies and procedures set forth in the AIG Code of Conduct and in this Code, Access Persons must be vigilant in identifying and managing the potential conflicts of interest that may arise by virtue of their service on outside Boards. Depending on the circumstances, these conflicts may require the Access Person to recuse him- or herself from deliberations of the Board. In some cases, it may be necessary to resign from the Board entirely. Access Persons should seek guidance from the AIG Investments Legal Department as to how these potential conflicts may be best addressed.

INSOLVENT COMPANIES
Access Persons should also be aware that corporations that are insolvent or operating in the so-called "zone of insolvency" may present particular legal challenges for officials and directors, including expansion of fiduciary duties to include the corporation's creditors as well as its shareholders. The case law relating to duties of directors of insolvent corporations is unsettled, and may vary considerably from jurisdiction to jurisdiction. Access Persons serving on an outside Board that becomes insolvent or enters the vicinity of insolvency should seek legal guidance promptly from the Board's legal counsel.

FURTHER READING
Access Persons serving or contemplating serving on an outside board are encouraged to review the report of the National Association of Corporate Directors entitled DIRECTOR LIABILITY: MYTHS, REALITIES, AND PREVENTION.

EXCEPTIONS
The term "outside business activities" , generally is not intended to include service to any organization that is (I) a personal holding company or (II) an entity identified in Section 501(c)(3) of the Internal Revenue Code. A "PERSONAL HOLDING COMPANY" is an entity that:

is wholly-owned by the Access Person and/or members of the Access Person's immediate family;
is used solely for the Access Person's personal investments; is not actively managed;
does not have any dealings with AIG; and does not compete with AIG.

The approvals required for outside business activities are not required for activities relating to those exempted organizations. However, these activities must be reported on Protegent PTA. For example, an Access Person would not need to seek approval to establish a personal holding company that holds only a passive investment in real estate and that has no relationship with AIG. However, the Access Person would be required to report this activity on Protegent PTA.

IV. INSIDER TRADING

Insider trading refers to the use of material, non-public information to trade in Securities or communications of material, non-public information to others in breach of a fiduciary duty.

Insider trading law generally prohibits:

(1) Trading by an insider, while in possession of material, non-public information;

(2) Trading by a non-insider, while in possession of material, non-public information, where the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential; or

(3) Communicating material, non-public information to others in breach of a fiduciary duty.

A. MATERIAL INFORMATION

Material information generally is information that an investor would consider important in making his/her investment decision, or information that is reasonably certain to have a substantial effect on the price of a company's Securities. Material information does not have to relate directly to a company's business.

Information is considered material if it relates to matters such as:

(1) dividend or earnings expectations;

(2) write-downs or write-offs of assets;

(3) proposals or agreements involving a joint venture, merger, acquisition, divestiture or leveraged buy-out;

(4) criminal indictments, civil litigation or government investigations;

(5) substantial changes in accounting methods;

(6) major litigation developments;

(7) bankruptcy or insolvency; or

(8) public offerings or private sales of debt or equity securities.

NOTE: THE ABOVE LIST OF EXAMPLES IS NON-EXHAUSTIVE. PLEASE CONTACT THE LEGAL & COMPLIANCE DEPARTMENT WITH ANY QUESTIONS REGARDING THE MATERIALITY OF INFORMATION.

Information provided by a company can be material because of its expected effect on a particular class of the company's Securities, all of the company's Securities, the Securities of another company or the Securities of several companies. This policy applies to all types of Securities, as well as any option related to that Security.

B. NON-PUBLIC INFORMATION

Non-public information is information that has not generally been made available to investors. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an insider is also considered non-public information.

For non-public information to become public, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace. Once the information has been distributed, it is no longer subject to insider trading policies. Disclosure in a national business and financial wire service (e.g., Dow Jones, Bloomberg or Reuters), a national news service (AP), a national newspaper (e.g., THE WALL STREET JOURNAL or THE NEW YORK TIMES), or a publicly disseminated disclosure document (a proxy statement or prospectus) constitutes public information.

NOTE: GENERALLY, INFORMATION IS CONSIDERED NON-PUBLIC UNTIL 24 HOURS AFTER PUBLIC DISCLOSURE.

1. INFORMATION PROVIDED IN CONFIDENCE

Occasionally, one or more Access Persons may become temporary insiders because of a fiduciary (a person or entity to whom property is entrusted for the benefit of another) or commercial relationship.

As an insider, the Adviser has a fiduciary responsibility not to breach the trust of the party that has communicated the material, non-public information by misusing that information. The fiduciary duty arises because the Adviser has entered or has been invited to enter into a commercial relationship with the client or prospective client and has been given access to confidential information solely for the corporate purposes of that client. The obligation remains regardless of whether the Adviser ultimately participates in the transaction.

2. INFORMATION DISCLOSED IN BREACH OF DUTY

Even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of the fiduciary duty he/she owes the corporation and its shareholders. A prohibited personal benefit could include a present or future monetary gain, a benefit to one's reputation, an expectation of quid pro quo from the recipient or the recipient's employer by a gift of the inside information.

A person may, depending on the circumstances, also become an insider when he/she obtains material, non-public information by happenstance. This includes information derived from social institutions, business gatherings, overheard conversations, misplaced documents and tips from insiders or other third parties.

C. GUIDANCE ON INSIDER TRADING

Any Access Person who is uncertain as to whether the information he/she possesses is material, non-public information should take the following steps immediately:

(1) Report the matter to the Compliance Department;

(2) Refrain from purchasing or selling the securities on behalf of oneself or others, including Advisory Clients managed by the Access Person; and

(3) Refrain from communicating the information inside or outside the Adviser, other than to the Compliance Department.

The Compliance Department will instruct the Access Person on how to proceed.

D. PENALTIES FOR INSIDER TRADING

The penalties for inside trading are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to penalties even if he/she does not benefit personally from the violation.

E. PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING

1. TRADING RESTRICTIONS AND REPORTING REQUIREMENTS

a) No Access Person who possesses material, non-public information relating to the Adviser or any of its affiliates or subsidiaries, may buy or sell any Securities of the Adviser or engage in any other action to take advantage of, or pass on to others, such information.

b) No Access Person who obtains material, non-public information which relates to any other company or entity in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the securities laws, may buy or sell Securities of that company or otherwise take advantage of, or pass on to others, such information.

c) Access Persons shall submit reports concerning each Securities transaction and should verify their personal ownership of such Securities.

d) Access Persons should not discuss any potentially material, non-public information concerning the Adviser or other companies except as specifically required in the performance of their duties.

2. INFORMATION BARRIER POLICY

The Information Barrier Procedures are designed to restrict the flow of inside information and to prevent employees on the public side (i.e., trading desks) from gaining access to material, non-public information which came from the private side.

The Adviser has implemented a third-party software platform to capture all e-mail communications sent and received by employees. On a routine basis, the Compliance Department will review employees' e-mails to identify any questionable correspondence(4).

For a more detailed description of the Information Barrier Policy, please see the Compliance Manual.

A. CROSS-BARRIER PROCEDURES

A "cross-barrier communication" is a communication between an employee on the public side and employee on the private side. The communication can be in the form of a conversation, an e-mail, a memo, a research report or any other communication of an employee's opinion about the value of a security.

Access Persons are permitted to have cross-barrier communications regarding (a) investments generally, which communications do not relate to any specific issuer (e.g. industry related investment communications) and (b) communications which are issuer specific, but which involve only public information (only if such communication is monitored by the Legal and Compliance Department).

Access Persons on the private side of the Information Barrier are prohibited from communicating non-public information (including impressions or information derived from non-public information) regarding an issuer of public securities to any employee on the public side of the Information Barrier unless the communication is monitored by the Compliance Department and the public side has agreed to receive the information prior to the information being communicated.

B. THE ADVISER WATCH LIST

The Adviser Watch List is a highly confidential list of securities about which the Adviser may have received or may expect to receive material, non-public information. The contents of the Watch List and any related restrictions imposed by the Legal & Compliance Department are extremely confidential therefore access to the Watch List is very limited.

i. Placement of Securities On/Off the Adviser Watch List

A Security normally will be placed on the Watch List when the Adviser has received or expects to receive material, non-public information concerning that Security or its issuer. This usually occurs when the Adviser is involved in an assignment or transaction that has not been publicly announced or when the Adviser otherwise determines that there is a need to monitor the trading activity in such Security.

A Security will be removed from the Watch List at the request of the person who initiated placement on the list, usually when the Adviser's involvement in the transaction relating to the Security has ended. Securities also may be removed from the Watch List when they are moved to the Adviser's Restricted List.

ii. Implementation and Monitoring

The person who initially places a security on the Watch List is responsible for notifying the Compliance Department when it should be removed. The Compliance Department maintains the Watch List. In addition, the Compliance Department monitors trading activity in any Adviser Watch List Security on a periodic basis.

C. THE ADVISER RESTRICTED LIST

The Adviser Restricted List is a confidential list of Securities that are subject to restrictions in trading. Restrictions apply to trading for Advisory Clients, proprietary accounts, and trading for employee and related accounts. Securities on the Restricted List are to be kept confidential and are not to be disclosed to anyone outside of AIG.

i. Placement of Securities On/Off the Adviser Restricted List

The placement of a Security on the Restricted List generally restricts all trading in the Security or its issuer. Since a Security may be placed on the Restricted List for a number of reasons, no inferences should be drawn concerning a company or its securities due to its inclusion on such list.

A Security will be removed from the Restricted List at the request of the person who initiated placement on the list, usually when the Adviser's involvement in the transaction relating to the Security has ended.

ii. Implementation and Monitoring

The Compliance Department is responsible for placing or removing a Security from the Restricted List and has the ultimate responsibility for maintaining the Restricted List.

3. CONFIDENTIALITY

In carrying out business activities, Access Persons often learn confidential or proprietary information about AIG, its customers, suppliers and/or third parties. Access Persons must maintain the confidentiality of all information entrusted to them, except where disclosure is authorized or legally required.

APPENDIX A

EXEMPT TRANSACTIONS

INTRODUCTION

The Adviser's Code provides that no Access Person may engage in the purchase or sale of a Security (other than an Exempt Security) of which he/she has Beneficial Ownership and/or control (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 provides further that classes of transactions may be designated as Exempt Transactions by the Compliance Department.

DESIGNATION OF EXEMPT TRANSACTIONS

In accordance with the Code, the Compliance Department has 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 or Rule 204A-1 of the Investment Advisers Act. Unless otherwise noted, the following transactions do not require pre-clearance, but are subject to the reporting requirements of the Code (i.e., reported on the Quarterly Transaction Certification) and are subject to the 60 day short-term trading limitation, unless otherwise noted:

1. Transactions in affiliated mutual funds, excluding activity relating to 401(k) plans, the AIG Retirement Plan and 529 Plans.

2. Purchases or sales of Securities that are not eligible for purchase or sale by Advisory Clients - FOR EXAMPLE, SHARES IN CLOSELY HELD OR FAMILY HELD COMPANIES. (Note: Not subject to the 60 day short term trading limitation.)

3. Purchases of Securities under automatic or dividend reinvestment plans. (Note: Not subject to the 60 day short term trading limitation.)

4. 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 an Access Person has Beneficial Ownership. (Note: Not subject to the 60 day short term trading limitation.)

5. Acquisitions or dispositions of Securities as a 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 an Access

Person has Beneficial Ownership. (Note: Not subject to the 60 day short term trading limitation.)

6. 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.

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

8. Purchases of American International Group, Inc. (AIG) common stock through AIG's Employee Stock Purchase Plan. (Note: The 60 day short-term trading limitation does not apply.)

9. Transactions in ETFs. (Note: The 60 day short-term trading limitation does not apply to ETFs.)

10. Transactions in closed-end funds.

11. Foreign Currency transactions. (Note: The 60 day short-term limitation does not apply.)

12. Futures, options trading and spreadbetting on broad based indices, such as the S&P 500. (Note: The 60 day short-term limitation does not apply.)

13. Securities designated on the pre-clearance Exempt List, which is available on the Protegent PTA home page. This exemption applies to purchases or sales of up to $100,000 face value of fixed income securities within a 7-day period; or up to 1,000 shares of common stock within a 7-day period.

Local regions may designate additional indices and/securities within the Pre-clearance Exempt List, at their discretion. However, the monitoring of these transactions must be done by each region.

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 is also located on the Compliance intranet site: PRECLEARANCE EXEMPT LIST.

APPENDIX B

LIST OF ADVISERS

ADVISER

AIG Investments Fund Management Limited

AIG Capital Partners, Inc.

AIG Global Investment Company (East Africa) Ltd.

AIG Global Investment Corp.

AIG Global Investment Corp. (Asia) Ltd.

AIG Global Investment Corp. (Canada)

AIG Investments (Europe) Ltd.

AIG Investments Ireland Limited

AIG Global Securities Lending (Ireland) Ltd.

AIG Global Investment Corp. (Latin America) S.A.

AIG Global Investment Corp. (Schweiz) AG

AIG Investments Trust Services Limited

AIG Global Investment Corp. (Japan)

Brazos Capital Management, L.P.

APPENDIX C

BY FIRST CLASS MAIL

[Date]

[Address]

ACKNOWLEDGEMENT AND WAIVER

Dear [Board Member]:

This letter will confirm the understanding between [__________] (the "COMPANY") and you regarding certain matters relating to your service on the Board of Directors of the Company (the "BOARD").

The Company has been informed by you that you are employed by a member company of AIG Investments ("AIG INVESTMENTS"), which provides investment advisory, financial and other related services to a range of clients, including clients affiliated with American International Group, Inc. (together with its direct and indirect subsidiaries, "AIG"), as well as clients that are not affiliated with AIG. In that regard, you may owe certain fiduciary and other duties to such clients, to AIG and to AIG Investments (collectively, the "AIG PARTIES"). From time to time, these duties may conflict with your duties to the Company, its shareholders or the Board (the "COMPANY PARTIES") that may arise as a member of the Board.

To the extent permitted under applicable law, the Company hereby waives any conflicts arising from your duties to the AIG Parties. Without in any way limiting the foregoing, the Company acknowledges and agrees that (i) you will resolve any such conflict in all respects in favor of the relevant AIG Parties;
(II) such conflicts from time to time may cause you to recuse yourself from deliberations of the Board or any of its committees, or to withdraw from the Board; and (III) you will be under no obligation or duty to the Company Parties (or any of them) with respect to business opportunities that you become aware of other than in connection with your service on the Board, including, without limitation, any such opportunities that you become aware of in connection with your employment by AIG Investments.

The Company acknowledges that you are serving on the Board strictly in your individual capacity and not as an agent or designee of any AIG Party.

To the extent practicable, the Company and the Board will undertake to inform you of any conflicts that exist or that may arise from time to time between the Company Parties, on one hand, and the AIG Parties, on the other hand.

Nothing in this letter is intended, nor shall it be deemed, in any way to limit any indemnity, release, exculpation or similar rights and protections to which you are entitled under applicable law, the Company's organizational documents or any other agreement or instrument.

Very truly yours,

[NAME OF THE COMPANY]

Title:

and

Title: